Franchise Agreement - IBRANDS CORPORATION - 4-28-2004 by IBRC-Agreements

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									Exhibit 10.8



                               RAGIN' RIBS FRANCHISE CORP.
                                 FRANCHISE AGREEMENT


         December 29, 2003                              Jonathon Massie
         ------------------------------    -----------------------------------------
         EFFECTIVE DATE                                 FRANCHISE OWNER


         NH - 001                           7511 N. 56th Street, Tampa FL 33617
         ------------------------------    ----------------------------------------
         RESTAURANT NUMBER                        ADDRESS OF RESTAURANT
                                         TABLE OF CONTENTS


1.         INTRODUCTION.......................................................................................

     1.1      THE RAGIN' RIBS(SM) SYSTEM......................................................................
     1.2      ACKNOWLEDGMENTS.................................................................................
     1.3      REPRESENTATIONS.................................................................................
     1.4      NO WARRANTIES...................................................................................
     1.5      BUSINESS ORGANIZATION...........................................................................

2.         GRANT AND TERM.....................................................................................

     2.1      GRANT OF FRANCHISE..............................................................................
     2.2      RIGHTS WE RESERVE...............................................................................

3.         SITE SELECTION AND DEVELOPMENT.....................................................................

     3.1      SITE SELECTION..................................................................................
     3.2      TRADE AREA......................................................................................
     3.3      LEASE OF SITE...................................................................................
     3.4      OWNERSHIP AND FINANCING.........................................................................

4.         RESTAURANT DEVELOPMENT, DECOR AND OPERATING ASSETS.................................................

     4.1      RESTAURANT DEVELOPMENT..........................................................................
     4.2      DECOR...........................................................................................
     4.3      OPERATING ASSETS AND RESTAURANT MATERIALS.......................................................
     4.4      CHANGES TO APPROVED SUPPLIERS...................................................................
     4.5      RESTAURANT OPENING..............................................................................

5.         FEES...............................................................................................

     5.1     INITIAL FRANCHISE FEE...........................................................................
     5.2     ROYALTY.........................................................................................
     5.3     ADVERTISING AND MARKETING FEE...................................................................
     5.4     ELECTRONIC FUNDS TRANSFER.......................................................................
     5.5     DEFINITION OF "GROSS SALES."....................................................................
     5.6     INTEREST ON LATE PAYMENTS.......................................................................
     5.7     LATE PAYMENT PENALTIES..........................................................................
     5.8     DISHONORED CHECK CHARGE.........................................................................
     5.9     APPLICATION OF PAYMENTS.........................................................................
     5.10       PAYMENT OFFSETS..............................................................................

6.         TRAINING AND ASSISTANCE............................................................................

     6.1      INITIAL TRAINING................................................................................
     6.2      PRE-OPENING ASSISTANCE..........................................................................
     6.3      PERIODIC TRAINING...............................................................................
     6.4      GENERAL GUIDANCE................................................................................

7.         MARKS..............................................................................................

     7.1      OWNERSHIP AND GOODWILL OF MARKS AND THE ART.....................................................
     7.2      LIMITATIONS ON YOUR USE OF MARKS................................................................
     7.3      NOTIFICATION OF INFRINGEMENTS AND CLAIMS........................................................
     7.4      DISCONTINUANCE OF USE OF MARKS..................................................................

8.         CONFIDENTIAL INFORMATION...........................................................................

     8.1      TYPES OF CONFIDENTIAL INFORMATION...............................................................
     8.2      DISCLOSURE AND LIMITATIONS ON USE...............................................................




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      8.3      CONFIDENTIALITY OBLIGATIONS.....................................................................
      8.4      EXCEPTIONS TO CONFIDENTIALITY...................................................................

9.          EXCLUSIVE RELATIONSHIP.............................................................................


10.         OPERATION AND SYSTEM STANDARDS.....................................................................

      10.1        OPERATIONS MANUAL............................................................................
      10.2        COMPLIANCE WITH SYSTEM STANDARDS.............................................................
      10.3        MODIFICATION OF SYSTEM STANDARDS.............................................................
      10.4        INTERIOR AND EXTERIOR UPKEEP.................................................................
      10.5        HOURS OF OPERATION...........................................................................
      10.6        ACCOUNTING, COMPUTERS AND RECORDS............................................................
      10.7        TRADE ACCOUNTS AND TAXES.....................................................................
      10.8        PROPRIETARY MATERIALS........................................................................
      10.9        APPROVED PRODUCTS............................................................................
      10.10       MANAGEMENT...................................................................................
      10.11       PERSONNEL....................................................................................
      10.12       SYSTEM TECHNOLOGIES..........................................................................

11.         ADVERTISING AND PROMOTION..........................................................................

      11.1        ESTABLISHMENT OF NATIONAL ADVERTISING FUND...................................................
      11.2        USE OF THE FUNDS.............................................................................
      11.3        ACCOUNTING FOR THE FUND......................................................................
      11.4        ADVERTISING FUND LIMITATIONS.................................................................
      11.5        ADVERTISING AND PROMOTION....................................................................
      11.6        WEBSITES.....................................................................................
      11.7        LOCAL ADVERTISING............................................................................
      11.8        CO-OP PARTICIPATION AND CONTRIBUTIONS........................................................
      11.9        PROMOTION OF THE FRANCHISE SYSTEM............................................................

12.         RECORDS, REPORTS AND FINANCIAL STATEMENTS..........................................................

      12.1        ACCOUNTING SYSTEM............................................................................
      12.2        REPORTS......................................................................................
      12.3        ACCESS TO INFORMATION........................................................................

13.         INSPECTIONS AND AUDITS.............................................................................

      13.1        OUR RIGHT TO INSPECT THE RESTAURANT..........................................................
      13.2        OUR RIGHT TO AUDIT...........................................................................

14.         TRANSFER...........................................................................................

      14.1        BY US........................................................................................
      14.2        BY YOU.......................................................................................
      14.3        CONDITIONS FOR APPROVAL OF TRANSFER..........................................................
      14.4        TRANSFER TO A BUSINESS ENTITY................................................................
      14.5        TRANSFER UPON DEATH OR DISABILITY............................................................
      14.6        OPERATION UPON DEATH OR DISABILITY...........................................................
      14.7        EFFECT OF CONSENT TO TRANSFER................................................................

15.         SUCCESSOR TERMS....................................................................................

      15.1        ACQUISITION..................................................................................
      15.2        GRANT........................................................................................
      15.3        AGREEMENTS/RELEASES..........................................................................
      15.4        TRAINING AND REFRESHER PROGRAMS..............................................................
      15.5        FEES AND EXPENSES............................................................................
      15.6        SUBSEQUENT SUCCESSOR FRANCHISES..............................................................




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16.      TERMINATION OF AGREEMENT...........................................................................

      16.1     ON NOTICE....................................................................................
      16.2     AFTER NOTICE.................................................................................

17.      RIGHTS AND OBLIGATIONS UPON TERMINATION............................................................

      17.1     PAYMENT OF AMOUNTS OWED TO US................................................................
      17.2     MARKS........................................................................................
      17.3     CONFIDENTIAL INFORMATION.....................................................................
      17.4     COMPETITIVE RESTRICTIONS.....................................................................
      17.5     OUR RIGHT TO PURCHASE........................................................................
      17.6     CONTINUING OBLIGATIONS.......................................................................

18.      RELATIONSHIP OF THE PARTIES/INDEMNIFICATION........................................................

      18.1     INDEPENDENT CONTRACTORS......................................................................
      18.2     NO LIABILITY FOR ACTS OF OTHER PARTY.........................................................
      18.3     TAXES........................................................................................
      18.4     INDEMNIFICATION..............................................................................

19.      ENFORCEMENT........................................................................................

      19.1     SEVERABILITY; SUBSTITUTION OF VALID PROVISIONS...............................................
      19.2     WAIVERS......................................................................................
      19.3     LIMITATION OF LIABILITY......................................................................
      19.4     APPROVAL AND CONSENTS........................................................................
      19.5     WAIVER OF PUNITIVE DAMAGES...................................................................
      19.6     LIMITATIONS OF CLAIMS........................................................................
      19.7     GOVERNING LAW................................................................................
      19.8     JURISDICTION.................................................................................
      19.9     WAIVER OF JURY TRIAL.........................................................................
      19.10    CUMULATIVE REMEDIES..........................................................................
      19.11    COSTS AND ATTORNEYS FEES.....................................................................
      19.12    BINDING EFFECT...............................................................................
      19.13    ENTIRE AGREEMENT.............................................................................
      19.14    NO LIABILITY TO OTHERS; NO OTHER BENEFICIARIES...............................................
      19.15    CONSTRUCTION.................................................................................
      19.16    CERTAIN DEFINITIONS..........................................................................
      19.17    TIMING IS OF THE ESSENCE.....................................................................

20.      NOTICES AND PAYMENTS...............................................................................




                                EXHIBITS

                                EXHIBIT A                  GLOSSARY
                                EXHIBIT B                  TRADE AREA




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                                    RAGIN' RIBS FRANCHISE CORP.
                                      FRANCHISE AGREEMENT

THIS FRANCHISE AGREEMENT (the "AGREEMENT") is effective as of December 29, 2003 (the
"EFFECTIVE DATE"). The parties to this Agreement are RAGIN' RIBS FRANCHISE CORP. , a Florida
corporation, with its principal business address at 501 S. Dakota Avenue, Suite 1, Tampa, Florida 33606
(referred to in this Agreement as "WE," "US" or "OUR"), and Jonathon Massie, whose principal business
address is 9431 Larkbunting Drive, Tampa Florida 33647 (referred to in this Agreement as "YOU," "YOUR" or
"FRANCHISE OWNER").

1. INTRODUCTION. Various terms are defined in context throughout this agreement, and a glossary is attached
as Exhibit "A" for convenience.

1.1 The RAGIN' RIBS(SM) System. We and our affiliates have expended considerable time and effort in a
system providing a unique restaurant service concept called "home meal replacement" (a "RAGIN' RIBS(SM)
RESTAURANT" or "RESTAURANT"). RAGIN' RIBS(SM) Restaurants operate under the service marks and
trade name "RAGIN' RIBS(SM)" and RAGIN' RIBS(SM) and Design" and under distinctive business formats,
methods, procedures, designs, layouts, signs, equipment, menus, recipes, trade dress, standards and
specifications, all of which we may improve, further develop or otherwise modify from time to time (the
"SYSTEM"). We commission, use, promote and license in the operation of a RAGIN' RIBS(SM) Restaurant
certain trademarks, service marks and other commercial symbols, including the trade and service marks
"RAGIN' RIBS(SM)" and other associated logos, copyrighted works, designs, trade dress, trademarks, service
marks, commercial symbols, and e-names, which will gain or have gained and continue to gain public acceptance
and goodwill, and may create, commission, use and license additional trademarks, service marks, e-names,
copyrighted works and commercial symbols in conjunction with the operation of RAGIN' RIBS(SM)
Restaurants (collectively, the "MARKS"). We grant to persons who meet our qualifications and are willing to
undertake the investment and effort, a Franchise to own and operate a RAGIN' RIBS(SM) Restaurant offering
the products and services we authorize and approve and utilizing the Marks and the System. You have applied
for a Franchise to own and operate a RAGIN' RIBS(SM) Restaurant.

1.2 ACKNOWLEDGMENTS. You acknowledge and agree that:

(a) you have read this Agreement and our Franchise Offering Circular;

(b) you understand and accept the terms, conditions and covenants contained in this Agreement as being
reasonably necessary to maintain our high standards of quality and service and the uniformity of those standards
at each RAGIN' RIBS(R) Restaurant and to protect and preserve the goodwill of the Marks;

(c) you have conducted an independent investigation of the business venture contemplated by this Agreement and
recognize that, like any other business, the nature of the business conducted by a RAGIN' RIBS(R) Restaurant
may evolve and change over time;
(d) an investment in a RAGIN' RIBS(R) Restaurant involves business risks;

(e) your business abilities and efforts are vital to the success of the business;

(f) any information you acquire from other RAGIN' RIBS(R) Restaurant franchisees relating to their sales, profits
or cash flows does not constitute information obtained from us, nor do we make any representation as to the
accuracy of any such information;

(g) in all of their dealings with you, our officers, directors, employees and agents act only in a representative, and
not in an individual, capacity. All business dealings between you and such persons as a result of this Agreement
are solely between you and us;

(h) we have advised you to have this Agreement reviewed and explained to you by an attorney.

1.3 REPRESENTATIONS. As an inducement to our entry into this Agreement, you represent and warrant to us
that:

(a) all statements you have made and all materials you have submitted to us in connection with your purchase of
the franchise are accurate and complete and that you have made no misrepresentations or material omissions in
obtaining the franchise;

(b) you will at all times faithfully, honestly and diligently perform your obligations, continuously exert your best
efforts to promote and enhance the Restaurant and not engage in any other business or activity that conflicts with
your obligations to operate the Restaurant in compliance with this Agreement.

(c) you will comply with and/or assist us to the fullest extent possible in our efforts to comply with Executive
Order 13224 issued by the President of the United States, the USA PATRIOT Act, and all other present and
future federal, state and local laws, ordinances, regulations, policies, lists and any other requirements of any
governmental authority addressing or in any way relating to terrorist acts and acts of war (the "ANTI-
TERRORISM LAWS"); and

(d) neither you nor any of your owners, employees, or agents, property or interests are subject to being
"blocked" under any of the Anti-Terrorism Laws and that neither you nor they are otherwise in violation of any of
the Anti-Terrorism Laws.

Our approval of your request to purchase a franchise is made in reliance on all of your representations and
warranties. Any violation of these representations or warranties, or any Anti-Terrorism Laws by you or your
owners, or your or your owners' agents or employees, or any "blocking" of your or their assets under the Anti-
Terrorism Laws, will constitute grounds for immediate termination of this Agreement and any other agreements
you have entered into with us or any of our affiliates.

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1.4 NO WARRANTIES. We expressly disclaim the making of, and you acknowledge that you have not
received or relied upon, any warranty or guaranty, express or implied, as to the revenues, sales, profits or
success of the business venture contemplated by this Agreement or the extent to which we will continue to
develop and expand the network of RAGIN' RIBS(R) Restaurant. You acknowledge and understand the
following:

(a) any statement regarding the potential or probable revenues, sales or profits of the business venture, or of any
services, benefits or commitments we are to make available to you, are made solely in the Franchise Offering
Circular delivered to you prior to signing this Agreement;

(b) any statement regarding the potential or probable revenues, sales or profits of the business venture or
statistical information regarding any existing RAGIN' RIBS(R) Restaurant owned by us or our affiliates or that is
not contained in our Franchise Offering Circular is unauthorized, unwarranted and unreliable and should be
reported to us immediately; and

(c) you have not received or relied on any representations about us or our franchising program or policies made
by us, or our officers, directors, employees or agents, that are contrary to the statements made in our Franchise
Offering Circular or to the terms of this Agreement. If there are any exceptions to any of the foregoing, you must:
(i) immediately notify our chief executive officer; and (ii) note such exceptions by attaching a statement of
exceptions to this Agreement prior to signing it.

1.5 BUSINESS ORGANIZATION. If you are at any time a business organization ("BUSINESS ENTITY")
(like a corporation, limited liability company or partnership) you agree and represent that:

(a) you have the authority to execute, deliver and perform your obligations under this Agreement and are duly
organized or formed and validly existing in good standing under the laws of the state of your incorporation or
formation;

(b) your organizational or governing documents will recite that the issuance and transfer of any ownership
interests in you are restricted by the terms of this Agreement, and all certificates and other documents
representing ownership interests in you will bear a legend referring to the restrictions of this Agreement;

(c) the Principal Owners Statement will completely and accurately describe all of your owners and their interests
in you. A copy of our current form of Principal Owners Statement is attached to the Uniform Franchise Offering
Circular;

(d) you and your owners agree to revise the Principal Owners Statement as may be necessary to reflect any
ownership changes and to furnish such other information about your organization or formation as we may request
(no ownership changes may be made without our approval);

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(e) each of your owners during the Term will sign and deliver to us our standard form of Principal Owner's
Guaranty undertaking to be bound jointly and severally by all provisions of this Agreement and any other
agreements between you and us. A copy of our current form of Principal Owners Guaranty is attached to the
Uniform Franchise Offering Circular; and

(f) at our request, you will furnish true and correct copies of all documents and contracts governing the rights,
obligations and powers of your owners and agents (like articles of incorporation or organization and partnership,
operating or shareholder agreements).

2. GRANT AND TERM

2.1 GRANT OF FRANCHISE. You have applied for a franchise to own and operate a RAGIN' RIBS(R)
Restaurant only at a location we have approved (the "SITE"). Subject to the terms of and upon the conditions
contained in this Agreement, we grant you a franchise (the "FRANCHISE") to: (a) operate a RAGIN' RIBS(R)
Restaurant at the Site, and at no other location; (b) use the Marks in connection with operating the Restaurant;
and (c) use the System in its operation. The term of the Franchise and this Agreement (the "TERM") begins on
the Effective Date and expires 10 years from such date. This Agreement may be terminated before it expires. We
grant you the right to an exclusive territory.

You may not operate the Restaurant from any location other than the Site without our prior written consent. If we
consent to the Restaurant's relocation, we have the right to charge you for the expenses we incur in connection
with the relocation.

2.2 RIGHTS WE RESERVE. We (and our affiliates) retain the right in our sole discretion to:

(a) to solicit prospective Franchisees and grant other persons Franchises, or other rights to operate RAGIN'
RIBS(SM) Restaurants:
through national or regional advertising, trade shows or conventions, or using or through the Internet, Intranet or
other forms of e-commerce or through similar means;

(b) to own and operate RAGIN' RIBS(SM) Restaurants ourselves or through affiliates anywhere, except your
Trade Area;

(c) sell, solicit, recruit and provide services for RAGIN' RIBS(SM) Restaurants or any franchised business not
defined as a RAGIN' RIBS(SM) Restaurant in this Agreement;

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

                                                         4
(e) to solicit prospective franchisees for, and own and operate, businesses and restaurants of any other kind or
nature, anywhere.

3. SITE SELECTION AND DEVELOPMENT.

3.1 SITE SELECTION. Within 90 days after signing this Agreement, you (with or without our assistance) must
locate a site that we (in our sole judgment) have approved, sign a lease for it to be acceptable to us and begin
construction of the Restaurant. The Site must meet our criteria for the location of a Restaurant (which may or may
not include demographic characteristics, traffic patterns, parking, character of neighborhood, competition from
and proximity to other businesses and other RAGIN' RIBS(R) Restaurants, the nature of other businesses in
proximity to the Site and other commercial characteristics and the size, appearance and other physical
characteristics of the proposed site, and any other factors or characteristics we consider appropriate). Our
criteria, and our evaluation of them, may vary periodically and from location to location. We will approve or
disapprove a Site you propose for a Restaurant within 30 days after we receive from you a complete site report
and any other materials we request. If you have not heard from us within such 30-day period, the Site is deemed
disapproved. You acknowledge and agree that:

(a) our recommendation or approval of the Site and any information regarding the Site communicated to you, do
not constitute a representation or warranty of any kind, express or implied, as to the suitability of the Site for a
RAGIN' RIBS(R) Restaurant or for any other purpose;

(b) our recommendation or approval of the Site indicates only that we believe that the Site falls within the
acceptable criteria for sites and premises that we have established as of the time of our recommendation or
approval of the Site;

(c) application of criteria that have appeared effective with respect to other sites and premises may not accurately
reflect the potential for all sites and premises, and, after our approval of a site, demographic and/or other factors
included in or excluded from our criteria could change to alter the potential of a site and premises; and

(d) the uncertainty and instability of such criteria are beyond our control, and we will not be responsible for the
failure of a site and premises we have recommended or approved to meet expectations as to potential revenue or
operational criteria.

3.2 TRADE AREA. The trade area of a RAGIN' RIBS(R) Restaurant generally consists of the Site and the
geographic area within a 3-mile radius (the "TRADE AREA") around the Site although we may vary its size under
special circumstances. A map of your Trade Area is attached as Exhibit "B." We will not approve a Site within
the Trade Area of any other RAGIN' RIBS(R) Restaurant, whether it is franchised or owned by us. As long as
you are in compliance with this Agreement, we will not grant a franchise for, nor ourselves operate, a RAGIN'
RIBS(R) Restaurant within your Trade Area.

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3.3 LEASE OF SITE.

(a) LEASE OF SITE: You must deliver copies of the proposed lease agreement and related documents to us
prior to signing them. You must not sign any lease agreement or related documents unless we have previously
approved them. The insurance policy required by our System Standards must be in force and effect when the
lease is signed. Additionally, before entering into such a lease, you and the lessor must sign our then-current form
of Conditional Assignment of Lease (the "LEASE ASSIGNMENT"). You must give the lessor our forms of the
Lease Assignment when you begin discussions with the prospective lessor. If you want to lease the Site from any
of your affiliates (or affiliates of your principal owners), we may also require them to sign such agreements to
ensure compliance with the provisions of this Agreement.

(b) LEASE APPROVAL: You must obtain our approval of the lease of the Site (the "LEASE") before you sign
it, or any renewal of it. You must deliver a copy of the signed lease to us within 15 days after its execution along
with the Lease Assignment. You must not sign any lease or renewal of a lease unless you have also obtained the
Lease Assignment signed by the lessor. Our review and approval of the Lease is solely to ensure that the Lease
contains terms that we accept or require for our benefit and the franchise system; it is not a substitute for careful
review and analysis by you and your advisors. Our approval of the Lease does not constitute warranty or any
assurance that the Lease contains terms and conditions for your benefit. You agree and acknowledge that you are
solely responsible for negotiating the Lease and ensuring that its terms and conditions meet your interests and
objectives.

(c) MANDATORY LEASE TERMS: We may require that the lease or any renewal contain certain provisions,
including the following:

(i) a provision which expressly permits the lessor of the Site to provide us with all revenue and other information it
may have related to the operation of your RAGIN' RIBS(R) Restaurant as we may request;

(ii) a provisions which requires the lessor to contemporaneously provide us with copies of any written notice of
default under the lease sent to you and which grants to us, at our option, the right (but not the obligation) to cure
any default under the lease (should you fail to do so) within 15 days after the expiration of the period in which you
may cure the default;

(iii) a provision which evidences your right to display the Marks in accordance with the specifications required by
the Manuals, subject only to the provisions of applicable law;

(iv) a provision that requires that any lender or other person will not disturb your possession of the Site so long as
the lease term continues and you are not in default (along with such documents as are necessary to ensure that
such lenders and other persons are bound);

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(v) a provision which expressly states that any default under the lease which is not cured within any applicable
cure period also constitutes grounds for termination of this Agreement;

(vi) a lease term which is at least equal to the Term, either through an initial term of that length or rights, at your
option, to renew the lease for the Term; and

(vii) we will be permitted unrestricted access to the Site to make modifications necessary to protect the System at
any time.

(d) NO WARRANTY: You acknowledge that our approval of the site and the Lease does not constitute a
guarantee or warranty, express or implied, of the successful operation or profitability of a RAGIN' RIBS(R)
Restaurant operated at the Site. Such approval indicates only that we believe that the Site and the terms of the
Lease fall within the acceptable criteria we have established as of the time of our approval. You further
acknowledge that we have advised you to have an attorney review and evaluate the Lease.

3.4 OWNERSHIP AND FINANCING. Instead of leasing a Site, you may propose to purchase and own any
or all of a Site directly, or through affiliates. The insurance required by this Agreement and our System Standards
must be in force and effect when you begin construction of your Restaurant. If at any time prior to acquisition, or
subsequently, you or your affiliates propose to obtain any financing with respect to the Site or for your RAGIN'
RIBS(R) Restaurant or for any Operating Assets in which any of such items are pledged as collateral securing
your performance, the form of any purchase contract with the seller of a Site and any related documents, and the
form of any loan agreement with or mortgage in favor of any lender and any related documents, must be
approved by us before you sign them. Our consent to them may be conditioned upon the inclusion of various
terms and conditions, including the following:

(a) a provision which requires any lender or mortgagee concurrently to provide us with a copy of any written
notice of deficiency or default under the terms of the loan or mortgage sent to you or your affiliates or the
purchaser;

(b) a provision granting us, at our option, the right (but not the obligation) to cure any deficiency or default under
the loan or mortgage (should you fail to do so) within 15 days after the expiration of a period in which you may
cure such default or deficiency; and

(c) a provision which expressly states that any default under the loan or mortgage, if not cured within the
applicable time period, constitutes grounds for termination of this Agreement and any default under this
Agreement, if not cured.

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4. RESTAURANT DEVELOPMENT, DECOR AND OPERATING ASSETS.

4.1 RESTAURANT DEVELOPMENT. You are responsible for developing the Restaurant. We will furnish you
with mandatory and suggested specifications and layouts for a RAGIN' RIBS(R) Restaurant, including
requirements for dimensions, design, color scheme, image, interior layout, decor, and Operating Assets which
include fixtures, equipment, signs, and furnishings. You are obligated at your expense to have an architect prepare
all required construction plans and specifications to suit the shape and dimensions of the Site and to ensure that
such plans and specifications comply with applicable ordinances, building codes and permit requirements and
with lease requirements and restrictions. If we or our affiliates serve as the contractor to build-out the Restaurant
or otherwise supervise the Restaurant's development, we or our affiliates will have the right to receive a fee in
connection with such services. Any such agreement by us or our affiliates will be separate from this Agreement,
must be in writing signed by the parties, and must specify the services to be performed and the fees to be paid.
You agree to, at our option, assign to us, or require your architect to assign to us, the plans, drawings or designs,
used by you in connection with the Restaurant, or at our option, obtain the architect's agreement to license to us
such plans, drawings or designs for use in connection with the RAGIN' RIBS(SM) Restaurants. You will not hire,
engage or use any construction firm, contractor or architect that we disapprove.

You agree, at your own expense, to do the following with respect to developing the Restaurant at the Site:

(a) secure all financing required to develop and operate the Restaurant;

(b) obtain all building, utility, sign, health, sanitation, business and other permits and licenses required to construct
and operate the Restaurant;

(c) construct (the "CONSTRUCTION") all required improvements to the Site and decorate the Restaurant in
compliance with plans and specifications we have approved;

(d) you must give us notice of commencement of the Construction within 10 days of the date it began, with
progress reports including digital photographs of the construction supporting the findings at least every 2 weeks;
thereafter. We may, at your expense, require that additional digital photographs be provided to us;

(e) the Construction must begin within 90 days of the Effective Date (unless we agree otherwise);

(f) sign a lease or otherwise obtain the right to occupy the Site within 60 days of the Effective Date;

(g) purchase or lease and install all Operating Assets required for the Restaurant; and

(h) purchase an opening inventory of authorized and approved products, materials and supplies,

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4.2 DECOR. You agree that all decor of your RAGIN' RIBS(R) Restaurant must be previously approved by us
and must comply with our standards as described in the Manuals or other communications, which may be
periodically revised. Your failure to maintain the Restaurant's decor in compliance with our System and the
standards described in the Manuals or otherwise constitutes a material breach of this Agreement.

4.3 OPERATING ASSETS AND RESTAURANT MATERIALS. You must acquire all supplies, materials and
food and beverage products for use in connection with your RAGIN' RIBS(R) Restaurant (collectively, the
"RESTAURANT Materials") and all fixtures, furnishings, equipment signs and cash registers, telecopiers and
computer hardware and software (the "OPERATING ASSETS") from us (or our affiliates) or suppliers we have
previously approved. We will only approve suppliers whose Restaurant Materials and Operating Assets meet the
quality standards that we establish from time to time. You will only place or display at the Site (interior and
exterior) such signs, emblems, lettering, logos and display materials that we periodically approve.

4.4 CHANGES TO APPROVED SUPPLIERS. If you want to propose a new supplier of Restaurant Materials
or Operating Assets, you must submit to us sufficient written information about the proposed new supplier to
enable us to approve or reject either the supplier or the particular items. If we have not responded within in 30
days of our receipt of the information, then the application will be deemed rejected by us. We may consider in
providing such approval not just the quality standards of the products or services, but their delivery capabilities,
financing terms and ability to service our franchise system as a whole. We may terminate or withhold approval of
any Restaurant Materials or Operating Assets, or any supplier of such items, that does not meet our quality
standards by giving you written notice. If we do so, you must immediately stop purchasing from such supplier or
using such Restaurant Materials or Operating Assets in your RAGIN' RIBS(R) Restaurant until wE notify you
that such supplier or such Restaurant Materials or Operating Assets meet our quality standards. At our request,
you must submit to us sufficient information about a proposed supplier and samples of the proposed Restaurant
Materials or Operating Assets for our examination so that we can determine whether they meet our quality
standards. We also must have the right to require our representatives to be permitted to inspect the proposed
supplier's facilities at your expense. We may charge a fee for evaluating alternative suppliers of $500 per day for
personnel time plus laboratory fees, professional fees and travel and living expenses as well as any other fees we
pay to third parties in furtherance of the evaluation.

4.5 RESTAURANT OPENING. You agree not to open the Restaurant for business until:

(a) we approve the Restaurant as developed in accordance with our specifications and standards;

(b) pre-opening training has been completed to our satisfaction and you provide us with evidence you and your
management personnel have completed training at authorized facilities;

(c) the initial franchise fee and all other amounts then due to us, your landlord, governmental authorities and our
suppliers have been paid;

                                                          9
(d) you have obtained all required building, utility, sign, health, sanitation, business permits, certificates and
licenses required to operate the Restaurant;

(e) we have been furnished with copies of all insurance policies required by this Agreement, or such other
evidence of insurance coverage and payment of premiums as we request or accept; and

(f) we have received signed counterparts of all required documents pertaining to your acquisition of the Site
(including any required agreements between you and us).

You agree to open the Restaurant for business within 6 months following the Effective Date (unless we agree
otherwise).

5. FEES.

5.1 INITIAL FRANCHISE FEE. You agree to pay us a nonrecurring and nonrefundable initial franchise fee in
the amount of $25,000. The initial franchise fee must be paid on the Effective Date. The initial franchise fee is
nonrefundable and is fully earned by us when paid. If you and we are unable to agree on a location for the Site,
or you have not obtained a fully signed lease agreement for the Site, within 60 days of the Effective Date, we may
terminate this Agreement. If this Agreement is terminated for any reason, you will sign a general release, in form
satisfactory to us, of any and all claims against us and our shareholders, officers, directors, employees and agents.

5.2 ROYALTY. You agree to pay us a royalty ("ROYALTY") in the amount of 4% of your Restaurant's Gross
Sales per week. The Royalty is payable on Monday each week.

5.3 ADVERTISING AND MARKETING FEE. You agree to pay us an Advertising and Marketing Fee (the
"ADVERTISING FEE") equal to 1% of your Restaurant's Gross Sales per week. The Advertising Fee is
payable on Monday each week.

5.4 ELECTRONIC FUNDS TRANSFER. We may require you to pay the Royalties, and any other amounts
due us, by electronic funds transfer. You must comply with the procedures we specify in our Manuals and
perform such acts and sign and deliver such documents as may be necessary to accomplish payment by this
method. We may require you to give us authorization, in a form that we designate, to initiate debit entries or credit
correction entries to the Restaurant's bank operating account (the "ACCOUNT") for payments of Royalties and
other amounts due under this Agreement, including any applicable interest charges. If so, you must make the
funds available in the Account for withdrawal by electronic transfer no later Monday each week. If you have not
yet reported the Restaurant's Gross Sales to us for that week, we may transfer from the Account an amount
calculated in accordance with our reasonable estimate of the Restaurant's Gross Sales during any such week. If
we determine at any time that you have under-reported Gross Sales or underpaid Royalties or other amounts due
to us, we will be authorized to immediately initiate a transfer from the Account in the appropriate amount in
accordance with the foregoing procedures, including applicable interest and late charges. Any overpayment will
be credited to the Account through a credit, effective as of the 15th of the month after you and we determine that
such credit is due.

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5.5 DEFINITION OF "GROSS SALES." As used in this Agreement, the term "GROSS SALES" means the
aggregate gross amount of all revenues from whatever source derived (whether in the form of cash, credit,
agreements to pay or otherwise consideration, and whether or not payment is received at the time of sale or any
such amounts provide uncollectable, excluding only sales or other tax receipts, the collection of which is required
by law) which arise from or are derived from you or by any other person (including subtenants and
concessionaires) from business conducted in, on, from or through the Restaurant, whether such business is
conducted in compliance with or in violation of the terms of this Agreement, including but not limited to revenue
derived from the sale of services, and the sale of all merchandise goods sold in vending machines.

5.6 INTEREST ON LATE PAYMENTS. All amounts which you owe us will bear interest after their due date at
the annual rate of eighteen 18% or the highest contract rate of interest permitted by law, whichever is less. You
acknowledge that we do not agree to accept any payments after they are due nor commit to extend credit to, or
otherwise finance your operation of, the Restaurant. Your failure to pay all amounts when due constitutes grounds
for termination of this Agreement.

5.7 LATE PAYMENT PENALTIES. All Royalties, Advertising Fees, amounts due for purchases by you from
us, and any interest accrued thereon, and any other amounts which you owe us, or our affiliates, are subject to a
late payment fee of $50 for payment or report received by us 5 days after its due date. The late payment fee is
due immediately on any delinquent payments and for dishonored checks. The provision in this Agreement
concerning late payment fees does not mean that we accept or condone late payments, nor does it indicate that
we are willing to extend credit to, or otherwise finance, the operation of your Restaurant. In the event that you are
delinquent in providing payment or reports during any 2 or more weeks, we may require you to pay all amounts
due us by electronic transfer or cashier's check.

5.8 DISHONORED CHECK CHARGE. You agree to pay on demand a dishonored check charge of $50 for
each dishonored check you tender to us.

5.9 APPLICATION OF PAYMENTS. Notwithstanding any designation you might make, we have sole
discretion to apply any of your payments to any of your past due indebtedness to us. You acknowledge and
agree that we have the right to set off any amounts you or your owners owe us against any amounts we might
owe you or your owners.

5.10 PAYMENT OFFSETS. We may setoff from any amounts that we may owe you any amount that you owe
to us, or our affiliates, for any reason whatsoever, including without limitation, Royalties, Advertising Fees, late
payment penalties and late payment interest, amounts owed to us or our affiliates for purchases or services or for
any other reason. Thus, payments that we make to you may be reduced, in our discretion, by amounts that you
owe to us or our affiliates from time to time. In particular, we may retain (or direct to our affiliates) any amounts
that we have received for your account as a credit and payment against any amounts that you may owe to us, or
our affiliates, at any time. We may do so without notice to you at any time. However, you do not have the right to
offset payments owed to us for amounts purportedly due to you from us.

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6. TRAINING AND ASSISTANCE.

6.1 INITIAL TRAINING. Before the Restaurant opens, we will furnish initial training on the operation of a
RAGIN' RIBS(R) Restaurant to you and 1 other person (or, if you are a Business Entity, up to 2 of your
owners). The training lasts for 2 weeks and will be furnished at our designated training facility and/or at an
operating RAGIN' RIBS(R) Restaurant, as we specify. You, or your owners, are required to complete the initial
training tO our satisfaction. Successful completion of the initial training program by you, or your owners, is a
condition to the opening of the RAGIN' RIBS(R) Restaurant to the public. You also are required to participate in
all otheR activities required to operate the Restaurant. Although we will furnish initial training to you, or your
owners, at no additional fee or other charge, you will be responsible for all travel and living expenses which such
persons incur in connection with training. You agree to replace an employee if we determine that he is not
qualified to serve at the Restaurant. If we determine that you, or your owners, are unable to complete initial
training to our satisfaction, we have the right to terminate this Agreement.

6.2 PRE-OPENING ASSISTANCE. We will give you such on-premises, pre-opening assistance as we deem
appropriate.

6.3 PERIODIC TRAINING. We may require you, or your owners, to attend periodic refresher training courses
at such times and locations that we designate, and we may charge fees for such courses.

6.4 GENERAL GUIDANCE. We will advise you from time to time regarding the operation of the Restaurant
based on reports you submit to us or inspections we make. In addition, we will furnish guidance to you with
respect to:

(a) standards, specifications and operating procedures and methods utilized by RAGIN' RIBS(R) Restaurants;

(b) purchasing required fixtures, furnishings, equipment, signs, products, materials and supplies;

(c) recipes, food preparation methods, and menu items;

(d) use of suppliers, approved products, volume buying;

(e) advertising and marketing programs;

(f) employee training; and

(g) administrative, bookkeeping and accounting procedures.

Such guidance will, at our discretion, be furnished in our Manual, bulletins or other written materials and/or during
telephone consultations, e-mails, web-based or other electronic means and/or consultations at our office or the
Restaurant.

                                                         12
At your request, we will furnish additional guidance and assistance and, in such a case, may charge the per diem
fees and charges we establish from time to time. If you request or we require additional or special training for
your employees, all of the expenses that we incur in connection with such training, including per diem charges and
travel and living expenses for our personnel, will be your responsibility.

7. MARKS.

7.1 OWNERSHIP AND GOODWILL OF MARKS AND THE ART. Your right to use the Marks is derived
solely from this Agreement and limited to your operation of the Restaurant at the Site pursuant to and in
compliance with this Agreement and all System Standards we prescribe from time to time during the Term. Your
unauthorized use of the Marks will be a breach of this Agreement and an infringement of our rights in and to the
Marks and the Art. You acknowledge and agree that your usage of the Marks and any goodwill established by
such use will be exclusively for our benefit and that this Agreement does not confer any goodwill or other interests
in the Marks upon you (other than the right to operate the Restaurant in compliance with this Agreement). All
provisions of this Agreement applicable to the Marks apply to any additional proprietary trade and service marks
and commercial symbols we authorize you to use.

7.2 LIMITATIONS ON YOUR USE OF MARKS. You agree to use the Marks we designate and in the
manner we designate as the sole identification of the Restaurant, except that you agree to identify yourself as the
independent owner in the manner we prescribe. You may not use modifying words, terms, designs or symbols
(other than logos we license to you), or in any modified form, nor may you use any Mark in connection with the
performance or sale of any unauthorized services or products or in any other manner we have not expressly
authorized in writing. No Mark may be used in any advertising concerning the transfer, sale or other disposition of
the Restaurant or an ownership interest in you. You agree to display the Marks prominently in the manner we
prescribe at the Restaurant, on supplies or materials we designate and in connection with forms and advertising
and marketing materials. You agree to give such notices of trade and service mark registrations as we specify and
to obtain any fictitious or assumed name registrations required under applicable law.

7.3 NOTIFICATION OF INFRINGEMENTS AND CLAIMS. You agree to notify us immediately of any
apparent infringement or challenge to your use of any Mark, or of any claim by any person of any rights in or to
any Mark, and you agree not to communicate with any person other than us, our attorneys and your attorneys in
connection with any such infringement, challenge or claim. We have sole discretion to take such action as we
deem appropriate and the right to control exclusively any litigation, U.S. Patent and Trademark Office or U.S.
Copyright Office proceeding or any other administrative proceeding arising out of any such infringement,
challenge or claim or otherwise relating to any Mark. You agree to sign any and all instruments and documents,
render such assistance and do such acts and things as, in the opinion of our attorneys, may be necessary or
advisable to protect and maintain our interests in any litigation or Patent and Trademark Office, U.S. Copyright
Office or other proceeding or otherwise to protect and maintain our interests in the Marks.

7.4 DISCONTINUANCE OF USE OF MARKS. If it becomes advisable at any time in our sole discretion for
us and/or you to modify or discontinue the use of any Mark and/or use one or more additional or substitute trade
or service marks, including the complete replacement of any Mark and usage of other marks (due to

                                                        13
merger, acquisition or otherwise), you agree to comply with our directions within a reasonable time after receiving
notice. We will not reimburse you for any loss of revenue attributable to any modified or discontinued Mark or
for any expenditures you make to change Marks or to promote a modified or substitute trademark or service
mark.

8. CONFIDENTIAL INFORMATION.

8.1 TYPES OF CONFIDENTIAL INFORMATION. We possess (and will continue to develop and acquire)
certain confidential information (the "CONFIDENTIAL INFORMATION") relating to the development and
operation of RAGIN' RIBS(R) Restaurants, which includes (without limitation):

(a) the System and the know-how related to its use;

(b) plans, specifications, size and physical characteristics of RAGIN' RIBS(R) Restaurants;

(c) site selection criteria and site development methods;

(d) methods in obtaining licensing and meeting regulatory requirements;

(e) sources and design of equipment, furniture, forms, materials and supplies;

(f) marketing, advertising and promotional programs for RAGIN' RIBS(R) Restaurants;

(g) staffing and delivery methods and techniques for personal services;

(h) the selection, testing and training of personnel for RAGIN' RIBS(R) Restaurants;

(i) the recruitment, qualification and investigation methods to secure employment for employment candidates;

(j) any computer software we make available or recommend for RAGIN' RIBS(R) Restaurants;

(k) methods, techniques, formats, specifications, procedures, information and systems related to and knowledge
of and experience in the development, operation and franchising of RAGIN' RIBS(R) Restaurants;

(l) knowledge of specifications for and suppliers of certain products, materials, supplies, furniture, furnishings and
equipment;

(m) recipes, formulas, preparation methods and serving techniques;

(n) knowledge of operating results and financial performance of RAGIN' RIBS(R) Restaurants other than thosE
operated by you (or your affiliates); and

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(o) e-commerce related data (e.g., customer data, click-stream data, cookies, user data, hits and the like).

8.2 DISCLOSURE AND LIMITATIONS ON USE. We will disclose much of the Confidential Information to
you and personnel of the Restaurant by furnishing the Manuals to you and by providing training, guidance and
assistance to you. In addition, in the course of the operation of your Restaurant, you or your personnel may
develop ideas, concepts, methods, techniques or improvements ("IMPROVEMENTS") relating to your
Restaurant, which you agree to disclose to us. We will be deemed to own the Improvements and may use them
and authorize you and others to use them in the operation of RAGIN' RIBS(R) Restaurants. Improvements will
then also constitute ConfidentiaL Information.

8.3 CONFIDENTIALITY OBLIGATIONS. You agree that your relationship with us does not vest in you any
interest in the Confidential Information other than the right to use it in the development and operation of your
Restaurant, and that the use or duplication of the Confidential Information in any other business would constitute
an unfair method of competition. You acknowledge and agree that the Confidential Information is proprietary,
includes trade secrets belonging to us and is disclosed to you or authorized for your use solely on the condition
that you agree, and you therefore do agree, that you:

(a) will not use the Confidential Information in any other business or capacity;

(b) will maintain the absolute confidentiality of the Confidential Information during and after the Term;

(c) will not make unauthorized copies of any portion of the Confidential Information disclosed via electronic
medium, in written form or in other tangible form, including, for example, the Manuals; and

(d) will adopt and implement all reasonable procedures we may prescribe from time to time to prevent
unauthorized use or disclosure of the Confidential Information, including, restrictions on disclosure to your
employees and the use of nondisclosure and noncompetition agreements we may prescribe for employees or
others who have access to the Confidential Information.

8.4 EXCEPTIONS TO CONFIDENTIALITY. The restrictions on your disclosure and use of the Confidential
Information will not apply to the following:

(a) disclosure or use of information, processes, or techniques which are generally known and used in the
Restaurant business (as long as the availability is not because of a disclosure by you), provided that you have first
given us written notice of your intended disclosure and/or use; and

(b) disclosure of the Confidential Information in judicial or administrative proceedings when and only to the extent
you are legally compelled to disclose it, provided that you have first given us the opportunity to obtain an
appropriate protective order or other assurance satisfactory to us that the information required to be disclosed
will be treated confidentially.

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9. EXCLUSIVE RELATIONSHIP.

You acknowledge and agree that we would be unable to protect Confidential Information against unauthorized
use or disclosure or to encourage a free exchange of ideas and information among RAGIN' RIBS(R) Restaurants
if franchised owners of RAGIN' RIBS(R) Restaurants were permitted to hold interests in or perforM services for
a Competitive Business (defined below). You also acknowledge that we have granted the Franchise to you in
consideration of and reliance upon your agreement to deal exclusively with us. You agree that, during the Term,
neither you nor any of your owners (nor any of your or your owners' spouses or children) will:

(a) have any direct or indirect interest as a disclosed or beneficial owner in a Competitive Business;

(b) have any direct or indirect controlling interest as a disclosed or beneficial owner in a Competitive Business,
wherever located;

(c) have any direct or indirect interest as a disclosed or beneficial owner in a Competitive Business operating
within 10 miles of any RAGIN' RIBS(R) Restaurant other than the Restaurant;

(d) perform services as a director, officer, manager, employee, consultant, representative, agent or otherwise for
a Competitive Business, wherever located; or

(e) recruit or hire any person who is our employee or the employee of any RAGIN' RIBS(R) Restaurant withouT
obtaining the prior written permission of that person's employer.

The term "COMPETITIVE BUSINESS" as used in this Agreement means any business or facility owning,
operating or managing, or granting franchises or licenses to others to do so, any Restaurant or food service (other
than a RAGIN' RIBS(R) Restaurant operated under a franchise agreement with us) that features barbecue and/or
ribs as morE than 25% of the menu.

10. OPERATION AND SYSTEM STANDARDS.

10.1 OPERATIONS MANUAL. We will loan you, during the Term, one copy of our manuals (the
"MANUALS"), consisting of such materials (including, as applicable, audiotapes, videotapes, magnetic media,
computer software and written materials) that we generally furnish to franchisees from time to time for use in
operating a RAGIN' RIBS(R) Restaurant. The Manuals contain mandatory and suggested specifications,
standards, operating procedureS and rules ("SYSTEM STANDARDS") that we prescribe from time to time for
the operation of a RAGIN' RIBS(R) RestauranT and information relating to your other obligations under this
Agreement and related agreements. You agree to follow the standards, specifications and operating procedures
we establish periodically for the RAGIN' RIBS(R) System that are described in the Manuals. You also must
comply with all

                                                         16
updates and amendments to the RAGIN' RIBS(R) System as described in newsletters or notices we distribute,
including via computer systems. You musT maintain the Manuals as confidential and maintain the information in
the Manuals as secret and confidential. The Manuals may be modified, updated and revised from time to time to
reflect changes in System Standards. You agree to keep your copy of the Manuals current and in a secure
location at the Restaurant. In the event of a dispute relating to its contents, the master copy of the Manuals we
maintain at our principal office will be controlling. You may not at any time copy, duplicate, record or otherwise
reproduce any part of the Manuals. If your copy of the Manuals is lost, destroyed or significantly damaged, you
agree to obtain a replacement copy at our then applicable charge.

10.2 COMPLIANCE WITH SYSTEM STANDARDS. You acknowledge and agree that your operation and
maintenance of the Restaurant in accordance with System Standards are essential to preserve the goodwill of the
Marks and all RAGIN' RIBS(R) Restaurants. Therefore, at all times during the Term, you agree to operate and
maintain the Restaurant iN accordance with each and every System Standard, as we periodically modify and
supplement them during the Term. System Standards may regulate any one or more of the following with respect
to the Restaurant:

(a) design, layout, decor, appearance and lighting; periodic maintenance, cleaning and sanitation; periodic
remodeling; replacement of obsolete or worn-out leasehold improvements, fixtures, furnishings, equipment and
signs; periodic painting; and use of interior and exterior signs, emblems, lettering and logos, and illumination;

(b) types, models and brands of required fixtures, furnishings, equipment, signs, software, materials and supplies;

(c) required or authorized products and product categories including for all food and beverage items and portions
devoted to each supplier of products;

(d) designated or approved suppliers (which may include us) of fixtures, furnishings, Art, equipment, signs,
software, products, ingredients, materials and supplies including for all food and beverage items;

(e) terms and conditions of the sale and delivery of, and terms and methods of payment for, products, materials,
supplies and services, including direct labor, that you obtain from us, unaffiliated suppliers or others;

(f) sales, marketing, advertising and promotional programs and materials and media used in such programs;

(g) use and display of the Marks;

(h) staffing levels for the Restaurant and matters relating to managing the Restaurant; communication to us of the
identities of the Restaurant's personnel; and qualifications, training, dress and appearance of employees;

(i) days and hours of operation of the Restaurant;

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(j) participation in market research and testing and product and service development programs;

(k) acceptance of credit cards, gift certificates, coupons, other payment systems and check verification services;

(l) bookkeeping, accounting, data processing and record keeping systems, including software, and forms;
methods, formats, content and frequency of reports to us of sales, revenue, financial performance and condition;
and furnishing tax returns and other operating and financial information to us;

(m) types, amounts, terms and conditions of insurance coverage required to be carried for the Restaurant and
standards for underwriters of policies providing required insurance coverage; our protection and rights under such
policies as an additional named insured; required or impermissible insurance contract provisions; assignment of
policy rights to us; periodic verification of insurance coverage that must be furnished to us; our right to obtain
insurance coverage for the Restaurant at your expense if you fail to obtain required coverage; our right to defend
claims; and similar matters relating to insured and uninsured claims;

(n) complying with applicable laws; obtaining required licenses and permits; adhering to good business practices;
observing high standards of honesty, integrity, fair dealing and ethical business conduct in all dealings with
customers, suppliers and us; and notifying us if any action, suit or proceeding is commenced against you or the
Restaurant; and

(o) regulation of such other aspects of the operation and maintenance of the Restaurant that we determine from
time to time to be useful to preserve or enhance the efficient operation, image or goodwill of the Marks and
RAGIN' RIBS(R) Restaurants.

You agree that System Standards prescribed from time to time in the Manual, or otherwise communicated to you
in writing or other tangible form, constitute provisions of this Agreement as if fully set forth. All references to this
Agreement include all System Standards as periodically modified.

10.3 MODIFICATION OF SYSTEM STANDARDS. We may periodically modify System Standards, which
may accommodate regional or local variations as we determine, and any such modifications may obligate you to
invest additional capital in the Restaurant ("CAPITAL MODIFICATIONS") and/or incur higher operating costs;
provided, however, that such modifications will not alter your fundamental status and rights under this Agreement.
We agree to give you 90 days to comply with Capital Modifications we require, but if a Capital Modification
requires an expenditure of more than $10,000 we agree to give you 6 months from the date such request is made
to comply with such Capital Modification. You are obligated to comply with all modifications to System
Standards within the time period we specify. Capital Modifications are in addition to the costs you will incur to
repair, replace or refurbish your equipment and fixtures from time to time. Capital Modifications do no include
any expenditures you must, or choose to make solely in order to comply with applicable laws, or governmental
rules or regulations (e.g. ADA compliance).

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10.4 INTERIOR AND EXTERIOR UPKEEP. You must at all times maintain the Restaurant's interior and
exterior and the surrounding area in the highest degree of cleanliness, orderliness and sanitation and comply with
the requirements regarding the upkeep of the Restaurant established in the Manuals and by federal, state and
local laws.

10.5 HOURS OF OPERATION. You must operate the Restaurant during the hours and on the days prescribed
by us in the Manuals or otherwise approved in advance in writing by us.

10.6 ACCOUNTING, COMPUTERS AND RECORDS. You must obtain your accounting services and any
required hardware or software related to them. You must at all times maintain the records reasonably specified in
the Manuals, including, without limitation, sales, inventory and expense information. You must report Gross Sales
and other business information to us using the format, reporting system and accounting system (the "MIS
SYSTEM") that we require from time to time. The MIS System may be resident on our computer system and we
may provide you access to the MIS System through the Internet. You must provide your own internet service
provider.

10.7 TRADE ACCOUNTS AND TAXES. You must: (a) maintain your trade accounts in a current status and
seek to resolve any disputes with trade suppliers promptly; and (b) timely pay all taxes incurred in connection
with your Restaurant's operations. If you fail to maintain your trade accounts in a current status, timely pay such
taxes or any other amounts owing to any third parties or perform any non-monetary obligations to third parties,
we may, but are not required to, pay any and all such amounts and perform such obligations on your behalf. If we
elect to do so, then you must reimburse us for such amounts. You agree to repay us immediately upon receipt of
our invoice. We may also set-off the amount of any such reimbursement obligations against all amounts which we
may owe you.

10.8 PROPRIETARY MATERIALS. You must purchase from us, or approved manufacturers, or suppliers, all
articles used in operating the Restaurant and bearing any of the Marks. These items may include employee
clothing (such as shirts, hats and aprons) and menus (collectively, the "PROPRIETARY MATERIALS"), at then
prevailing prices, plus freight, taxes and delivery costs.

10.9 APPROVED PRODUCTS. You must not sell any food or beverage products or other items at the
Restaurant that we have not previously approved for sale. You must only use and display menus that have been
prescribed or approved (except for prices) in advance by us. You must sell all the food and beverage products
that are included on the prescribed or approved menus, and no others. We may negotiate group or volume
purchasing arrangements with approved suppliers. We will be entitled to all rebates, bonuses and promotional
benefits associated with those programs. You must strictly follow all of our recipes for all menu items as such
recipes are specified from time to time in the Manuals or otherwise. You must not, without our prior written
consent, sell, dispense, give away or otherwise provide food or beverage products or other items except by

                                                        19
means of retail sales or complimentary meals to employees or customers at the Restaurant, or a program of
charitable giving. You must immediately implement changes to the products, food, service or other items
requested by us, including menu changes. You must maintain an inventory of food and beverage products
sufficient to meet the daily demands of the Restaurant for all items specified in the menus. Any and all recipes or
menu changes submitted by you for inclusion on the menus will become our property and you agree to sign all
documents necessary to convey all rights and title, including all rights in such recipes to us.

10.10 MANAGEMENT. You, or one of your owners, must assume responsibilities for the Restaurant's day-to-
day management and operation and supervise the Restaurant's personnel. The Restaurant must at all times be
under your, or your owner's, direct supervision.

10.11 PERSONNEL. You must hire, train and supervise Restaurant personnel in accordance with the
specifications set forth in the Manuals. All personnel must meet every requirement imposed by applicable federal,
state and local law and those required by us as a condition to their employment. All persons you employ that
have access to any of the Confidential Information must sign a Confidentiality and Noncompetition Agreement in
a form satisfactory to us. You are liable to us for any unauthorized disclosure of such information by any of your
Owners, directors, employees, representatives or agents.

10.12 SYSTEM TECHNOLOGIES. You must acquire, license and use in developing and operating your
Restaurant, the Software we designate or approve for use by RAGIN' RIBS(SM) Restaurants (collectively, the
"SOFTWARE"), and the computer services, components, equipment, computer hardware, telecommunications
and Point of Sale, equipment or services that we periodically specify in the manner we designate (collectively, the
"COMPUTER SYSTEM"). We may require you to obtain specified computer and communications hardware,
equipment, components or Software and services (like DSL, Frac, T-1, Road Runner or ISP) and may modify
specifications for and components of the Computer System from time to time. Our modifications and
specifications for components, equipment, services and operating or communications of the Computer System
may require you to incur cost to purchase, lease or license new or modified Software or computer or
communications hardware, equipment, components or Software and to obtain service and support for the
Computer System during the Term of this Agreement. You agree to incur such costs in connection with obtaining
the computer hardware and Software comprising the Computer System (or additions or modifications) operating
it in accordance with our System Standards and ensuring that it is compatible with, and capable of participation in
and performing the functions we designate for engaging in any form of e-commerce we designate or approve.
Within 15 days after you receive notice from us, you must obtain the components of the Computer System that
we designate and require. The Computer System must be capable of connecting with our Computer System
performing the functions we designate, including permitting us to review the results of your Restaurant's
operations, and engaging in any e-commerce activities that we designate or approve. We also have the right to
charge you a reasonable systems fee for modifications of and enhancements made to any proprietary software
that we license to you and other maintenance and support services that we or our affiliates furnish to you related
to the Computer System.

11. ADVERTISING AND PROMOTION.

11.1 ESTABLISHMENT OF NATIONAL ADVERTISING FUND. We have established a national
advertising fund (the "ADVERTISING FUND") for such advertising, marketing and public relations programs
and materials on a system-wide basis that we deem necessary or appropriate in our sole discretion. You agree to
contribute to the Advertising Fee to the Advertising Fund. We reserve the right to defer or reduce Advertising
Fees of a RAGIN' RIBS(R) Restaurant franchisee and, upon 30 days' prior written notice to you, to reduce or
suspend Advertising

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Fees to and operations of the Advertising Fund for one or more periods of any length and to terminate (and, if
terminated, to reinstate) the Advertising Fund. If the Advertising Fund is terminated, all unspent monies, less any
outstanding accounts payable and other obligations, on the date of termination will be distributed to our
franchisees in proportion to their respective Advertising Fees to the Advertising Fund during the preceding 12
Months. Our affiliates will contribute to the Advertising Fund on the same basis as franchise owners for any
RAGIN' RIBS(R) Restaurants they own and operate.

11.2 USE OF THE FUNDS. We will direct all programs financed by the Advertising Fund, with sole discretion
over the creative concepts, materials and endorsements, and the geographic, market and media placement and
allocation. You agree that the Advertising Fund may be used to pay the costs of preparing and producing video,
audio and written advertising materials; administering regional and multi-regional advertising programs, including,
without limitation, purchasing direct mail and other media advertising and employing advertising, promotion and
marketing agencies; marketing and advertising training programs and materials; and supporting public relations,
market research and other advertising, promotion and marketing activities. The Advertising Fund periodically will
furnish you with samples of advertising, marketing and promotional formats and materials at no cost. Multiple
copies of such materials will be furnished to you at our direct cost of producing them, plus any related shipping,
handling and storage charges.

11.3 ACCOUNTING FOR THE FUND. The Advertising Fund will be accounted for separately from our other
funds and will not be used to defray any of our general operating expenses, except for such reasonable salaries,
administrative costs, travel expenses and overhead, including rent and utilities, as we may incur in activities related
to the administration of the Advertising Fund and its programs, including, without limitation, conducting market
research, preparing advertising, promotion and marketing materials and collecting and accounting for
contributions to the Advertising Fund. All interest earned on monies contributed to the Advertising Fund will be
used to pay advertising costs before other assets of the Advertising Fund are expended. We may spend, on
behalf of the Advertising Fund, in any fiscal year an amount greater or less than the aggregate contribution of all
RAGIN' RIBS(R) Restaurants to the Advertising Fund in that year. The Advertising Fund may borrow from us
or otherS to cover deficits or invest any surplus for future use. If we lend money to the Advertising Fund, we may
charge interest at an annual rate 1% greater than the rates we pay our lenders. We will prepare an annual
statement of monies collected and costs incurred by the Advertising Fund and furnish the statement to you upon
written request. We have the right to cause the Advertising Fund to be incorporated or operated through a
separate entity at such time as we deem appropriate, and such successor entity will have all of the rights and
duties specified in this Agreement.

11.4 ADVERTISING FUND LIMITATIONS. You acknowledge that the Advertising Fund is intended to
maximize recognition of the Marks and patronage of RAGIN' RIBS(R) Restaurants. Although we will endeavor
to utilize thE Advertising Fund to develop advertising and marketing materials and programs and to place
advertising that will benefit all RAGIN' RIBS(R) Restaurants, we undertake no obligation to ensure that
expenditures by the AdvertisinG Fund in or affecting

                                                          21
any geographic area are proportionate or equivalent to the contributions to the Advertising Fund by RAGIN'
RIBS(R) Restaurants operating in that geographic area or that any RAGIN' RIBS(R) Restaurant wIll benefit
directly or in proportion to its contribution to the Advertising Fund from the development of advertising and
marketing materials or the placement of advertising. Except as expressly provided in this section, we assume no
direct or indirect liability or obligation to you with respect to collecting amounts due to, or maintaining, directing
or administering, the Advertising Fund.

11.5 ADVERTISING AND PROMOTION. You agree that any advertising, promotion and marketing you
conduct will be completely clear and factual and not misleading and conform to the highest standards of ethical
marketing and the promotion policies which we prescribe from time to time. Samples of all advertising,
promotional and marketing materials which we have not prepared or previously approved must be submitted to
us for approval before you use them. If you do not receive written approval within 15 days after our receipt of
such materials, we will be deemed to have disapproved the materials. You may not use any advertising or
promotional materials that we have not approved.

11.6 WEBSITES. We have the right to control all use of URL's, domain names, websites, addresses, metatags,
links, key words, e-mail addresses and any other means of electronic identification or origin ("E-NAMES"). We
also have the right to designate, approve, control or limit all aspects of your use of the Internet, Intranet, World
Wide Web, wireless technology, digital cable, use of e-names, e-mail, websites, home pages, bulletin boards,
chatrooms, e-mail, linking, framing, on-line purchasing cooperatives, marketplaces, barter exchanges, and related
technologies, methods, techniques, registrations, networking, and any electronic communication, commerce,
computations, or any means of interactive electronic documents contained in a network of computers or similar
devices linked by communications software (collectively, "E-COMMERCE"). You must follow all of System
Standards for the use and regulation of e-commerce and e-names. We may require that you provide graphical,
photographic, written or other forms of artistic or literary content to us for use in e-commerce activities
associated with the Marks or the System which we may designate. We may restrict your use of e-commerce to a
centralized website, portal or network or other form of e-commerce designated by us operated by us or our
designee. We may require that you provide information to us via e-commerce. We may require you to coordinate
your e-commerce activities with us. We may charge you our then current fees for such e-commerce activities
which we designate. We may require you to obtain the services of and pay the then current fees for ISP and ASP
services and the like. You recognize and agree that between you and us, we own all rights to all interest in and to
any data collected via e-commerce related to the System, the Marks and Copyrights, including any customer
data, click-stream data, cookies, user data, hits and the like: such information is deemed by us to be and
constitutes our Confidential Information.

11.7 LOCAL ADVERTISING. You are encouraged to spend a minimum of 2% of your Gross Sales on
approved forms of local advertising and promotion. At your expense, you must obtain telephone directory listings
in the "white and yellow pages" in the size and manner we specify, displaying the Marks. If other franchise owners
operate RAGIN' RIBS(R) Restaurants in the market area serviced by the directories, then you must participate in
and pay your prO rata share (based on number of Restaurants) of the cost of such listings and advertising.

                                                          22
11.8 CO-OP PARTICIPATION AND CONTRIBUTIONS. If a group of RAGIN' RIBS(R) Restaurant
Franchise Owners iS established in a geographic area in which your Restaurant is located to do joint advertising,
marketing and promotion (the "CO-OP"), you must join and actively participate in it. You also must contribute to
the Co-op such amounts as are determined from time to time by us, not to exceed 1% of your Gross Sales. Your
local advertising requirement will be reduced by the amount that you contribute to any Co-op. We will set the
amount of those contributions. The Co-op will adopt its own rules, regulations and procedures, which you must
follow. However, the rules, regulations and procedures of the Co-op must be approved by us. All advertising
utilized by the Co-op must not be used unless and until we have reviewed and approved it. We also have the
right to participate in any meetings of the Co-op and its members. Your failure to timely contribute the amounts
required by the Co-op constitutes a material breach of the provisions of this Agreement and we may offset
against any amounts we otherwise owe to you the amount of your Co-op contributions and pay such
contributions for you.

11.9 PROMOTION OF THE FRANCHISE SYSTEM. You agree to place any and all materials promoting the
Franchise System that we from time to time provide to you. You will place all such materials in the manner in
which we designate.

12. RECORDS, REPORTS AND FINANCIAL STATEMENTS.

12.1 ACCOUNTING SYSTEM. You must deliver to us the financial and operating reports in the form, manner,
content and time we specify from time to time. You will make available for our review and inspection during
normal business hours all original books and records that we want to ascertain and verify financial statements or
reports. You will maintain all of your books and records in accordance with generally accepted accounting
principles. You will maintain and preserve such records during the entire Term and for 5 years following
expiration or termination of this Agreement. Such records include deposit reports and receipts, cash receipts
journal, general ledgers, cash disbursement journals, weekly payroll registers, monthly bank statements, supplier
invoices (paid and unpaid), accounts payable journals, balance sheets, profit and loss statements, inventory
records, records of wholesale accounts and such other records as we may require. We may use the information
obtained as we deem appropriate, except that information you designate as confidential will not be disclosed to
third parties in a manner that identifies you as the subject or source except: (i) with your permission, (ii) as may be
required by law, (iii) in connection with audits or collections under this Agreement; or shared within the RAGIN'
RIBS(SM) Restaurant system (you understand that we disseminate operational and financial data throughout the
system and to prospects). We may require you to use approved computer hardware and software.

12.2 REPORTS. You agree to furnish to us on such forms that we prescribe from time to time:

(a) on Monday of each week, a report on the Restaurant's Gross Sales during the preceding week;

                                                          23
(b) within 30 days after the end of each quarter, a profit and loss statement for the Restaurant for the immediately
preceding quarter and year-to-date and a balance sheet as of the end of such quarter; and

(c) within 60 days after the end of the Restaurant's fiscal year, annual profit and loss and source and use of funds
statements and a balance sheet for the Restaurant as of the end of such fiscal year.

12.3 ACCESS TO INFORMATION. You agree to verify and sign each report and financial statement in the
manner we prescribe. We have the right to disclose data derived from such reports. We also have the right to
require you to have reviewed or audited financial statements prepared on an annual basis if you have been late in
making payments or sending us reports or we determine that you have understated Gross Sales by over 2%
twice or more during any 3 month period. You will provide us copies of any reviewed or audited financial
statements (if any) promptly after you receive them. Moreover, we have the right as often as we deem
appropriate (including on a daily basis) to access all computer registers and other computer systems that you are
required to maintain in connection with the operation of the Restaurant and to retrieve all information relating to
the Restaurant's operations. At our request, you will promptly send us true and correct copies of all federal and
state income, sales, excise and other tax returns.

13. INSPECTIONS AND AUDITS.

13.1 OUR RIGHT TO INSPECT THE RESTAURANT. To determine whether you and the Restaurant are
complying with this Agreement and all System Standards, we and our designated agents have the right at any time
during your regular business hours, and without prior notice to you, to:

(a) inspect the Restaurant;

(b) observe, photograph and videotape the operations of the Restaurant for such consecutive or intermittent
periods as we deem necessary;

(c) remove samples of any products, materials or supplies for testing and analysis;

(d) interview personnel and customers of the Restaurant; and

(e) inspect and copy any books, records, tax returns and documents relating to your operation of the Restaurant.

You agree to cooperate with us fully in connection with any such inspections, observations, photographing,
videotaping, product removal and interviews. You agree to present to your customers such evaluation forms that
we periodically prescribe and to participate and/or request your customers to participate in any surveys
performed by us or on our behalf. You must immediately correct or repair any unsatisfactory conditions we
specify.

13.2 OUR RIGHT TO AUDIT. We have the right at any time during your business hours, and without prior
notice to you, to inspect and audit, or cause to be inspected and audited, your (if you are a Business Entity) and
the Restaurant's business, bookkeeping and accounting records, sales and income tax

                                                         24
records and returns and other records. You agree to cooperate fully with our representatives and independent
accountants we hire to conduct any such inspection or audit. You must immediately pay us any shortfall in the
amounts you owe us (regardless of the degree), including late fees and interest. You agree to reimburse us for the
cost of such inspection or audit, including, without limitation, the charges of attorneys and independent
accountants and the travel expenses, room and board and compensation of our employees if:

(a) our inspection or audit is made necessary by your failure to furnish reports, supporting records or other
information we require, or to furnish such items on a timely basis; and/or

(b) our audit or inspection reveals that you understated Gross Sales by over 2%.

The foregoing remedies are in addition to our other remedies and rights under this Agreement and applicable law.

14. TRANSFER.

14.1 BY US. This Agreement is fully transferable by us and will inure to the benefit of any transferee or other
legal successor to our interests. In the event of a transfer, we will require the assignee to assume all of our
obligations under this Agreement.

14.2 BY YOU. You understand and acknowledge that the rights and duties created by this Agreement are
personal to you (or, if you are a Business Entity, to your owners) and that we have granted the Franchise to you
in reliance upon our perceptions of your (or your owners') individual or collective character, skill, aptitude,
attitude, business ability and financial capacity. Accordingly, neither this Agreement (nor any interest in it) nor any
ownership or other interest in you or the Restaurant may be transferred without our prior written approval. Any
transfer without such approval constitutes a breach of this Agreement and is void and of no effect. As used in this
Agreement, the term "TRANSFER" includes your (or your owners') voluntary, involuntary, direct or indirect
assignment, sale, gift or other disposition of any interest in: (a) this Agreement; (b) you; or (c) the Restaurant.

An assignment, sale, gift or other disposition includes the following events:

(i) transfer of ownership of 10% or more of any capital stock or a partnership interest or any other interest that
affects control over the Business Entity;

(ii) merger or consolidation or issuance of additional securities or interests representing an ownership interest in
you;

(iii) any issuance or sale of your stock or any security convertible to your stock;

                                                          25
(iv) transfer of an interest in you, this Agreement or the Restaurant in a divorce, insolvency or corporate or
partnership dissolution proceeding or otherwise by operation of law;

(v) transfer of an interest in you, this Agreement or the Restaurant, in the event of your death or the death of one
of your owners, by will, declaration of or transfer in trust or under the laws of intestate succession; or

(vi) pledge of this Agreement (to someone other than us) or of an ownership interest in you as security,
foreclosure upon the Restaurant or your transfer, surrender or loss of possession, control or management of the
Restaurant.

14.3 CONDITIONS FOR APPROVAL OF TRANSFER. If you (and your owners) are in full compliance with
this Agreement, then subject to the other provisions of this Section , we will approve a transfer that meets all the
applicable requirements of this Section. The proposed transferee and its direct and indirect owners must be
individuals of good character and otherwise meet our then applicable standards for RAGIN' RIBS(R)
RestauranT franchisees. A transfer of ownership, possession or control of the Restaurant may be made only in
conjunction with a transfer of this Agreement. If the transfer is of this Agreement or a controlling interest in you,
or is one of a series of transfers which in the aggregate constitute the transfer of this Agreement or a controlling
interest in you, all of the following conditions must be met prior to or concurrently with the effective date of the
transfer:

(a) the transferee has sufficient business experience, aptitude and financial resources to operate the Restaurant;

(b) you have paid all Royalties, Advertising Fees, amounts owed for purchases from us and all other amounts
owed to us or to third-party creditors and have submitted all required reports and statements;

(c) the transferee (or its owners) have agreed to complete our standard training program, at their expense;

(d) the transferee has agreed to be bound by all of the terms and conditions of this Agreement;

(e) the transferee has entered into our then-current form of Franchise Agreement for a Term ending on the
expiration date of this Agreement and requiring no initial franchise fee;

(f) the transferee agrees to upgrade the Restaurant to conform to our then-current standards and specifications;

(g) you or the transferee pay us a transfer fee as set by us from time to time, but in no event less than $10,000, to
defray expenses we incur in connection with the transfer, including the costs of training the transferee (or its
owners) and other personnel

                                                         26
(h) you (and your transferring owners) have signed a general release, in form satisfactory to us, of any and all
claims against us and our shareholders, officers, directors, employees and agents;

(i) we have approved the material terms and conditions of such transfer and determined that the price and terms
of payment will not adversely affect the transferee's operation of the Restaurant;

(j) if you or your owners finance any part of the sale price of the transferred interest, you and/or your owners
have agreed that all of the transferee's obligations pursuant to any promissory notes, agreements or security
interests that you or your owners have reserved in the Restaurant are subordinate to the transferee's obligation to
pay Royalties, Advertising Fees and other amounts due to us and otherwise to comply with this Agreement;

(k) you and your transferring owners (and your and your owners' spouses and children) have signed a non-
competition covenant in favor of us and the transferee agreeing to be bound, commencing on the effective date of
the transfer, by the restrictions contained in this Agreement; and

(l) you and your transferring owners have agreed that you and they will not directly or indirectly at any time or in
any manner (except with respect to other RAGIN' RIBS(R) Restaurants you own and operate) identify yourself
or themselves or any business as a current or former RAGIN' RIBS(R) Restaurant, or aS one of our licensees or
franchisees, use any Mark, any colorable imitation of a Mark, or other indicia of a RAGIN' RIBS(R) Restaurant
in any manner or for any purpose or utilize for any purpose any trade name, trade or service mark or other
commercial symbol that suggests or indicates a connection or association with us.

14.4 TRANSFER TO A BUSINESS ENTITY. If you are in full compliance with this Agreement, you may
transfer this Agreement to a Business Entity that conducts no business other than the Restaurant and, if
applicable, other RAGIN' RIBS(R) Restaurant so long as you own, control and have the right to vote 51% or
more of its issued anD outstanding ownership interests (like stock or partnership interests) and you guarantee its
performance under this Agreement. All other owners are subject to our approval. The organizational or governing
documents of the Business Entity must recite that the issuance and transfer of any ownership interests in the
Business Entity are restricted by the terms of this Agreement, are subject to our approval, and all certificates or
other documents representing ownership interests in the Business Entity must bear a legend referring to the
restrictions of this Agreement. As a condition of our approval of the issuance or transfer of ownership interests to
any person other than you, we may require (in addition to the other requirements we have the right to impose)
that the proposed owner sign an agreement, in a form provided or approved by us, agreeing to be bound jointly
and severally by, to comply with, and to guarantee the performance of, all of the your obligations under this
Agreement.

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14.5 TRANSFER UPON DEATH OR DISABILITY. Upon your death or disability or, if you are a Business
Entity, the death or disability of the owner of a controlling interest in you, we may require you (or such owner's
executor, administrator, conservator, guardian or other personal representative) to transfer your interest in this
Agreement (or such owner's interest in you) to a third party. Such disposition (including, without limitation,
transfer by bequest or inheritance) must be completed within the time we designate, not less than 1 month but not
more than 6 months from the date of death or disability. Such disposition will be subject to all of the terms and
conditions applicable to transfers contained in this Section. A failure to transfer your interest in this Agreement or
the ownership interest in you within this period of time constitutes a breach of this Agreement. For purposes of
this Agreement, the term "DISABILITY" means a mental or physical disability, impairment or condition that is
reasonably expected to prevent or actually does prevent you or an owner of a controlling interest in you from
managing and operating the Restaurant.

14.6 OPERATION UPON DEATH OR DISABILITY. If, upon your death or disability or the death or
disability of the owner of a controlling interest in you, the Restaurant is not being managed by a trained manager,
your or such owner's executor, administrator, conservator, guardian or other personal representative must within
a reasonable time, not to exceed 15 days from the date of death or disability, appoint a manager to operate the
Restaurant. Such manager will be required to complete training at your expense. Pending the appointment of a
manager as provided above or if, in our judgment, the Restaurant is not being managed properly any time after
your death or disability or after the death or disability of the owner of a controlling interest in you, we have the
right, but not the obligation, to appoint a manager for the Restaurant. All funds from the operation of the
Restaurant during the management by our appointed manager will be kept in a separate account, and all expenses
of the Restaurant, including compensation, other costs and travel and living expenses of our manager, will be
charged to this account. We also have the right to charge a reasonable management fee (in addition to the
Royalty and Advertising Fee payable under this Agreement) during the period that our appointed manager
manages the Restaurant. Operation of the Restaurant during any such period will be on your behalf, provided that
we only have a duty to utilize our best efforts and will not be liable to you or your owners for any debts, losses or
obligations incurred by the Restaurant or to any of your creditors for any products, materials, supplies or services
the Restaurant purchases during any period it is managed by our appointed manager.

14.7 EFFECT OF CONSENT TO TRANSFER. Our consent to a transfer of this Agreement and the
Restaurant or any interest in you does not constitute a representation as to the fairness of the terms of any
contract between you and the transferee, a guarantee of the prospects of success of the Restaurant or transferee
or a waiver of any claims we may have against you (or your owners) or of our right to demand the transferee's
exact compliance with any of the terms or conditions of this Agreement.

15. SUCCESSOR TERMS.

15.1 ACQUISITION. Upon expiration of this Agreement, subject to the conditions of this Section, you will have
the right to acquire a successor franchise to operate the a RAGIN' RIBS(R) Restaurant for 2 additional 5-yeaR
periods on the terms and conditions of the franchise agreement we are then using in granting franchises for
RAGIN' RIBS(R) Restaurants, if you (and each of your owners) have substantially complied with this Agreement
durinG its Term, and either:

                                                         28
(a) you maintain possession of and agree to remodel and/or expand the Restaurant, add or replace
improvements, equipment and signs and otherwise modify the Restaurant as we require to bring it into compliance
with specifications and standards then applicable for RAGIN' RIBS(R) Restaurants; or

(b) if you are unable to maintain possession of the Site, or if in our judgment the Restaurant should be relocated,
you secure substitute premises we approve, develop such premises in compliance with specifications and
standards then applicable for RAGIN' RIBS(R) Restaurants and continue to operate thE Restaurant at the Site
until operations are transferred to the substitute premises.

15.2 GRANT. You must give us written notice of your election to acquire a successor franchise during not less
than 6 months prior to the expiration of the Term. We will respond ("RESPONSE NOTICE"), within 30 days
after we receive your notice, of our decision, either:

(a) to grant you a successor franchise;

(b) to grant you a successor franchise on the condition that deficiencies of the Restaurant, or in your operation of
the Restaurant, are corrected; or

(c) not to grant you a successor franchise based on our determination that you and your owners have not
substantially complied with this Agreement during its Term.

If applicable, our Response Notice will:

(a) describe the remodeling and/or expansion of the Restaurant and other improvements or modifications required
to bring the Restaurant into compliance with then applicable specifications and standards for RAGIN' RIBS(R)
Restaurants; and

(b) state the actions you must take to correct operating deficiencies and the time period in which such deficiencies
must be corrected.

If we elect not to grant a successor franchise, the Response Notice will describe the reasons for our decision.
Your right to acquire a successor franchise is subject to your continued compliance with all of the terms and
conditions of this Agreement through the date of its expiration, in addition to your compliance with the obligations
described in the Response Notice.

In our discretion, we may extend the Term for such period of time as we deem necessary in order to provide you
with either reasonable time to correct deficiencies or notice of our refusal to grant a successor franchise.

15.3 AGREEMENTS/RELEASES. If you satisfy all of the other conditions to the grant of a successor franchise,
you and your owners agree to sign the form of franchise agreement and any ancillary agreements we are then
customarily using in connection with the grant of successor franchises for RAGIN' RIBS(R) Restaurants. You
anD your owners further agree to sign general releases, in form satisfactory to us, of any and all claims against us
and our shareholders, officers, directors, employees, agents, successors and assigns. Failure by you or your
owners to sign such agreements and releases and deliver them to us for acceptance and signature within 15 days
after their delivery to you will be deemed an election not to acquire a successor franchise.

                                                         29
15.4 TRAINING AND REFRESHER PROGRAMS. Our grant of a successor franchise is also conditioned on
the satisfactory completion by you (or a your owners) of any new training and refresher programs as we may
reasonably require.

15.5 FEES AND EXPENSES. Our grant of a successor franchise is contingent on your payment to us of a
successor franchise fee of $5,000. We must receive the fee from you at the time of your election, but not later
than 10 days prior to the expiration date of this Agreement. In addition, we have the right to charge you for
services we render to you and expenses we incur in conjunction with the grant of the successor franchise.
Payment of those charges is due upon your receipt of our invoice.

15.6 SUBSEQUENT SUCCESSOR FRANCHISES. The fees and other conditions for any later granting of
subsequent successor franchises will be governed by the successor franchise agreement (as described above);
except that the first 5-year successor franchise will also be for 5 years.

16. TERMINATION OF AGREEMENT.

16.1 ON NOTICE. We have the right to terminate this Agreement, effective upon delivery of written notice of
termination to you, if:

(a) you (or any of your owners) have made any material misrepresentation or omission in connection with your
purchase of the Franchise;

(b) you fail to begin operating the Restaurant within 6 months of the Effective Date;

(c) your, or your owners, failure to successfully complete initial or any other training to our satisfaction;

(d) you abandon or fail to actively operate the Restaurant for 5 or more consecutive business days, unless the
Restaurant has been closed for a purpose we have approved or because of casualty or government order;

(e) you surrender or transfer control of the operation of the Restaurant without our prior written consent;

(f) you (or any of your owners) are or have been convicted by a trial court of, or plead or have pleaded no
contest, or guilty, to, a felony or other serious crime or offense;

(g) you (or any of your owners) engage in any dishonest or unethical conduct which may adversely affect the
reputation of the Restaurant or another RAGIN' RIBS(R) Restaurants or the goodwill associated with thE
Marks;

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(h) you understate Gross Sales by 2% or more, or our audits or investigations show that you understated Gross
Sales by 2% or more 2 or more times during any 6-week period;

(i) you (or any of your owners) make an unauthorized assignment of this Agreement or of an ownership interest in
you, the Restaurant or the Art;

(j) in the event of your death or disability or the death or disability of the owner of a controlling interest in you, this
Agreement or such owner's interest in you is not assigned as required under this Agreement;

(k) you lose the right to possession of the Site;

(l) you (or any of your owners) make any unauthorized use or disclosure of any Confidential Information or use,
duplicate or disclose any portion of the Manual in violation of this Agreement;

(m) you violate any health, safety or sanitation law, ordinance or regulation and have not immediately cured the
violation to both our satisfaction and that of the governmental authority;

(n) you fail to make payments of any amounts due to us and do not correct such failure within 10 days after
written notice of such failure is delivered to you;

(o) you fail to pay when due any federal or state income, service, sales or other taxes due on the operations of
the Restaurant, unless you are in good faith contesting your liability for such taxes;

(p) you (or any of your owners) fail to comply with any other provision of this Agreement or any System
Standard and do not correct such failure within 30 days after written notice of such failure to comply is delivered
to you;

(q) you (or any of your owners) fail on 2 or more separate occasions within any period of 12 consecutive months
or on 6 occasions during the Term to submit when due reports or other data, information or supporting records,
to pay when due any amounts due to us or otherwise to comply with this Agreement, whether or not such failures
to comply were corrected after written notice of such failure was delivered to you; or

(r) you make an assignment for the benefit of creditors or admit in writing your insolvency or inability to pay your
debts generally as they become due; you consent to the appointment of a receiver, trustee or liquidator of all or
the substantial part of your property; the Restaurant is attached, seized, subjected to a writ or distress warrant or
levied upon, unless such attachment, seizure, writ, warrant or levy is vacated within 30 days; or any order
appointing a receiver, trustee or liquidator of you or the Restaurant is not vacated within 30 days following the
entry of such order.

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16.2 AFTER NOTICE. We may also terminate this Agreement after we notify you of our intention to do so
because of the occurrence of any of the following events and your failure to cure it within 30 days of our notice:

(a) you or a trained manager is not present at the Restaurant during all open hours;

(b) failure to keep the Restaurant open during the required hours;

(c) purchasing or leasing any product or service from an unapproved supplier;

(d) failure to participate in a Co-op;

(e) failure to pay taxes and assessments;

(f) failure to obtain and maintain required permits

(g) if you are a Business Entity, failure to maintain active status in your state of organization;

(h) failure to promptly pay any amounts due us or your suppliers;

(i) failure to timely make required reports;

(j) failure to maintain sufficient liquid funds to pay amounts to us via electronic transfer;

(k) you violate any other provision of this Agreement;

(l) failure to maintain any standards or procedures contained in the Operations Manual;

(m) continued violation of any law, ordinance, rule or regulation of a governmental agency;

(n) failure to obtain any approvals or consents required by this Agreement;

(o) you abandon the Restaurant; or

(p) you lose the right to possession of the Restaurant.

17. RIGHTS AND OBLIGATIONS UPON TERMINATION.

17.1 PAYMENT OF AMOUNTS OWED TO US. You agree to pay us within 15 days after the effective date
of termination or expiration of this Agreement, or on such later date that the amounts due to us are determined,
such Royalties, Advertising Fees, amounts owed for purchases from us, interest due on any of the foregoing and
all other amounts owed to us which are then unpaid.

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17.2 MARKS. Upon the termination or expiration of this Agreement:

(a) you may not directly or indirectly at any time or in any manner (except with respect to other RAGIN' RIBS
(R) Restaurants you own and operate) identify yourself or any business as a current or former RAGIN' RIBS(R)
Restaurant, or as one of our licensees or franchisees, use any Mark, any colorable imitation of A Mark or other
indicia of a RAGIN' RIBS(R) Restaurant in any manner or for any purpose or utilize for anY purpose any trade
name, trade or service mark or other commercial symbol that indicates or suggests a connection or association
with us;

(b) you agree to take such action as may be required to cancel all fictitious or assumed name or equivalent
registrations relating to your use of any Mark;

(c) if we do not have or do not exercise an option to purchase the Restaurant, you agree to deliver to us within
30 days after, as applicable, the effective date of expiration of this Agreement or the Notification Date all signs,
sign-faces, sign-cabinets, marketing materials, forms and other materials containing any Mark or otherwise
identifying or relating to a RAGIN' RIBS(R) Restaurant and allow us, without liability to you or third parties, to
remove all such items from the Restaurant;

(d) if we do not have or do not exercise an option to purchase the Restaurant, you agree that, after, as
applicable, the effective date of expiration of this Agreement or the Notification Date, you will promptly and at
your own expense make such alterations we specify to distinguish the Restaurant clearly from its former
appearance and from other RAGIN' RIBS(R) Restaurants so as to prevent confusion by thE public;

(e) if we do not have or do not exercise an option to purchase the Restaurant, you agree that, after, as applicable,
the effective date of expiration of this Agreement or the Notification Date, you will notify the telephone company
and all telephone directory publishers of the termination or expiration of your right to use any telephone, telecopy
or other numbers and any regular, classified or other telephone directory listings associated with any Mark,
authorize the transfer of such numbers and directory listings to us or at our direction and/or instruct the telephone
company to forward all calls made to your telephone numbers to numbers we specify; and

(f) you agree to furnish us, within 30 days after, as applicable, the effective date of expiration of this Agreement
or the Notification Date, with evidence satisfactory to us of your compliance with the foregoing obligations.

17.3 CONFIDENTIAL INFORMATION. You agree that, upon termination or expiration of this Agreement,
you will immediately cease to use any of our Confidential Information in any business or otherwise and return to
us all copies of the Manual and any other confidential materials that we have loaned to you.

17.4 COMPETITIVE RESTRICTIONS. Upon our termination of this Agreement in accordance with its terms
and conditions, or expiration of this Agreement (if we offer, but you elect not to acquire, a successor franchise),

                                                         33
(a) you and your owners agree that, for a period of 2 years commencing on the effective date of termination or
expiration or the date on which a person restricted by this Section begins to comply with this Section, whichever
is later, neither you nor any of your owners will have any direct or indirect interest (e.g., through a spouse or
child) as a disclosed or beneficial owner, investor, partner, director, officer, employee, consultant, representative
or agent or in any other capacity in any Competitive Business operating:

(i) at the Site;

(ii) within 5 miles of the Site; or

(iii) within 5 miles of any other RAGIN' RIBS(R) Restaurant in operation or under construction on the later oF
the effective date of the termination or expiration or the date on which a person restricted by this Section
complies with this Section.

If any person restricted by this Section refuses voluntarily to comply with the foregoing obligations, the 2-year
period will commence with the entry of an order of an arbitrator, or court if necessary, enforcing this provision.
You and your owners expressly acknowledge that you 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 you of your personal goodwill or ability to earn a living.

17.5 OUR RIGHT TO PURCHASE.

(a) EXERCISE OF OPTION. Upon our termination of this Agreement in accordance with its terms and
conditions or your termination of this Agreement without cause, we have the option, exercisable by giving written
notice to you within 60 days from the date of such termination, to purchase the Restaurant from you, including the
leasehold rights to the Site. (The date on which we notify you whether or not we are exercising our option is
referred to in this Agreement as the "NOTIFICATION DATE"). We have the unrestricted right to assign this
option to purchase the Restaurant. We will be entitled to all customary warranties and representations in
connection with our asset purchase, including, without limitation, representations and warranties as to ownership
and condition of and title to assets; liens and encumbrances on assets; validity of contracts and agreements; and
liabilities affecting the assets, contingent or otherwise.

(b) LEASEHOLD RIGHTS. You agree at our election:

(i) to assign your leasehold interest in the Site to us; or

(ii) to enter into a sublease for the remainder of the lease term on the same terms (including renewal options) as
the prime lease.

(c) PURCHASE PRICE. The purchase price for the Restaurant will be its fair market value, determined in a
manner consistent with reasonable depreciation of the Restaurant's equipment, signs, inventory, materials and
supplies, provided that the Restaurant will be valued as an independent business and its value will not include any
value for:

                                                              34
(i) the Franchise or any rights granted by this Agreement;

(ii) the Marks; or

(iii) participation in the network of RAGIN' RIBS(R) Restaurants.

The Restaurant's fair market value will include the goodwill you developed in the market of the Restaurant that
exists independent of the goodwill of the Marks and the System. The length of the remaining term of the lease for
the Site will also be considered in determining the Restaurant's fair market value.

We may exclude from the assets purchased cash or its equivalent and any equipment, signs, inventory, materials
and supplies that are not reasonably necessary (in function or quality) to the Restaurant's operation or that we
have not approved as meeting standards for RAGIN' RIBS(R) Restaurant, and the purchase price will reflect
such exclusions.

(d) APPRAISAL. If we and you are unable to agree on the Restaurant's fair market value, its fair market value
will be determined by 3 independent appraisers who collectively will conduct 1 appraisal. We will appoint one
appraiser, you will appoint one appraiser and the two party-appointed appraisers will appoint the third appraiser.
You and we agree to select our respective appraisers within 15 days after we notify you that we are exercising
our option to purchase the Restaurant, and the two appraisers so chosen are obligated to appoint the third
appraiser within 15 days after the date on which the last of the two party-appointed appraisers was appointed.
You and we will bear the cost of our own appraisers and share equally the fees and expenses of the third
appraiser chosen by the two party-appointed appraisers. The appraisers are obligated to complete their appraisal
within 30 days after the third appraiser's appointment.

The purchase price will be paid at the closing of the purchase, which will take place not later than 90 days after
determination of the purchase price. We have the right to set off against the purchase price, and thereby reduce
the purchase price by, any and all amounts you or your owners owe to us or any amounts of rent you owe the
landlord of the Site, or supplies or your creditors that we pay on your behalf in order to obtain lawful possession
of the Site, any of your assets or to cover amounts you owe suppliers we do business with. At the closing, you
agree to deliver instruments transferring to us:

(i) good and merchantable title to the assets purchased, free and clear of all liens and encumbrances (other than
liens and security interests acceptable to us), with all sales and other transfer taxes paid by you; and

(ii) all licenses and permits of the Restaurant which may be assigned or transferred; and

(iii) the leasehold interest and improvements in the Site.

                                                             35
If you cannot deliver clear title to all of the purchased assets, or if there are other unresolved issues, the closing of
the sale will be accomplished through an escrow. You and your owners further agree to execute general releases,
in form satisfactory to us, of any and all claims against us and our shareholders, officers, directors, employees,
agents, successors and assigns.

17.6 CONTINUING OBLIGATIONS. All of our and your (and your owners' and affiliates') obligations which
expressly or by their nature survive the expiration or termination of this Agreement will 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. Examples include indemnification, payment, de-identification and dispute resolution provisions.

18. RELATIONSHIP OF THE PARTIES/INDEMNIFICATION.

18.1 INDEPENDENT CONTRACTORS. You and we understand and agree that this Agreement does not
create a fiduciary relationship between you and us, that we and you are and will be independent contractors and
that nothing in this Agreement is intended to make either you or us a general or special agent, joint venturer,
partner or employee of the other for any purpose. You agree to conspicuously identify yourself in all dealings with
customers, suppliers, public officials, Restaurant personnel and others as the owner of the Restaurant under a
franchise we have granted and to place such notices of independent ownership on such forms, business cards,
stationery and advertising and other materials as we may require from time to time.

18.2 NO LIABILITY FOR ACTS OF OTHER PARTY. You agree not to employ any of the Marks in signing
any contract or applying for any license or permit, or in a manner that may result in our liability for any of your
indebtedness or obligations, and that you will not use the Marks in any way we have not expressly authorized.
Neither we nor you will 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 our respective 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. We will not be obligated for any damages to any person
or property directly or indirectly arising out of the Restaurant's operation or the business you conduct pursuant to
this Agreement.

18.3 TAXES. We will have no liability for any sales, use, alcohol surcharge, service, occupation, excise, gross
receipts, income, payroll, property or other taxes, whether levied upon you or the Restaurant, in connection with
the business you conduct (except any taxes we are required by law to collect from you with respect to purchases
from us). Payment of all such taxes are your responsibility.

18.4 INDEMNIFICATION. You agree to indemnify, defend and hold harmless us, our affiliates and our
respective shareholders, directors, officers, employees, agents, successors and assignees (the "INDEMNIFIED
PARTIES") against and to reimburse any one or more of the Indemnified Parties for all claims, obligations and
damages described in this Section, any and all taxes described

                                                           36
in this Agreement and any and all claims and liabilities directly or indirectly arising out of the Restaurant's
operation (even if our negligence is alleged) or your breach of this Agreement. For purposes of this
indemnification, "CLAIMS" includes all obligations, damages (actual, consequential or otherwise) and costs
reasonably incurred in the defense of any claim against any of the Indemnified Parties, including, without limitation,
reasonable accountants', arbitrators', attorneys' and expert witness fees, costs of investigation and proof of facts,
court costs, other expenses of litigation, arbitration or alternative dispute resolution and travel and living expenses.
We have the right to defend any such claim against us. This indemnity will continue in full force and effect
subsequent to and notwithstanding the expiration or termination of this Agreement. Under no circumstances will
we or any other Indemnified Party be required to seek recovery from any insurer or other third party, or
otherwise to mitigate our, their or your losses and expenses, in order to maintain and recover fully a claim against
you. You agree that a failure to pursue such recovery or mitigate a loss will in no way reduce or alter the amounts
we or another Indemnified Party may recover from you.

19. ENFORCEMENT.

19.1 SEVERABILITY; SUBSTITUTION OF VALID PROVISIONS. Except as otherwise stated in this
Agreement, each term of this Agreement, and any portion of any term, are severable. The remainder of this
Agreement will continue in full force and effect. To the extent that any provision restricting your competitive
activities is deemed unenforceable, you and we agree that such provisions will be enforced to the fullest extent
permissible under governing law. This Agreement will be deemed automatically modified to comply with such
governing law if any applicable law requires: (a) a greater prior notice of the termination of or refusal to renew this
Agreement; or (b) the taking of some other action not described in this Agreement; or (c) if any RAGIN' RIBS
(R) System StandarD is invalid or unenforceable. We may modify such invalid or unenforceable provision to the
extent required to be valid and enforceable. In such event, you will be bound by the modified provisions.

19.2 WAIVERS. We will not be deemed to have waived our right to demand exact compliance with any of the
Terms, even if at any time: (a) we do not exercise a right or power available to us under this Agreement; or (b)
we do not insist on your strict compliance with the terms of this Agreement; or (c) if there develops a custom or
practice which is at variance with the terms of this Agreement; or (d) if we accept payments which are otherwise
due to us under this Agreement. Similarly, our waiver of any particular breach or series of breaches under this
Agreement or of any similar term in any other agreement between you and us or between us and any other
franchise owner, will not effect our rights with respect to any later breach by you or anyone else.

19.3 LIMITATION OF LIABILITY. Neither of the parties will be liable for loss or damage or deemed to be in
breach of this Agreement if failure to perform obligations results from:

(a) compliance with any law, ruling, order, regulation, requirement or instruction of any federal, state or municipal
government or any department or agency thereof;

(b) acts of God, war, terror or similar like;

(c) acts or omissions of a similar event or cause.

                                                          37
However, such delays or events do not excuse payments of amounts owed at any time.

19.4 APPROVAL AND CONSENTS. Whenever this Agreement requires our advance approval, agreement or
consent, you agree to make a timely written request for it. Our approval or consent will not be valid unless it is in
writing. Except where expressly stated otherwise in this Agreement, we have the absolute right to refuse any
request by you or to withhold our approval of any action or omission by you. If we provide to you any waiver,
approval, consent, or suggestion, or if we neglect or delay our response or deny any request for any of those, we
will not be deemed to have made any warranties or guarantees which you may rely on, and will not assume any
liability or obligation to you.

19.5 WAIVER OF PUNITIVE DAMAGES. EXCEPT FOR YOUR OBLIGATIONS TO INDEMNIFY US
AND CLAIMS FOR UNAUTHORIZED USE OF THE MARKS OR CONFIDENTIAL INFORMATION,
YOU AND WE EACH WAIVE TO THE FULL EXTENT PERMITTED BY LAW ANY RIGHT TO, OR
CLAIM FOR, ANY PUNITIVE OR EXEMPLARY DAMAGES AGAINST THE OTHER. YOU AND WE
ALSO AGREE THAT, IN THE EVENT OF A DISPUTE BETWEEN YOU AND US, THE PARTY
MAKING A CLAIM WILL BE LIMITED TO EQUITABLE RELIEF AND RECOVERY OF ANY
ACTUAL DAMAGES IT SUSTAINS.

19.6 LIMITATIONS OF CLAIMS. ANY AND ALL CLAIMS ARISING OUT OF THIS AGREEMENT
OR THE RELATIONSHIP AMONG YOU AND US MUST BE MADE BY WRITTEN NOTICE TO THE
OTHER PARTY WITHIN 1 YEAR FROM THE OCCURRENCE OF THE FACTS GIVING RISE TO
SUCH CLAIM (REGARDLESS OF WHEN IT BECOMES KNOWN); EXCEPT FOR CLAIMS ARISING
FROM: (A) UNDER-REPORTING OF GROSS SALES; (B) UNDER-PAYMENT OF AMOUNTS OWED
TO US OR OUR AFFILIATES; (C) CLAIMS FOR INDEMNIFICATION; AND/OR (D)
UNAUTHORIZED USE OF THE MARKS. HOWEVER, THIS PROVISION DOES NOT LIMIT THE
RIGHT TO TERMINATE THIS AGREEMENT IN ANY WAY.

19.7 GOVERNING LAW. EXCEPT TO THE EXTENT THIS AGREEMENT OR ANY PARTICULAR
DISPUTE IS GOVERNED BY THE U.S. TRADEMARK ACT OF 1946 (LANHAM ACT, 15 U.S.C.
SS.1051 AND THE SECTIONS FOLLOWING IT) OR OTHER FEDERAL LAW, THIS AGREEMENT
AND THE FRANCHISE ARE GOVERNED BY THE LAW OF THE STATE IN WHICH OUR
PRINCIPAL BUSINESS OFFICE IS LOCATED, EXCLUDING ANY LAW REGULATING THE SALE
OF FRANCHISES OR GOVERNING THE RELATIONSHIP BETWEEN A FRANCHISOR AND
FRANCHISE OWNER, UNLESS THE JURISDICTIONAL REQUIREMENTS OF SUCH LAWS ARE
MET INDEPENDENTLY WITHOUT REFERENCE TO THIS SECTION. References to any law or
regulation also refer to any successor laws or regulations and any implementing regulations for any statute, as in
effect at the relevant time. References to a governmental agency also refer to any successor regulatory body that
succeeds to the function of such agency.

                                                         38
19.8 JURISDICTION. YOU AND WE CONSENT AND IRREVOCABLY SUBMIT TO THE
JURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURT OF COMPETENT
JURISDICTION LOCATED IN HILLSBOROUGH COUNTY, FLORIDA, AND WAIVE ANY
OBJECTION TO THE JURISDICTION AND VENUE OF SUCH COURTS. THE EXCLUSIVE CHOICE
OF JURISDICTION DOES NOT PRECLUDE THE BRINGING OF ANY ACTION BY THE PARTIES
OR THE ENFORCEMENT BY THE PARTIES IN ANY JUDGMENT OBTAINED IN ANY SUCH
JURISDICTION, IN ANY OTHER APPROPRIATE JURISDICTION OR THE RIGHT OF THE PARTIES
TO CONFIRM OR ENFORCE ANY ARBITRATION AWARD IN ANY APPROPRIATE
JURISDICTION.

19.9 WAIVER OF JURY TRIAL. YOU AND WE EACH IRREVOCABLY WAIVE TRIAL BY JURY IN
ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER AT LAW OR IN EQUITY,
BROUGHT BY EITHER YOU OR US.

19.10 CUMULATIVE REMEDIES. The rights and remedies provided in this Agreement are cumulative and
neither you nor we will be prohibited from exercising any other right or remedy provided under this Agreement or
permitted by law or equity.

19.11 COSTS AND ATTORNEYS FEES. If a claim for amounts owed by you to us or any of our affiliates is
asserted in any legal or arbitration proceeding or if either you or we are required to enforce this Agreement in a
judicial or arbitration proceeding, the party prevailing in such proceeding will be entitled to reimbursement of its
costs and expenses, including reasonable accounting and attorneys fees. Attorneys fees will include, without
limitation, reasonable legal fees charged by attorneys, paralegal fees, and costs and disbursements, whether
incurred prior to, or in preparation for, or contemplation of, the filing of written demand or claim, action, hearing,
or proceeding to enforce the obligations of the parties under this Agreement.

19.12 BINDING EFFECT. This Agreement is binding on and will inure to the benefit of our successors and
assigns. Except as otherwise provided in this Agreement, this Agreement will also be binding on your successors
and assigns, and your heirs, executors and administrators.

19.13 ENTIRE AGREEMENT. This Agreement, including the introduction, addenda and exhibits to it,
constitutes the entire agreement between you and us. There are no other oral or written understandings or
agreements between you and us concerning the subject matter of this Agreement. Except as expressly provided
otherwise in this Agreement, this Agreement may be modified only by written agreement signed by both you and
us.

19.14 NO LIABILITY TO OTHERS; NO OTHER BENEFICIARIES. We will not, because of this Agreement
or by virtue of any approvals, advice or services provided to you, be liable to any person or legal entity who is
not a party to this Agreement. Except as specifically described in this Agreement, no other party has any rights
because of this Agreement.

19.15 CONSTRUCTION. The headings of the sections are for convenience only. If two or more persons are at
any time franchise owners hereunder, whether or not as partners or joint venturers, their obligations and liabilities
to us are joint and several. This Agreement may be signed in multiple copies, each of which will be an original. "A
OR B" means "A" or "B" or both.

                                                          39
19.16 CERTAIN DEFINITIONS. The term "FAMILY MEMBER" refers to parents, spouses, offspring and
siblings, and the parents and siblings of spouses. The term "AFFILIATE" means any Business Entity directly or
indirectly owned or controlled by a person, under common control with a person or controlled by a person. The
terms "FRANCHISEE, FRANCHISE OWNER, YOU AND YOUR" are applicable to one or more persons, a
Business Entity, as the case may be. The singular use of any pronoun also includes the plural and the masculine
and neuter usages includE the other and the feminine. The term "PERSON" includes individuals or Business
Entities. The term "SECTION" refers to a section or subsection of this Agreement. The word "CONTROL"
means the power to direct or cause the direction of management and policies. The word "OWNER" means any
person holding a direct or indirect, legal or beneficial ownership interest or voting rights in another person (or a
transferee of this Agreement or an interest in you), including any person who has a direct or indirect interest in
you or this Agreement and any person who has any other legal or equitable interest, or the power to vest in
himself any legal or equitable interest, in the revenue, profits, rights or assets.

19.17 TIMING IS OF THE ESSENCE. It will be a material breach of this Agreement to fail to perform any
obligation within the time required or permitted by this Agreement. In computing time periods from one date to a
later date, the words "FROM" and "COMMENCING ON" (and the like) mean "FROM AND INCLUDING";
and the words "TO," "UNTIL" and "ENDING ON" (and the like) mean "TO BUT EXCLUDING." Indications
of time of day mean Tampa, Florida time.

20. NOTICES AND PAYMENTS.

All notices and reports permitted or required under this Agreement or by the Manuals must be in writing and will
be deemed delivered:

(a) at the time delivered by hand;

(b) 1 business day after transmission by facsimile, telecopy, e-mail, or other electronic system;

(c) 2 business days after being placed in the hands of a commercial airborne courier service for next business day
delivery; or

(d) 3 business days after placement in the United States mail by registered or certified mail, return receipt
requested, postage prepaid.

Delivery by facsimile, e-mailed and electronic means constitutes a writing. All such notices must be addressed to
the parties as follows:

                              If to Us:             RAGIN' RIBS FRANCHISE CORP.
                                                    501 S. Dakota Avenue, Suite 1
                                                    Tampa, Florida 33606
                                                    Attention: Paul R. Smith

                                                                  40
                                 If to You:           Jonathon Massie
                                                      9431 Larkbunting Drive
                                                      Tampa, Florida 33647




Either you or we may change the address for delivery of all notices and reports and any such notice will be
effective within 10 business days of any change in address. Any required payment or report not actually received
by us during regular business hours on the date due (or postmarked by postal authorities at least 2 days prior to
such date, or in which the receipt from the commercial courier service is not dated prior to 2 days prior to such
date) will be deemed delinquent.

Intending to be bound, you and we sign and deliver this Agreement in 2 counterparts on the Effective Date.

          "US":                                                  "YOU":

          RAGIN' RIBS FRANCHISE CORP.                            JONATHON MASSIE
                                                                 RUBENS FOOD GROUP
                                                                 ---------------------------------
                                                                 [Business Entity Name]


          By: /s/ Paul Smith                                     By: /s/ Jonathon Massie
             ----------------------------                           ------------------------------
          Name: Paul Smith                                       Name: Jonathon Massie
               --------------------------                             ----------------------------
          Title: President                                       Title: President
                -------------------------                              ---------------------------
          Date: 1/12/2004                                        Date: 1/12/04
               --------------------------                             ----------------------------




                                                       41
                                            EXHIBIT "A"
                                               TO THE
                                    RAGIN' RIBS FRANCHISE CORP.
                                       FRANCHISE AGREEMENT
                                      DATED DECEMBER 29, 2003
                                                WITH

                                         JONATHON MASSIE.
                                     (NAME OF FRANCHISE OWNER)

                                                 GLOSSARY

This Glossary is intended as a general guideline to assist you in reading the Franchise Agreement. You must
review the Franchise Agreement to get an exact definition of a term.

              TERM                                             DEFINITION
              ----                                             ----------

          ACCOUNT                        The Restaurant's bank operating account from which
          Section 5.4                    you may be required to authorize us to initiate debit
                                         entries or credit correction entries to for payments
                                         of Royalties and other amounts due under this
                                         Agreement, including any applicable interest charges.

          ADVERTISING FEES               Contributions of 1% of your Gross Sales per to
          Section 5.2                    the Advertising Fund.

          ADVERTISING FUND               A fund used to develop advertising, marketing and
          Section 11.1                   public relations programs and materials that we deem
                                         necessary or appropriate for the goodwill and public
                                         image of RAGIN' RIBS(R)Restaurants on a system-wide
                                         basis.

          AFFILIATE                      Any Business Entity directly or indirectly owned or
          Section 19.16                  controlled by a person, under common control with a
                                         person controlled by a person.

          AGREEMENT                      The Franchise Agreement between RAGIN' RIBS
          Introductory Paragraph         FRANCHISE CORP. and you.

          ANTI-TERRORISM LAWS            Executive Order 13224 issued by the President of the
          Section 1.3                    United States, the USA PATRIOT 3 Act, and all other
                                         present and future federal, state and local laws,
                                         ordinances, regulations, policies, lists and any
                                         other requirements of any governmental authority
                                         addressing or in any way relating to terrorist acts
                                         and acts of war.

          BUSINESS ENTITY                A business organization like a corporation, limited
          Section 1.5                    liability company or partnership.
   TERM                                      DEFINITION
   ----                                      ----------

CAPITAL MODIFICATIONS      Additional capital that you may be obligated to
Section 10.3               invest in the Restaurant because of System Standards
                           modifications that we may make from time to time.

CLAIMS                     All obligations, damages (actual, consequential or
Section 18.4               otherwise) and costs reasonably incurred in the
                           defense of any claim against any of the Indemnified
                           Parties, including, without limitation, reasonable
                           accountants', arbitrators', attorneys' and expert
                           witness fees, costs of investigation and proof of
                           facts, court costs, other expenses of litigation,
                           arbitration or alternative dispute resolution and
                           travel and living expenses.

COMPETITIVE BUSINESS       Any business or facility owning, operating or
Section 9                  managing, or granting franchises or licenses to
                           others to do so, any Restaurant or food service
                           facility that offers casual dining and take-out of
                           sandwiches, salads or any type of deli foods and
                           beverages (other than a RAGIN' RIBS(R) Restaurant
                           operated under a franchisE agreement with us) that
                           features barbecue and/or ribs as more than 25% of the
                           menu.

COMPUTER SYSTEM            The computer equipment and operating software that we
Section 10.12              periodically specify and that you must use in
                           developing and operating the Restaurant.

CONFIDENTIAL INFORMATION   Certain confidential information that we have
Section 8.1                developed relating to the development and operation
                           of RAGIN' RIBS(R) Restaurants, which includes (a) the
                           System and thE know-how related to its use; (b)
                           plans, specifications, size and physical
                           characteristics of RAGIN' RIBS(R) Restaurant; (c)
                           site selection criteria, land usE and zoning
                           techniques and criteria; (d) methods in obtaining
                           licensing and meeting regulatory requirements; (e)
                           sources and design of equipment, furniture, forms,
                           materials and supplies; (f) marketing, advertising
                           and promotional programs for RAGIN' RIBS(R)
                           Restaurants; (g) staffing and delivery methods and
                           techniques foR personal services; (h) the selection,
                           testing and training of personnel for RAGIN' RIBS(R)
                           Restaurants; (i) the recruitment, qualification and
                           investigation methods tO secure employment for
                           employment candidates; (j) any computer software we
                           make available or recommend for RAGIN' RIBS(R)
                           Restaurants; (k) methods, techniques, formats,
                           specifications, procedures, information and systems
                           related to and knowledge of and experience in the
                           development, operation and franchising of RAGIN'
                           RIBS(R) Restaurants; (l) knowledge of specifications
                           for and suppliers of certaiN products, materials,
                           supplies, furniture, furnishings and equipment; (m)
                           recipes, formulas, preparation methods and serving
                           techniques; and (n) knowledge of operating results
                           and financial performance of RAGIN' RIBS(R)
                           Restaurants other thaN those operated by you (or your
                           affiliates); (o) e-commerce related data.

CONSTRUCTION               Construction of all required improvements to the
Section 4.1(c)             Site.

                                      2
   TERM                                    DEFINITION
   ----                                    ----------

CONTROL                  The power to direct or cause the direction of
Section 19.16            management and policies.


CO-OP                    An association of RAGIN' RIBS(R)Restaurant owners
Section 11.7             that may be established in the geographic area in
                         which your Restaurant is located.

DISABILITY               A mental or physical disability, impairment or
Section 14.5             condition that is reasonably expected to prevent or
                         actually does prevent you or an owner of a
                         controlling interest in you from managing and
                         operating the Restaurant.

E-COMMERCE               Internet, Intranet, World Wide Web, wireless
Section 11.6             technology, digital cable, use of e-names, e-mail,
                         home pages, bulletin boards, chatrooms, linking,
                         framing, on-line purchasing cooperatives,
                         marketplaces, barter exchanges, and related
                         technologies, methods, techniques, registrations,
                         networking, and any electronic communication,
                         commerce, computations, or any means of interactive
                         electronic documents contained in a network of
                         computers or similar devices linked by communications
                         software or hardware.

EFFECTIVE DATE           Date of this Agreement.
Introductory Paragraph

E-NAMES                  URLs, domain names, website addresses, metatags,
Section 11.6             links, key words, e-mail addresses and any other
                         means of electronic identification or origin.

FAMILY MEMBER            Parents, spouses, offspring and siblings, and the
Section 19.16            parents and siblings of spouses.

FRANCHISE OWNER          You; one or more persons, a Business Entity, as the
Introduction             case may be.

FRANCHISE                The franchise we grant to you to operate a
Section 2.1              RAGIN' RIBS(R)Restaurant

FRANCHISEE               You; one or more persons, a Business Entity, as
Section 19.16            the case may be.

                                    3
   TERM                                 DEFINITION
   ----                                 ----------

GROSS SALES           The aggregate gross amount of all revenues from
Section 5.5           whatever source derived (whether in the form of cash,
                      credit, agreements to pay or otherwise consideration,
                      and whether or not payment is received at the time of
                      sale or any such amounts provide uncollectable,
                      excluding only sales or other tax receipts, the
                      collection of which is required by law) which arise
                      from or are derived from you or by any other person
                      (including subtenants and concessionaires) from
                      business conducted in, on, from or through the
                      Restaurant, whether such business is conducted in
                      compliance with or in violation of the terms of this
                      Agreement, including but not limited to revenue
                      derived from the sale of services, and the sale of
                      all merchandise goods sold in vending machines.

IMPROVEMENTS          Ideas, concepts, methods, techniques or improvements
Section 8.2           relating to your Restaurant that you or your
                      personnel may develop in the course of the operation
                      of your Restaurant.

INDEMNIFIED PARTIES   Us, our affiliates and our respective shareholders,
Section 18.4          directors, officers, employees, agents, successors
                      and assignees that you must agree to indemnify,
                      defend and hold harmless against and to reimburse any
                      one or more of for all claims, obligations and
                      damages and any and all taxes and any and all claims
                      and liabilities directly or indirectly arising out of
                      the Restaurant's operation (even if our negligence is
                      alleged) or your breach of this Agreement.

LEASE ASSIGNMENT      Our then-current form of Lease Assignment of Lease
Section 3.2(a)        Agreement that you and any lessor must sign before
                      entering into a lease for the Site.

LEASE                 The lease for the Site.
Section 3.2(b)

MANUALS               Our Manuals consisting of such materials (including,
Section 10.1          as applicable, audiotapes, videotapes, magnetic
                      media, computer software and written materials) that
                      we generally furnish to franchisees from time to time
                      for use in operating a RAGIN' RIBS(R) Restaurant

MARKS                 Certain trademarks, trade names, service marks, and
Section 1.1           other commercial symbols used in the operation of the
                      Restaurants including the trade and service mark,
                      "RAGIN' RIBS(SM) and design," and "RAGIN' RIBS(SM)"
                      and associated logos, Art, copyrighted works,
                      designs, artwork and trade dress, trademarks, service
                      marks, commercial symbols and e-names that we create,
                      commission, use, promote and license or may create,
                      commission, use and license.

MIS SYSTEM            The reporting and accounting systems we specify that
Section 10.6          you must utilize to report gross sales and other
                      business information to us

NOTIFICATION DATE     The date on which we notify you whether or not we are
Section 17.5(a)       exercising our option upon termination of this
                      Agreement to purchase the Restaurant from you,
                      including the leasehold rights to the Site.

                                 4
                TERM                                DEFINITION
                ----                                ----------

         OPERATING ASSETS        All fixtures, furnishings, equipment (signs,
         Section 4.3             including cash registers, telecopiers and computer
                                 hardware and software) used in connection with your
                                 Restaurant.

         OWNER                   Any person holding a direct or indirect, legal or
         Section 19.16           beneficial ownership interest or voting rights in
                                 another person (or a transferee of this Agreement or
                                 an interest in you), including any person who has a
                                 direct or indirect interest in you or this Agreement
                                 and any person who has any other legal or equitable
                                 interest, or the power to vest in himself any legal
                                 or equitable interest, in the revenue, profits,
                                 rights or assets.

         PERSON                  Any individual or Business Entity.
         Section 19.16

         PROPRIETARY MATERIALS   All articles that you must purchase from
         Section 10.9            manufacturers or us or our approved suppliers that
                                 are used in operating the Restaurant and bearing any
                                 of the Marks, including employee clothing (such as
                                 shirts, hats and aprons) and menus.

         RAGIN' RIBS(R)          A unique restaurant service concept called "home meal
         RESTAURANTS             replacement" operating under the Marks and our
         Section 1.1             System.

         RESPONSE NOTICE         Written notice given to you not more than 30 days
         Section 15.2            after you give us notice of your election to acquire
                                 a successor franchise of our decision: (1) to grant
                                 you a successor franchise; (2) to grant you a
                                 successor franchise on the condition that
                                 deficiencies of the Restaurant, or in your operation
                                 of the Restaurant, are corrected; or (3) not to grant
                                 you a successor franchise based on our determination
                                 that you and your owners have not substantially
                                 complied with this Agreement during its term.

         RESTAURANT MATERIALS     All supplies, materials and food and beverage
         Section 4.3              products for use in connection with your Restaurant.

         RESTAURANT              Restaurants that operate under the "RAGIN'
         Section 1.1             RIBS(R)" name.

         ROYALTY                 A royalty in the amount of 4% of your Gross Sales
         Section 5.2             for each week.

         SECTION                 A section or subsection of this Agreement.
         Section 19.16

         SITE                    Location that we have approved for your RAGIN'
         Section 2.1             RIBS(R) Restaurant.

         SOFTWARE                The software we designate for your use.




Section 10.12

                                              5
   TERM                              DEFINITION
   ----                              ----------

SYSTEM STANDARDS   Mandatory and suggested specifications, standards,
Section 10.1       operating procedures and rules that we prescribe from
                   time to time for the operation of a RAGIN' RIBS(R)
                   RestauranT and information relating to your other
                   obligations under this Agreement and related
                   agreements.

SYSTEM             The distinctive business formats, methods,
Section 1.1        procedures, designs, layouts, signs, equipment,
                   menus, recipes, trade dress, standards and
                   specifications and the Marks under which the
                   Restaurants operate, all of which we (or our
                   affiliates) may improve, further develop or otherwise
                   modify from time to time.

TERM               Begins on the Effective Date and expires 10 years
Section 2.1        after such date.

TRADE AREA         The Site and a 5-mile radius around the Site.
Section 3.2

TRANSFER           Your (or your owners') voluntary, involuntary, direct
Section 14.2       or indirect assignment, sale, gift or other
                   disposition of any interest in: (1) this Agreement;
                   (2) you; or (3) the Restaurant.




                               6
2
438483.2 07/21/03
438483.2 07/21/03
EXHIBIT "B"
                                               TO THE
                                    RAGIN' RIBS FRANCHISE CORP.
                                        FRANCHISE AGREEMENT
                                       DATED DECEMBER 29, 2003
                                                WITH
                                          JONATHON MASSIE
                                     (NAME OF FRANCHISE OWNER)

                                                TRADE AREA

You and we agree as follows:

The Trade Area is as follows:

Within a 3-mile radius from address of restaurant and within the boundaries of the Exclusive Territory License
signed by Jonathon Massie dated December 6, 2003 whereby the boundary of the 3-mile radius ends at
Interstate 4.

[X] Check if map is attached.

          US:                                                    YOU:

          RAGIN' RIBS FRANCHISE CORP.                            JONATHON MASSIE
                                                                 RUBENS FOOD GROUP
                                                                 ---------------------------------
                                                                 [Business Entity Name]


          By: /s/ Paul Smith                                     By: /s/ Jonathon Massie
             ----------------------------                           ------------------------------
          Name: Paul Smith                                       Name: Jonathon Massie
               --------------------------                             ----------------------------
          Title: President                                       Title: President
                -------------------------                              ---------------------------
          Date: 1/12/2004                                        Date: 1/12/2004
               --------------------------                             ----------------------------
Exhibit 10.9



                              RAGIN' RIBS FRANCHISE CORP.
                             TERRITORY LICENSE AGREEMENT


         December 6, 2003                                           Jonathon Massie
         -----------------------------------------------------   ------------------
         EFFECTIVE DATE                                          DEVELOPER
                                                  TABLE OF CONTENTS

                                                                                         Page
                                                                                         ----

           1.      INTRODUCTION............................................................1

                1.1    THE RAGIN' RIBS(SM) SYSTEM...........................................1
                1.2    ACKNOWLEDGMENTS......................................................1
                1.3    REPRESENTATIONS......................................................2
                1.4    NO WARRANTIES........................................................3
                1.5    BUSINESS ORGANIZATION................................................3

           2.      TERM AND SUCCESSION.....................................................4

                2.1    TERM OF AGREEMENT....................................................4
                2.2    RIGHTS WE RESERVE....................................................4

           3.      DEVELOPMENT RIGHTS AND OBLIGATIONS......................................5

                3.1    DEVELOPMENT RIGHTS...................................................5
                3.2    DEVELOPMENT OBLIGATIONS..............................................5
                3.3    EFFECTIVE OF FAILURE.................................................6

           4.      TERRITORY LICENSE FEE...................................................6


           5.      GRANT OF FRANCHISES.....................................................6


           6.      MARKS...................................................................7

                6.1    OWNERSHIP AND GOODWILL OF MARKS......................................7
                6.2    LIMITATIONS ON YOUR USE OF MARKS.....................................7
                6.3    NOTIFICATION OF INFRINGEMENTS AND CLAIMS.............................7
                6.4    DISCONTINUANCE OF USE OF MARKS.......................................7

           7.      CONFIDENTIAL INFORMATION................................................8

                7.1    TYPES OF CONFIDENTIAL INFORMATION....................................8
                7.2    DISCLOSURE AND LIMITATIONS ON USE....................................9
                7.3    CONFIDENTIALITY OBLIGATIONS..........................................9
                7.4    EXCEPTIONS TO CONFIDENTIALITY........................................9

           8.      EXCLUSIVE RELATIONSHIP.................................................10


           9.      TRANSFER...............................................................10

                9.1    BY US...............................................................10
                9.2    BY YOU..............................................................10
                9.3    CONDITIONS FOR APPROVAL OF TRANSFER.................................11
                9.4    TRANSFER TO A BUSINESS ENTITY.......................................12
                9.5    TRANSFER UPON DEATH OR DISABILITY...................................13
                9.6    OPERATION UPON DEATH OR DISABILITY..................................13
                9.7    EFFECT OF CONSENT TO TRANSFER.......................................13

           10.     TERMINATION OF AGREEMENT...............................................13




10.1 ON NOTICE........................................................13
10.2 AFTER NOTICE.....................................................14

                                                                 i
           11.    RIGHTS AND OBLIGATIONS UPON TERMINATION................................14

              11.1        PAYMENT OF AMOUNTS OWED TO US....................................14
              11.2        MARKS............................................................15
              11.3        CONFIDENTIAL INFORMATION.........................................15
              11.4        COMPETITIVE RESTRICTIONS.........................................15

           12.    RELATIONSHIP OF THE PARTIES/INDEMNIFICATION............................16

              12.1        INDEPENDENT CONTRACTORS..........................................16
              12.2        NO LIABILITY FOR ACTS OF OTHER PARTY.............................16
              12.3        INDEMNIFICATION..................................................16

           13.    ENFORCEMENT............................................................17

              13.1        SEVERABILITY; SUBSTITUTION OF VALID PROVISIONS...................17
              13.2        WAIVERS..........................................................17
              13.3        LIMITATION OF LIABILITY..........................................17
              13.4        APPROVAL AND CONSENTS............................................17
              13.5        WAIVER OF PUNITIVE DAMAGES.......................................18
              13.6        LIMITATIONS OF CLAIMS............................................18
              13.7        GOVERNING LAW....................................................18
              13.8        JURISDICTION.....................................................18
              13.9        WAIVER OF JURY TRIAL.............................................19
              13.10       CUMULATIVE REMEDIES..............................................19
              13.11       COSTS AND ATTORNEYS FEES.........................................19
              13.12       BINDING EFFECT...................................................19
              13.13       ENTIRE AGREEMENT.................................................19
              13.14       NO LIABILITY TO OTHERS; NO OTHER BENEFICIARIES...................19
              13.15       CONSTRUCTION.....................................................19
              13.16       CERTAIN DEFINITIONS..............................................19
              13.17       TIMING IS OF THE ESSENCE.........................................20




14. NOTICES AND PAYMENTS...................................................20

EXHIBITS

EXHIBIT A - GLOSSARY

                                                           ii
                                   RAGIN' RIBS FRANCHISE CORP.
                                  TERRITORY LICENSE AGREEMENT

THIS TERRITORY LICENSE AGREEMENT (the "AGREEMENT") is effective as of December 6, 2003 (the
"EFFECTIVE DATE"). The parties to this Agreement are RAGIN' RIBS FRANCHISE CORP., a Florida
corporation, with its principal business address at 501 S. Dakota Avenue, Suite 1, Tampa, Florida 33606
(referred to in this Agreement as "WE," "US" or "OUR"), and Jonathon Massie, whose principal business
address is 9431 Larkbunting Drive, Tampa Florida 33647 (referred to in this Agreement as "YOU," "YOUR" or
"DEVELOPER").

1. INTRODUCTION. Various terms are defined in context throughout this agreement, and a glossary is attached
as Exhibit "A" for convenience.

1.1 THE RAGIN' RIBS(SM) SYSTEM. We and our affiliates have expended considerable time and effort in a
system providing a unique restaurant service concept called "home meal replacement" (a "RAGIN' RIBS(SM)
RESTAURANT" or "RESTAURANT"). RAGIN' RIBS(SM) Restaurants operate under the service marks and
trade name "RAGIN' RIBS(SM)" RAGIN RIBS(SM) and Design, and under distinctive business formats,
methods, procedures, designs, layouts, signs, equipment, menus, recipes, trade dress, standards and
specifications, all of which we may improve, further develop or otherwise modify from time to time (the
"SYSTEM"). We commission, use, promote and license in the operation of a RAGIN' RIBS(SM) Restaurant
certain trademarks, service marks and other commercial symbols, including the trade and service marks
"RAGIN' RIBS" and other associated logos, copyrighted works, designs, trade dress, trademarks, service
marks, commercial symbols, and e-names, which will gain or have gained and continue to gain public acceptance
and goodwill, and may create, commission, use and license additional trademarks, service marks, e-names,
copyrighted works and commercial symbols in conjunction with the operation of RAGIN' RIBS(SM)
Restaurants (collectively, the "MARKS"). We grant to persons who meet our qualifications and are willing to
undertake the investment and effort, the right to acquire franchises to own and operate RAGIN' RIBS(SM)
Restaurants within a specific geographic area (a "DEVELOPMENT AREA"). You have applied for the right to
develop, own and operate RAGIN' RIBS(SM) Restaurants in a specific Development Area.

1.2 ACKNOWLEDGMENTS. You acknowledge and agree that:

(a) you have read this Agreement and our Franchise Offering Circular;

(b) you understand and accept the terms, conditions and covenants contained in this Agreement as being
reasonably necessary to maintain our high standards of quality and service and the uniformity of those standards
at each RAGIN' RIBS(SM) Restaurant and to protect and preserve the goodwill of the Marks;

(c) you have conducted an independent investigation of the business venture contemplated by this Agreement and
recognize that,
like any other business, the nature of the business conducted by a RAGIN' RIBS(SM) Restaurant developer may
evolve and change over time;

(d) an investment in a RAGIN' RIBS(SM) development business involves business risks;

(e) your business abilities and efforts are vital to the success of the venture and the success or failure of your
business is predominately based on your skills in operating and managing it;

(f) any information you acquire from other RAGIN' RIBS(SM) Restaurant franchisees or developers relating to
their sales, profits or cash flows does not constitute information obtained from us, nor do we make any
representation as to the accuracy of any such information;

(g) in all of their dealings with you, our officers, directors, employees and agents act only in a representative, and
not in an individual, capacity. All business dealings between you and such persons as a result of this Agreement
are solely between you and us;

(h) we have advised you to have this Agreement reviewed and explained to you by an attorney.

1.3 REPRESENTATIONS. As an inducement to our entry into this Agreement, you represent and warrant to us
that:

(a) all statements you have made and all materials you have submitted to us in connection with your purchase of
these development rights and the unit franchises are accurate and complete and that you have made no
misrepresentations or material omissions in obtaining these rights or the franchises;

(b) you will at all times faithfully, honestly and diligently perform your obligations, continuously exert your best
efforts to promote and enhance the business and not engage in any other business or activity that conflicts with
your obligations to operate the business in compliance with this Agreement.

(c) you will comply with and/or assist us to the fullest extent possible in our efforts to comply with Executive
Order 13224 issued by the President of the United States, the USA PATRIOT Act, and all other present and
future federal, state and local laws, ordinances, regulations, policies, lists and any other requirements of any
governmental authority addressing or in any way relating to terrorist acts and acts of war (the "ANTI-
TERRORISM LAWS"); and

(d) neither you nor any of your owners, employees, or agents, property or interests are subject to being
"blocked" under any of the Anti-Terrorism Laws and that neither you nor they are otherwise in violation of any of
the Anti-Terrorism Laws.

                                                           2
(e) Our approval of your request to purchase these development rights is made in reliance on all of your
representations and warranties. Any violation of these representations or warranties, or any Anti-Terrorism Laws
by you or your owners, or your or your owners' agents or employees, or any "blocking" of your or their assets
under the Anti-Terrorism Laws, will constitute grounds for immediate termination of this Agreement and any other
agreements you have entered into with us or any of our affiliates.

1.4 NO WARRANTIES. We expressly disclaim the making of, and you acknowledge that you have not
received or relied upon, any warranty or guaranty, express or implied, as to the revenues, sales, profits or
success of the business venture contemplated by this Agreement or the extent to which we will continue to
develop and expand the network of RAGIN' RIBS(SM) Restaurant. You acknowledge and understand the
following:

(a) any statement regarding the potential or probable revenues, sales or profits of the business venture, or of any
services, benefits or commitments we are to make available to you, are made solely in the Franchise Offering
Circular delivered to you prior to signing this Agreement;

(b) any statement regarding the potential or probable revenues, sales or profits of the business venture or
statistical information regarding any existing RAGIN' RIBS(SM) Restaurant owned by us or our affiliates or that
is not contained in our Franchise Offering Circular is unauthorized, unwarranted and unreliable and should be
reported to us immediately; and

(c) you have not received or relied on any representations about us or our franchising program or policies made
by us, or our officers, directors, employees or agents, that are contrary to the statements made in our Franchise
Offering Circular or to the terms of this Agreement. If there are any exceptions to any of the foregoing, you must:
(i) immediately notify our chief executive officer; and (ii) note such exceptions by attaching a statement of
exceptions to this Agreement prior to signing it.

1.5 BUSINESS ORGANIZATION. If you are at any time a business organization ("BUSINESS ENTITY")
(like a corporation, limited liability company or partnership) you agree and represent that:

(a) you have the authority to execute, deliver and perform your obligations under this Agreement and are duly
organized or formed and validly existing in good standing under the laws of the state of your incorporation or
formation;

(b) your organizational or governing documents will recite that the issuance and transfer of any ownership
interests in you are restricted by the terms of this Agreement, and all certificates and other documents
representing ownership interests in you will bear a legend referring to the restrictions of this Agreement;

                                                         3
(c) the Principal Owners Statement will completely and accurately describe all of your owners and their interests
in you. A copy of our current form of Principal Owners Statement is attached to the Uniform Franchise Offering
Circular;

(d) you and your owners agree to revise the Principal Owners Statement as may be necessary to reflect any
ownership changes and to furnish such other information about your organization or formation as we may request
(no ownership changes may be made without our approval);

(e) each of your owners during the Term will sign and deliver to us our standard form of Principal Owner's
Guaranty undertaking to be bound jointly and severally by all provisions of this Agreement and any other
agreements between you and us. A copy of our current form of Principal Owners Guaranty is attached to the
Uniform Franchise Offering Circular; and

(f) at our request, you will furnish true and correct copies of all documents and contracts governing the rights,
obligations and powers of your owners and agents (like articles of incorporation or organization and partnership,
operating or shareholder agreements).

2. TERM AND SUCCESSION

2.1 TERM OF AGREEMENT. This Agreement commences on the Effective Date and remains in force unless
this Agreement is terminated in accordance with the termination provisions of this Agreement. Upon expiration or
termination of this Agreement, you will NOT have any further rights to develop or acquire franchises to operate
RAGIN' RIBS(SM) Restaurants; but you may continue to own and operate all RAGIN' RIBS(SM) Restaurants
subject to franchise agreements (the "FRANCHISE AGREEMENT(S)") with us in accordance with their terms.

2.2 RIGHTS WE RESERVE. We (and our affiliates) retain the right in our sole discretion to:

(a) to solicit prospective Franchisees and grant other persons Franchises, or other rights to operate RAGIN'
RIBS(SM) Restaurants:
through national or regional advertising, trade shows or conventions, or using or through the Internet, Intranet or
other forms of e-commerce or through similar means;

(b) to own and operate RAGIN' RIBS(SM) Restaurants ourselves or through affiliates anywhere, except your
Development Area;

(c) sell, solicit, recruit and provide services for RAGIN' RIBS(SM) Restaurants or any franchised business not
defined as a RAGIN' RIBS(SM) Restaurant in this Agreement;

(d) to sell, and provide the services authorized for sale by, RAGIN' RIBS(SM) Restaurants under the Marks or
other trade names,

                                                         4
trademarks, service marks and commercial symbols through similar or dissimilar channels (like telephone, mail
order, kiosk, co-branded sites and sites located within other retail businesses, stadiums, Intranet, Internet, web
sites, wireless, email or other forms of e-commerce) for distribution within and outside of your Trade Area and
pursuant to such terms and conditions as we consider appropriate;

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

3. DEVELOPMENT RIGHTS AND OBLIGATIONS.

3.1 DEVELOPMENT RIGHTS. If your are in full compliance with all of the provisions of this Agreement and all
of the Franchise Agreements, then during the term of this Agreement, we will grant to you franchises to own and
operate RAGIN' RIBS(SM) Restaurants to be located within the following Development Area: North
Hillsborough County as described in map attached hereto as Exhibit B.

3.2 DEVELOPMENT OBLIGATIONS. During the term of this Agreement, you will at all times faithfully,
honestly and diligent perform your obligations and continuously exert your best efforts to promote and enhance
the development of RAGIN' RIBS(SM) Restaurants within the Development Area. You agree to:

(a) Obtain locations and premises for RAGIN' RIBS(SM) Restaurants approved by us; and

(b) Open a total of Five (5) RAGIN' RIBS(SM) Restaurants within the time periods (the "DEVELOPMENT
PERIODS") mandated by the following schedule (the "DEVELOPMENT SCHEDULE"):

---------------------------------------------------------------------------------------------------------
                                                                                         CUMULATIVE NUMBE
                                                              DATES RESTAURANTS MUST     RESTAURANTS OPEN
                  DEVELOPMENT YEAR     RESTAURANT OPENINGS         BE OPENED BY              IN OPERATION
---------------------------------------------------------------------------------------------------------
                         1                      2                December 31, 2004                2
---------------------------------------------------------------------------------------------------------
                         2                      2                December 31, 2005                4
---------------------------------------------------------------------------------------------------------
                         3                      1                December 31, 2006                5
---------------------------------------------------------------------------------------------------------
                         4                      0                December 31, 2007                5
---------------------------------------------------------------------------------------------------------
                         5                      0                December 31, 2008                5
---------------------------------------------------------------------------------------------------------




Development Year 1 ends on December 31, 2004. After that, each Development Year begins on January 1 and
ends on December 31 of each

                                                         5
succeeding year (2005, 2006, 2007, and 2008). Provided, however, that the first Restaurant must be open
within the first 6 months from the Effective Date.

(c) That we will not be required to grant you a franchise for a Restaurant unless each preceding Restaurant(s):
unless otherwise specified, (a) has been open and in operation at least 6 months; (b) is profitable based on the
accounting system we specify; and (c) is operated in full compliance with their respective franchise agreements.

3.3 EFFECTIVE OF FAILURE. Strict compliance with the Development Schedule is of the essence. If you do
not timely meet the Development Schedule, you will be in default. Any such default constitutes a material breach
of this Agreement and we may:

(a) Terminate this Agreement;

(b) Have the right to operate or grant franchises to operate RAGIN' RIBS(SM) Restaurants within the
Development Area;

(c) Grant you an extension under the Development Schedule for such time period and for a nonrefundable
extension fee equal to the balance of the Franchise Fees for the number of RAGIN' RIBS(SM) Restaurants
remaining to be opened under the Development Schedule; or

(d) Reduce the Development Area and the Development Schedule to a size and magnitude that we estimate you
are capable of operating otherwise in accordance with this Agreement.

4. TERRITORY LICENSE FEE. You agree to pay us a Territory License Fee (a "LICENSE FEE") of
$100,000.00, which is $20,000 times the number of Restaurants to be developed. The LICENSE FEE
constitutes payment only for the exclusive rights we grant you under this Agreement. The License Fee must be
paid as follows: (i) on the Effective Date the sum of $70,000.00; and (ii) $30,000.00 upon the execution of the
first franchise agreement for restaurant number 1. In the event the Territory License is in default as defined in
paragraph 3.3, the remaining balance owing for the Territory License Fee becomes immediately due and payable.
The License Fee is fully earned by us and non-refundable.

5. GRANT OF FRANCHISES. You must enter into our then-current form of franchise agreement for each
Restaurant, pay the related franchise fee, and your guarantors must personally guaranty your obligations under
them pursuant to our then-current forms of Principal Owners Guaranty. However, such franchise agreements will
be modified by this Agreement to provide that we will not be required to train you or your owners. However, if
your Restaurant will be managed by someone other than you or your owners, we will be obligated to provide
initial training to one manager.

                                                        6
Upon execution of this Territory License Agreement, you will execute the first franchise agreement for your first
restaurant accompanied with the payment for the restaurant franchise fee that is in effect at the time of signing of
this Agreement.

6. MARKS.

6.1 OWNERSHIP AND GOODWILL OF MARKS. Your right to use the Marks is derived solely from this
Agreement and limited to your operation of your business pursuant to and in compliance with this Agreement and
all System Standards we prescribe from time to time during the Term. Your unauthorized use of the Marks will
be a breach of this Agreement and an infringement of our rights in and to the Marks. You acknowledge and agree
that your usage of the Marks and any goodwill established by such use will be exclusively for our benefit and that
this Agreement does not confer any goodwill or other interests in the Marks upon you (other than the right to
operate your business in compliance with this Agreement). All provisions of this Agreement applicable to the
Marks apply to any additional proprietary trade and service marks and commercial symbols we authorize you to
use.

6.2 LIMITATIONS ON YOUR USE OF MARKS. You agree to use the Marks we designate and in the
manner we designate as the sole identification of your business, except that you agree to identify yourself as the
independent owner in the manner we prescribe. You may not use modifying words, terms, designs or symbols
(other than logos we license to you), or in any modified form, nor may you use any Mark in connection with the
performance or sale of any unauthorized services or products or in any other manner we have not expressly
authorized in writing. No Mark may be used in any advertising concerning the transfer, sale or other disposition of
your business or an ownership interest in you. You agree to display the Marks prominently in the manner we
prescribe, on supplies or materials we designate and in connection with forms and advertising and marketing
materials. You agree to give such notices of trade and service mark registrations as we specify and to obtain any
fictitious or assumed name registrations required under applicable law.

6.3 NOTIFICATION OF INFRINGEMENTS AND CLAIMS. You agree to notify us immediately of any
apparent infringement or challenge to your use of any Mark, or of any claim by any person of any rights in or to
any Mark, and you agree not to communicate with any person other than us, our attorneys and your attorneys in
connection with any such infringement, challenge or claim. We have sole discretion to take such action as we
deem appropriate and the right to control exclusively any litigation, U.S. Patent and Trademark Office or U.S.
Copyright Office proceeding or any other administrative proceeding arising out of any such infringement,
challenge or claim or otherwise relating to any Mark. You agree to sign any and all instruments and documents,
render such assistance and do such acts and things as, in the opinion of our attorneys, may be necessary or
advisable to protect and maintain our interests in any litigation or Patent and Trademark Office, U.S. Copyright
Office or other proceeding or otherwise to protect and maintain our interests in the Marks.

6.4 DISCONTINUANCE OF USE OF MARKS. If it becomes advisable at any time in our sole discretion for
us and/or you to modify or discontinue the use of any Mark and/or use one or more additional or substitute trade
or service

                                                          7
marks, including the complete replacement of any Mark and usage of other marks (due to merger, acquisition or
otherwise), you agree to comply with our directions within a reasonable time after receiving notice. We will not
reimburse you for any loss of revenue attributable to any modified or discontinued Mark or for any expenditures
you make to change Marks or to promote a modified or substitute trademark or service mark.

7. CONFIDENTIAL INFORMATION.

7.1 TYPES OF CONFIDENTIAL INFORMATION. We possess (and will continue to develop and acquire)
certain confidential information (the "CONFIDENTIAL INFORMATION") relating to the development and
operation of RAGIN' RIBS(SM) Restaurants, which includes (without limitation):

(a) the System and the know-how related to its use;

(b) plans, specifications, size and physical characteristics of RAGIN' RIBS(SM) Restaurants;

(c) site selection criteria and site development methods;

(d) methods in obtaining licensing and meeting regulatory requirements;

(e) sources and design of equipment, furniture, forms, materials and supplies;

(f) marketing, advertising and promotional programs for RAGIN' RIBS(SM) Restaurants;

(g) staffing and delivery methods and techniques for personal services;

(h) the selection, testing and training of personnel for RAGIN' RIBS(SM) Restaurants;

(i) the recruitment, qualification and investigation methods to secure employment for employment candidates;

(j) any computer software we make available or recommend for RAGIN' RIBS(SM) Restaurants;

(k) methods, techniques, formats, specifications, procedures, information and systems related to and knowledge
of and experience in the development, operation and franchising of RAGIN' RIBS(SM) Restaurants;

(l) knowledge of specifications for and suppliers of certain products, materials, supplies, furniture, furnishings and
equipment;

(m) recipes, formulas, preparation methods and serving techniques;

(n) knowledge of operating results and financial performance of RAGIN' RIBS(SM) Restaurants other than those
operated by you (or your affiliates); and

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(o) e-commerce related data (e.g., customer data, click-stream data, cookies, user data, hits and the like).

7.2 DISCLOSURE AND LIMITATIONS ON USE. We will disclose much of the Confidential Information to
you by furnishing the Manuals to you and by providing training, guidance and assistance to you. In addition, in the
course of the operation of your business, you or your personnel may develop ideas, concepts, methods,
techniques or improvements ("IMPROVEMENTS") relating to your business, which you agree to disclose to us.
We will be deemed to own the Improvements and may use them and authorize you and others to use them in the
operation of RAGIN' RIBS(SM) Restaurants. Improvements will then also constitute Confidential Information.

7.3 CONFIDENTIALITY OBLIGATIONS. You agree that your relationship with us does not vest in you any
interest in the Confidential Information other than the right to use it in the development and operation of your
business, and that the use or duplication of the Confidential Information in any other business would constitute an
unfair method of competition. You acknowledge and agree that the Confidential Information is proprietary,
includes trade secrets belonging to us and is disclosed to you or authorized for your use solely on the condition
that you agree, and you therefore do agree, that you:

(a) will not use the Confidential Information in any other business or capacity;

(b) will maintain the absolute confidentiality of the Confidential Information during and after the Term;

(c) will not make unauthorized copies of any portion of the Confidential Information disclosed via electronic
medium, in written form or in other tangible form, including, for example, the Manuals; and

(d) will adopt and implement all reasonable procedures we may prescribe from time to time to prevent
unauthorized use or disclosure of the Confidential Information, including, restrictions on disclosure to your
employees and the use of nondisclosure and noncompetition agreements we may prescribe for employees or
others who have access to the Confidential Information.

7.4 EXCEPTIONS TO CONFIDENTIALITY. The restrictions on your disclosure and use of the Confidential
Information will not apply to the following:

(a) disclosure or use of information, processes, or techniques which are generally known and used in the business
(as long as the availability is not because of a disclosure by you), provided that you have first given us written
notice of your intended disclosure and/or use; and

(b) disclosure of the Confidential Information in judicial or administrative proceedings when and only to the extent
you are legally compelled to disclose it, provided that you have first given us the

                                                          9
opportunity to obtain an appropriate protective order or other assurance satisfactory to us that the information
required to be disclosed will be treated confidentially.

8. EXCLUSIVE RELATIONSHIP. You acknowledge and agree that we would be unable to protect
Confidential Information against unauthorized use or disclosure or to encourage a free exchange of ideas and
information among RAGIN' RIBS(SM) Restaurants if Developers and franchised owners of RAGIN' RIBS(SM)
Restaurants were permitted to hold interests in or perform services for a Competitive Business (defined below).
You also acknowledge that we have granted these development rights to you in consideration of and reliance
upon your agreement to deal exclusively with us. You agree that, during the Term, neither you nor any of your
owners (nor any of your or your owners' spouses or children) will:

(a) have any direct or indirect interest as a disclosed or beneficial owner in a Competitive Business;

(b) have any direct or indirect controlling interest as a disclosed or beneficial owner in a Competitive Business,
wherever located;

(c) have any direct or indirect interest as a disclosed or beneficial owner in a Competitive Business operating
within 10 miles of any RAGIN' RIBS(SM) Restaurant other than any of your Restaurants;

(d) perform services as a director, officer, manager, employee, consultant, representative, agent or otherwise for
a Competitive Business, wherever located; or

(e) recruit or hire any person who is our employee or the employee of any RAGIN' RIBS(SM) Restaurant
without obtaining the prior written permission of that person's employer.

The term "COMPETITIVE BUSINESS" as used in this Agreement means any business or facility owning,
operating or managing, or granting franchises or licenses to others to do so, any Restaurant or food service facility
(other than a RAGIN' RIBS(SM) Restaurant operated under a franchise agreement with us) that features ribs as
more than 25% of the menu.

9. TRANSFER.

9.1 BY US. This Agreement is fully transferable by us and will inure to the benefit of any transferee or other legal
successor to our interests.

9.2 BY YOU. You understand and acknowledge that the rights and duties created by this Agreement are
personal to you (or, if you are a Business Entity, to your owners) and that we have granted the Franchise to you
in reliance upon our perceptions of your (or your owners') individual or collective character, skill, aptitude,
attitude, business ability and financial capacity. Accordingly, neither this Agreement (nor any interest in it) nor any
ownership or other interest in you or the Restaurant may be transferred without our prior written approval. Any
transfer without such approval constitutes a breach of this Agreement and is void and of no effect. As used in this
Agreement, the term "TRANSFER" includes your (or your owners') voluntary, involuntary, direct or

                                                          10
indirect assignment, sale, gift or other disposition of any interest in: (a) this Agreement; (b) you; or (c) the
business. An assignment, sale, gift or other disposition includes the following events:

(a) transfer of ownership of 10% or more of any capital stock or a partnership interest or any other interest that
affects control over the Business Entity;

(b) merger or consolidation or issuance of additional securities or interests representing an ownership interest in
you;

(c) any issuance or sale of your stock or any security convertible to your stock;

(d) transfer of an interest in you, this Agreement or the Restaurant in a divorce, insolvency or corporate or
partnership dissolution proceeding or otherwise by operation of law;

(e) transfer of an interest in you, this Agreement or the business, in the event of your death or the death of one of
your owners, by will, declaration of or transfer in trust or under the laws of intestate succession; or

(f) pledge of this Agreement (to someone other than us) or of an ownership interest in you as security.

9.3 CONDITIONS FOR APPROVAL OF TRANSFER. If you (and your owners) are in full compliance with
this Agreement, then subject to the other provisions of this Section , we will approve a transfer that meets all the
applicable requirements of this Section. The proposed transferee and its direct and indirect owners must be
individuals of good character and otherwise meet our then applicable standards for RAGIN' RIBS(SM)
Restaurant franchisees and Developers. A transfer of ownership, possession or control of the business may be
made only in conjunction with a transfer of this Agreement. If the transfer is of this Agreement or a controlling
interest in you, or is one of a series of transfers which in the aggregate constitute the transfer of this Agreement or
a controlling interest in you, all of the following conditions must be met prior to or concurrently with the effective
date of the transfer:

(a) the transferee has sufficient business experience, aptitude and financial resources to operate the business;

(b) you have paid all amounts owed to us or to third-party creditors and have submitted all required reports and
statements;

(c) the transferee (or its owners) have agreed to complete our standard training program, at their expense;

(d) the transferee has agreed to be bound by all of the terms and conditions of this Agreement;

                                                           11
(e) the transferee has entered into our then-current form of Area Development Agreement for a Term ending on
the expiration date of this Agreement and requiring no License Fee;

(f) you or the transferee pay us a transfer fee equal to $15,000 to defray expenses we incur in connection with
the transfer;

(g) you (and your transferring owners) have signed a general release, in form satisfactory to us, of any and all
claims against us and our shareholders, officers, directors, employees and agents;

(h) we have approved the material terms and conditions of such transfer and determined that the price and terms
of payment will not adversely affect the transferee's operation of its business;

(i) if you or your owners finance any part of the sale price of the transferred interest, you and/or your owners
have agreed that all of the transferee's obligations pursuant to any promissory notes, agreements or security
interests that you or your owners have reserved in the business are subordinate to the transferee's obligation to
pay amounts due to us and otherwise to comply with this Agreement;

(j) you and your transferring owners (and your and your owners' spouses and children) have signed a non-
competition covenant in favor of us and the transferee agreeing to be bound, commencing on the effective date of
the transfer, by the restrictions contained in this Agreement; and

(k) you and your transferring owners have agreed that you and they will not directly or indirectly at any time or in
any manner (except with respect to other RAGIN' RIBS(SM) Restaurants you own and operate) identify
yourself or themselves or any business as a current or former RAGIN' RIBS(SM) Restaurant owner or
Developer, or as one of our licensees or franchisees, use any Mark, any colorable imitation of a Mark, or other
indicia of a RAGIN' RIBS(SM) Restaurant in any manner or for any purpose or utilize for any purpose any trade
name, trade or service mark or other commercial symbol that suggests or indicates a connection or association
with us.

9.4 TRANSFER TO A BUSINESS ENTITY. If you are in full compliance with this Agreement, you may
transfer this Agreement to a Business Entity that conducts no business other than the Restaurant and, if
applicable, other RAGIN' RIBS(SM) Restaurant so long as you own, control and have the right to vote 51% or
more of its issued and outstanding ownership interests (like stock or partnership interests) and you guarantee its
performance under this Agreement. All other owners are subject to our approval. The organizational or governing
documents of the Business Entity must recite that the issuance and transfer of any ownership interests in the
Business Entity are restricted by the terms of this Agreement, are subject to our approval, and all certificates or
other documents representing ownership interests in the Business Entity must bear a legend referring to the
restrictions of this Agreement. As a condition of our approval of the issuance or transfer of ownership interests to
any person other than you, we may require (in addition to the other requirements we have the right to impose)
that the proposed owner sign an agreement, in a form provided

                                                         12
or approved by us, agreeing to be bound jointly and severally by, to comply with, and to guarantee the
performance of, all of the your obligations under this Agreement.

9.5 TRANSFER UPON DEATH OR DISABILITY. Upon your death or disability or, if you are a Business
Entity, the death or disability of the owner of a controlling interest in you, we may require you (or such owner's
executor, administrator, conservator, guardian or other personal representative) to transfer your interest in this
Agreement (or such owner's interest in you) to a third party. Such disposition (including, without limitation,
transfer by bequest or inheritance) must be completed within the time we designate, not less than 1 month but not
more than 6 months from the date of death or disability. Such disposition will be subject to all of the terms and
conditions applicable to transfers contained in this Section. A failure to transfer your interest in this Agreement or
the ownership interest in you within this period of time constitutes a breach of this Agreement. For purposes of
this Agreement, the term "DISABILITY" means a mental or physical disability, impairment or condition that is
reasonably expected to prevent or actually does prevent you or an owner of a controlling interest in you from
managing and operating the Restaurant.

9.6 OPERATION UPON DEATH OR DISABILITY. If, upon your death or disability or the death or disability
of the owner of a controlling interest in you, the business is not being managed by a trained manager, 15 days
from the date of death or disability, appoint a manager to operate the business.

9.7 EFFECT OF CONSENT TO TRANSFER. Our consent to a transfer of this Agreement and the business or
any interest in you does not constitute a representation as to the fairness of the terms of any contract between you
and the transferee, a guarantee of the prospects of success of the business or transferee or a waiver of any claims
we may have against you (or your owners) or of our right to demand the transferee's exact compliance with any
of the terms or conditions of this Agreement.

10. TERMINATION OF AGREEMENT.

10.1 ON NOTICE. We have the right to terminate this Agreement, effective upon delivery of written notice of
termination to you, if:

(a) you (or any of your owners) have made any material misrepresentation or omission in connection with your
purchase of these development rights;

(b) you fail to meet the Development Schedule;

(c) you surrender or transfer control of this Agreement or the business without our prior written consent;

(d) you (or any of your owners) are or have been convicted by a trial court of, or plead or have pleaded no
contest, or guilty, to, a felony or other serious crime or offense;

                                                         13
(e) you (or any of your owners) engage in any dishonest or unethical conduct which may adversely affect the
reputation of the Restaurant or another RAGIN' RIBS(SM) Restaurants or the goodwill associated with the
Marks;

(f) you (or any of your owners) make an unauthorized assignment of this Agreement or of an ownership interest in
you, the Restaurant or the Art;

(g) in the event of your death or disability or the death or disability of the owner of a controlling interest in you,
this Agreement or such owner's interest in you is not assigned as required under this Agreement;

(h) you (or any of your owners) make any unauthorized use or disclosure of any Confidential Information;

(i) you (or any of your owners) fail to comply with any other provision of this Agreement or any other agreements
with us our any of our; or

(j) you make an assignment for the benefit of creditors or admit in writing your insolvency or inability to pay your
debts generally as they become due; you consent to the appointment of a receiver, trustee or liquidator of all or
the substantial part of your property; unless any order appointing a receiver, trustee or liquidator of you is not
vacated within 30 days following the entry of such order.

10.2 AFTER NOTICE. We may also terminate this Agreement after we notify you of our intention to do so
because of the occurrence of any of the following events and your failure to cure it within 30 days of our notice:

(a) if you are a Business Entity, failure to maintain active status in your state of organization;

(b) you violate any provision of this Agreement or any other agreement with us our any of our affiliates;

(c) continued violation of any law, ordinance, rule or regulation of a governmental agency; or

(d) failure to obtain any approvals or consents required by this Agreement.

11. RIGHTS AND OBLIGATIONS UPON TERMINATION.

11.1 PAYMENT OF AMOUNTS OWED TO US. You agree to pay us within 15 days after the effective date
of termination or expiration of this Agreement, or on such later date that the amounts due to us which are then
unpaid.

11.2 MARKS. Upon the termination or expiration of this Agreement:

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(a) you may not directly or indirectly at any time or in any manner (except with respect to other RAGIN' RIBS
(SM) Restaurants you own and operate) identify yourself or any business as a current or former RAGIN' RIBS
(SM) Restaurant, or as one of our developers, licensees or franchisees, use any Mark, any colorable imitation of
a Mark or other indicia of a RAGIN' RIBS(SM) Restaurant in any manner or for any purpose or utilize for any
purpose any trade name, trade or service mark or other commercial symbol that indicates or suggests a
connection or association with us;

(b) you agree to take such action as may be required to cancel all fictitious or assumed name or equivalent
registrations relating to your use of any Mark under this Agreement; and

(c) you agree to furnish us, within 30 days after, as applicable, the effective date of expiration of this Agreement
or the Notification Date, with evidence satisfactory to us of your compliance with the foregoing obligations.

11.3 CONFIDENTIAL INFORMATION. You agree that, upon termination or expiration of this Agreement,
you will immediately cease to use any of our Confidential Information in any business or otherwise and return to
us all copies of the Manual and any other confidential materials that we have loaned to you.

11.4 COMPETITIVE RESTRICTIONS. Upon our termination of this Agreement in accordance with its terms
and conditions, or expiration of this Agreement (if we offer, but you elect not to acquire, a successor Area
Development Agreement), you and your owners agree that, for a period of 2 years commencing on the effective
date of termination or expiration or the date on which a person restricted by this Section begins to comply with
this Section, whichever is later, neither you nor any of your owners will have any direct or indirect interest (e.g.,
through a spouse or child) as a disclosed or beneficial owner, investor, partner, director, officer, employee,
consultant, representative or agent or in any other capacity in any Competitive Business operating:

(a) within 5 miles of any RAGIN' RIBS(SM) Restaurant operated by you under a Franchise Agreement with us;
or

(b) within 5 miles of any other RAGIN' RIBS(SM) Restaurant in operation or under construction date of the
termination or expiration.

If any person restricted by this Section refuses voluntarily to comply with the foregoing obligations, the 2-year
period will commence with the entry of an order of an arbitrator, or court if necessary, enforcing this provision.
You and your owners expressly acknowledge that you 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 you of your personal goodwill or ability to earn a living.

                                                         15
12. RELATIONSHIP OF THE PARTIES/INDEMNIFICATION.

12.1 INDEPENDENT CONTRACTORS. You and we understand and agree that this Agreement does not
create a fiduciary relationship between you and us, that we and you are and will be independent contractors and
that nothing in this Agreement is intended to make either you or us a general or special agent, joint venturer,
partner or employee of the other for any purpose. You agree to conspicuously identify yourself in all dealings with
customers, suppliers, public officials, Restaurant personnel and others as the owner of the business under an Area
Development Agreement we have granted and to place such notices of independent ownership on such forms,
business cards, stationery and advertising and other materials as we may require from time to time.

12.2 NO LIABILITY FOR ACTS OF OTHER PARTY. You agree not to employ any of the Marks in signing
any contract or applying for any license or permit, or in a manner that may result in our liability for any of your
indebtedness or obligations, and that you will not use the Marks in any way we have not expressly authorized.
Neither we nor you will 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 our respective relationship is other than
franchisor and developer or be obligated by or have any liability under any agreements or representations made
by the other that are not expressly authorized in writing. We will not be obligated for any damages to any person
or property directly or indirectly arising out of the operation of the business you conduct pursuant to this
Agreement.

12.3 INDEMNIFICATION. You agree to indemnify, defend and hold harmless us, our affiliates and our
respective shareholders, directors, officers, employees, agents, successors and assignees (the "INDEMNIFIED
PARTIES") against and to reimburse any one or more of the Indemnified Parties for all claims, obligations and
damages described in this Section, any and all taxes described in this Agreement and any and all claims and
liabilities directly or indirectly arising out of the operation of your business (even if our negligence is alleged) or
your breach of this Agreement. For purposes of this indemnification, "CLAIMS" includes all obligations, damages
(actual, consequential or otherwise) and costs reasonably incurred in the defense of any claim against any of the
Indemnified Parties, including, without limitation, reasonable accountants', arbitrators', attorneys' and expert
witness fees, costs of investigation and proof of facts, court costs, other expenses of litigation, arbitration or
alternative dispute resolution and travel and living expenses. We have the right to defend any such claim against
us. This indemnity will continue in full force and effect subsequent to and notwithstanding the expiration or
termination of this Agreement. Under no circumstances will we or any other Indemnified Party be required to
seek recovery from any insurer or other third party, or otherwise to mitigate our, their or your losses and
expenses, in order to maintain and recover fully a claim against you. You agree that a failure to pursue such
recovery or mitigate a loss will in no way reduce or alter the amounts we or another Indemnified Party may
recover from you.

13. ENFORCEMENT.

13.1 SEVERABILITY; SUBSTITUTION OF VALID PROVISIONS. Except as otherwise stated in this
Agreement, each term of this Agreement, and any portion

                                                          16
of any term, are severable. The remainder of this Agreement will continue in full force and effect. To the extent
that any provision restricting your competitive activities is deemed unenforceable, you and we agree that such
provisions will be enforced to the fullest extent permissible under governing law. This Agreement will be deemed
automatically modified to comply with such governing law if any applicable law requires: (a) a greater prior notice
of the termination of or refusal to renew this Agreement; or (b) the taking of some other action not described in
this Agreement; or (c) if any RAGIN' RIBS(SM) System Standard is invalid or unenforceable. We may modify
such invalid or unenforceable provision to the extent required to be valid and enforceable. In such event, you will
be bound by the modified provisions.

13.2 WAIVERS. We will not be deemed to have waived our right to demand exact compliance with any of the
Terms, even if at any time: (a) we do not exercise a right or power available to us under this Agreement; or (b)
we do not insist on your strict compliance with the terms of this Agreement; or (c) if there develops a custom or
practice which is at variance with the terms of this Agreement; or (d) if we accept payments which are otherwise
due to us under this Agreement. Similarly, our waiver of any particular breach or series of breaches under this
Agreement or of any similar term in any other agreement between you and us or between us and any other
franchise owner, will not effect our rights with respect to any later breach by you or anyone else.

13.3 LIMITATION OF LIABILITY. Neither of the parties will be liable for loss or damage or deemed to be in
breach of this Agreement if failure to perform obligations results from:

(a) compliance with any law, ruling, order, regulation, requirement or instruction of any federal, state or municipal
government or any department or agency thereof;

(b) acts of God, war, terror or similar like;

(c) acts or omissions of a similar event or cause.

However, such delays or events do not excuse payments of amounts owed at any time.

13.4 APPROVAL AND CONSENTS. Whenever this Agreement requires our advance approval, agreement or
consent, you agree to make a timely written request for it. Our approval or consent will not be valid unless it is in
writing. Except where expressly stated otherwise in this Agreement, we have the absolute right to refuse any
request by you or to withhold our approval of any action or omission by you. If we provide to you any waiver,
approval, consent, or suggestion, or if we neglect or delay our response or deny any request for any of those, we
will not be deemed to have made any warranties or guarantees which you may rely on, and will not assume any
liability or obligation to you.

13.5 WAIVER OF PUNITIVE DAMAGES. EXCEPT FOR YOUR OBLIGATIONS TO INDEMNIFY US
AND CLAIMS FOR UNAUTHORIZED USE OF THE MARKS OR CONFIDENTIAL INFORMATION,
YOU AND WE EACH WAIVE TO THE FULL EXTENT PERMITTED BY LAW ANY RIGHT TO, OR
CLAIM FOR, ANY PUNITIVE OR EXEMPLARY DAMAGES AGAINST THE OTHER. YOU AND

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WE ALSO AGREE THAT, IN THE EVENT OF A DISPUTE BETWEEN YOU AND US, THE PARTY
MAKING A CLAIM WILL BE LIMITED TO EQUITABLE RELIEF AND RECOVERY OF ANY
ACTUAL DAMAGES IT SUSTAINS.

13.6 LIMITATIONS OF CLAIMS. ANY AND ALL CLAIMS ARISING OUT OF THIS AGREEMENT
OR THE RELATIONSHIP AMONG YOU AND US MUST BE MADE BY WRITTEN NOTICE TO THE
OTHER PARTY WITHIN 1 YEAR FROM THE OCCURRENCE OF THE FACTS GIVING RISE TO
SUCH CLAIM (REGARDLESS OF WHEN IT BECOMES KNOWN); EXCEPT FOR CLAIMS ARISING
FROM: (A) UNDER-REPORTING OF GROSS SALES; (B) UNDER-PAYMENT OF AMOUNTS OWED
TO US OR OUR AFFILIATES; (C) CLAIMS FOR INDEMNIFICATION; AND/OR (D)
UNAUTHORIZED USE OF THE MARKS. HOWEVER, THIS PROVISION DOES NOT LIMIT THE
RIGHT TO TERMINATE THIS AGREEMENT IN ANY WAY.

13.7 GOVERNING LAW. EXCEPT TO THE EXTENT THIS AGREEMENT OR ANY PARTICULAR
DISPUTE IS GOVERNED BY THE U.S. TRADEMARK ACT OF 1946 (LANHAM ACT, 15 U.S.C.
SS.1051 AND THE SECTIONS FOLLOWING IT) OR OTHER FEDERAL LAW, THIS AGREEMENT
AND THE FRANCHISE ARE GOVERNED BY THE LAW OF THE STATE IN WHICH OUR
PRINCIPAL BUSINESS OFFICE IS LOCATED, EXCLUDING ANY LAW REGULATING THE SALE
OF FRANCHISES OR GOVERNING THE RELATIONSHIP BETWEEN A FRANCHISOR AND
DEVELOPER, UNLESS THE JURISDICTIONAL REQUIREMENTS OF SUCH LAWS ARE MET
INDEPENDENTLY WITHOUT REFERENCE TO THIS SECTION. References to any law or regulation also
refer to any successor laws or regulations and any implementing regulations for any statute, as in effect at the
relevant time. References to a governmental agency also refer to any successor regulatory body that succeeds to
the function of such agency.

13.8 JURISDICTION. YOU AND WE CONSENT AND IRREVOCABLY SUBMIT TO THE
JURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURT OF COMPETENT
JURISDICTION LOCATED IN HILLSBOROUGH COUNTY, FLORIDA, AND WAIVE ANY
OBJECTION TO THE JURISDICTION AND VENUE OF SUCH COURTS. THE EXCLUSIVE CHOICE
OF JURISDICTION DOES NOT PRECLUDE THE BRINGING OF ANY ACTION BY THE PARTIES
OR THE ENFORCEMENT BY THE PARTIES IN ANY JUDGMENT OBTAINED IN ANY SUCH
JURISDICTION, IN ANY OTHER APPROPRIATE JURISDICTION OR THE RIGHT OF THE PARTIES
TO CONFIRM OR ENFORCE ANY ARBITRATION AWARD IN ANY APPROPRIATE
JURISDICTION.

13.9 WAIVER OF JURY TRIAL. YOU AND WE EACH IRREVOCABLY WAIVE TRIAL BY JURY IN
ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER AT LAW OR IN EQUITY,
BROUGHT BY EITHER YOU OR US.

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13.10 CUMULATIVE REMEDIES. The rights and remedies provided in this Agreement are cumulative and
neither you nor we will be prohibited from exercising any other right or remedy provided under this Agreement or
permitted by law or equity.

13.11 COSTS AND ATTORNEYS FEES. If a claim for amounts owed by you to us or any of our affiliates is
asserted in any legal or arbitration proceeding or if either you or we are required to enforce this Agreement in a
judicial or arbitration proceeding, the party prevailing in such proceeding will be entitled to reimbursement of its
costs and expenses, including reasonable accounting and attorneys fees. Attorneys fees will include, without
limitation, reasonable legal fees charged by attorneys, paralegal fees, and costs and disbursements, whether
incurred prior to, or in preparation for, or contemplation of, the filing of written demand or claim, action, hearing,
or proceeding to enforce the obligations of the parties under this Agreement.

13.12 BINDING EFFECT. This Agreement is binding on and will inure to the benefit of our successors and
assigns. Except as otherwise provided in this Agreement, this Agreement will also be binding on your successors
and assigns, and your heirs, executors and administrators.

13.13 ENTIRE AGREEMENT. This Agreement, including the introduction, addenda and exhibits to it,
constitutes the entire agreement between you and us. There are no other oral or written understandings or
agreements between you and us concerning the subject matter of this Agreement. Except as expressly provided
otherwise in this Agreement, this Agreement may be modified only by written agreement signed by both you and
us.

13.14 NO LIABILITY TO OTHERS; NO OTHER BENEFICIARIES. We will not, because of this Agreement
or by virtue of any approvals, advice or services provided to you, be liable to any person or legal entity who is
not a party to this Agreement. Except as specifically described in this Agreement, no other party has any rights
because of this Agreement.

13.15 CONSTRUCTION. The headings of the sections are for convenience only. If two or more persons are at
any time Developers hereunder, whether or not as partners or joint venturers, their obligations and liabilities to us
are joint and several. This Agreement may be signed in multiple copies, each of which will be an original. "A OR
B" means "A" or "B" or both.

13.16 CERTAIN DEFINITIONS. The term "FAMILY MEMBER" refers to parents, spouses, offspring and
siblings, and the parents and siblings of spouses. The term "AFFILIATE" means any Business Entity directly or
indirectly owned or controlled by a person, under common control with a person or controlled by a person. The
terms "DEVELOPER, FRANCHISEE, FRANCHISE OWNER, YOU AND YOUR" are applicable to one or
more persons, a Business Entity, as the case may be. The singular use of any pronoun also includes the plural and
the masculine and neuter usages includE the other and the feminine. The term "PERSON" includes individuals or
Business Entities. The term "SECTION" refers to a section or subsection of this Agreement. The word
"CONTROL" means the power to direct or cause the direction of management and policies. The word
"OWNER" means any person holding a direct or indirect, legal or beneficial ownership interest or voting rights in
another person (or a transferee of this Agreement or an interest in you), including any person who has a direct or
indirect interest in you or this Agreement and any person who has any other legal or equitable

                                                          19
interest, or the power to vest in himself any legal or equitable interest, in the revenue, profits, rights or assets.

13.17 TIMING IS OF THE ESSENCE. It will be a material breach of this Agreement to fail to perform any
obligation within the time required or permitted by this Agreement. In computing time periods from one date to a
later date, the words "FROM" and "COMMENCING ON" (and the like) mean "FROM AND INCLUDING";
and the words "TO," "UNTIL" and "ENDING ON" (and the like) mean "TO BUT EXCLUDING." Indications
of time of day mean Tampa, Florida time.

14. NOTICES AND PAYMENTS.

All notices and reports permitted or required under this Agreement or by the Manuals must be in writing and will
be deemed delivered:

(a) at the time delivered by hand;

(b) 1 business day after transmission by facsimile, telecopy, e-mail, or other electronic system;

(c) 2 business days after being placed in the hands of a commercial airborne courier service for next business day
delivery; or

(d) 3 business days after placement in the United States mail by registered or certified mail, return receipt
requested, postage prepaid.

Delivery by facsimile, e-mailed and electronic means constitutes a writing. All such notices must be addressed to
the parties as follows:

                               If to Us:              RAGIN' RIBS FRANCHISE CORP.
                                                      501 S. Dakota Avenue, Suite 1
                                                      Tampa, Florida 33606
                                                      Attention: Paul R Smith

                               If to You:             Jonathon Massie
                                                      9431 Larkbunting Drive
                                                      Tampa, Florida 33647




Either you or we may change the address for delivery of all notices and reports and any such notice will be
effective within 10 business days of any change in address. Any required payment or report not actually received
by us during regular business hours on the date due (or postmarked by postal authorities at least 2 days prior to
such date, or in which the receipt from the commercial courier service is not dated prior to 2 days prior to such
date) will be deemed delinquent.

                                                           20
15. BUY-BACK PROVISION

Ragin' Ribs International, Inc. ("RRII"), the holding company for Ragin' Ribs Franchise Corp., will have an option
to acquire the Developer at a value of four
(4) times EBITDA (earnings before interest taxes depreciation and amortization) as defined under GAAP rules.
The option may be exercised by mutual consent anytime after Thirty- Six (36) months following the Effective
Date. The purchase price for RRCI will be in the form of common stock of RRI priced at the Thirty Day (30)
average closing price immediately preceding the closing of the acquisition of the Developer.

Intending to be bound, you and we sign and deliver this Agreement in 2 counterparts on the Effective Date.

          "US":                                             "YOU":

          RAGIN' RIBS FRANCHISE CORP.
                                                            -------------------------------------
                                                            [Business Entity Name]


          By: /s/ Paul Smith                         By: /s/ Jonathon Massie
             ----------------------------------------   ----------------------------------
          Name: Paul Smith                           Name: Jonathon Massie
               --------------------------------------     --------------------------------
          Title: President                           Title:
                -------------------------------------      -------------------------------
          Date: 12/6/03                              Date: 12/6/03
               --------------------------------------     --------------------------------




                                                       21
                                            EXHIBIT "A"
                                               TO THE
                                    RAGIN' RIBS FRANCHISE CORP.
                                      FRANCHISE AGREEMENT
                                      DATED DECEMBER 6, 2003
                                                WITH

                                           JONATHON MASSIE

                                          (NAME OF DEVELOPER)

                                                 GLOSSARY

This Glossary is intended as a general guideline to assist you in reading the Franchise Agreement. You must
review the Franchise Agreement to get an exact definition of a term.

                    TERM                                      DEFINITION
                    ----                                      ----------

          AFFILIATE                      Any Business Entity directly or indirectly owned or
          Section 13.16                  controlled by a person, under common
                                         control with a person controlled by a person.

          AGREEMENT                      The Area Development Agreement between RAGIN' RIBS
          Introductory                   FRANCHISE CORP. and you.
          Paragraph

          ANTI-TERRORISM LAWS            Executive Order 13224 issued by the President of the
          Section 1.3                    United States, the USA PATRIOT Act, and all other
                                         present and future federal, state and local laws,
                                         ordinances, regulations, policies, lists and any
                                         other requirements of any governmental authority
                                         addressing or in any way relating to terrorist
                                         acts and acts of war.

          BUSINESS ENTITY                A business organization like a corporation, limited
          Section 1.5                    liability company or partnership.

          CLAIMS                         All obligations, damages (actual, consequential or
          Section 12.3                   otherwise) and costs reasonably incurred in the
                                         defense of any claim against any of the Indemnified
                                         Parties, including, without limitation, reasonable
                                         accountants', arbitrators', attorneys' and expert
                                         witness fees, costs of investigation and proof of
                                         facts, court costs, other expenses of litigation,
                                         arbitration or alternative dispute resolution and
                                         travel and living expenses.

          COMPETITIVE BUSINESS           Any business or facility owning, operating or
          Section 8                      managing, or granting franchises or licenses to
                                         others to do so, any Restaurant or food service
                                         facility that offers casual dining and take-out of
                                         sandwiches, salads or any type of deli foods and
                                         beverages (other than a RAGIN' RIBS(SM) Restaurant
                                         operated under a franchise agreement with us) that
                                         features barbecue and/or ribs as more than 25% of the
                                         menu.
        TERM                              DEFINITION
        ----                              ----------

CONFIDENTIAL             Certain confidential information that we have
INFORMATION              developed relating to the development and operation
Section 7.1              of RAGIN' RIBS(SM) Restaurants, which includes (a)
                         the System and the know-how related to its use; (b)
                         plans, specifications, size and physical
                         characteristics of RAGIN' RIBS(SM) Restaurant; (c)
                         site selection criteria, land use and zoning
                         techniques and criteria; (d) methods in obtaining
                         licensing and meeting regulatory requirements; (e)
                         sources and design of equipment, furniture, forms,
                         materials and supplies; (f) marketing, advertising
                         and promotional programs for RAGIN' RIBS(SM)
                         Restaurants; (g) staffing and delivery methods and
                         techniques for personal services; (h) the selection,
                         testing and training of personnel for RAGIN' RIBS(SM)
                         Restaurants; (i) the recruitment, qualification and
                         investigation methods to secure employment for
                         employment candidates; (j) any computer software we
                         make available or recommend for RAGIN' RIBS(SM)
                         Restaurants; (k) methods, techniques, formats,
                         specifications, procedures, information and systems
                         related to and knowledge of and experience in the
                         development, operation and franchising of RAGIN'
                         RIBS(SM) Restaurants; (l) knowledge of specifications
                         for and suppliers of certain products, materials,
                         supplies, furniture, furnishings and equipment; (m)
                         recipes, formulas, preparation methods and serving
                         techniques; and (n) knowledge of operating results
                         and financial performance of RAGIN' RIBS(SM)
                         Restaurants other than those operated by you (or your
                         affiliates); (o) e-commerce related data.

CONTROL                  The power to direct or cause the direction of
Section 13.16            management and policies.

DEVELOPER                You; one or more persons, a Business Entity, as the
Introduction             case may be.

DEVELOPMENT AREA         The specific geographic area in which you are granted
Section 1.1              the right to develop RAGIN'RIBS(SM) Restaurants.

DEVELOPMENT PERIOD       The time periods within which the Restaurants must be
Section 3.2              developed under the Development Schedule.

DEVELOPMENT SCHEDULE     The schedule designating the required number of
Section 3.2              restaurants to be opened within each year of the
                         Development Period.

DISABILITY               A mental or physical disability, impairment or
Section 9.5              condition that is reasonably expected to prevent or
                         actually does prevent you or an owner of a
                         controlling interest in you from managing and
                         operating the Restaurant.

EFFECTIVE DATE           Date of this Agreement.
Introductory Paragraph

FAMILY MEMBER            Parents, spouses, offspring and siblings, and the
Section 13.16            parents and siblings of spouses.

                                    2
        TERM                              DEFINITION
        ----                              ----------

FRANCHISE AGREEMENT(S)   The franchise agreements between you and us to
Section 2.1              operate RAGIN' RIBS(SM) Restaurants.


IMPROVEMENTS             Ideas, concepts, methods, techniques or improvements
Section 7.2              relating to your Restaurant that you or your
                         personnel may develop in the course of the operation
                         of your Restaurant.

INDEMNIFIED PARTIES      Us, our affiliates and our respective shareholders,
Section 12.3             directors, officers, employees, agents, successors
                         and assignees that you must agree to indemnify,
                         defend and hold harmless against and to reimburse any
                         one or more of for all claims, obligations and
                         damages and any and all taxes and any and all claims
                         and liabilities directly or indirectly arising out of
                         the Restaurant's operation (even if our negligence is
                         alleged) or your breach of this Agreement.

MARKS                    Certain trademarks, trade names, service marks,
Section 1.1              and other commercial symbols used in the operation of
                         the Restaurants including the trade and service mark,
                         "RAGIN' RIBS(SM) and design," "RAGIN' RIBS(SM)" and
                         associated logos, Art, copyrighted works, designs,
                         artwork and trade dress, trademarks, service marks,
                         commercial symbols and e-names that we create,
                         commission, use, promote and license or may create,
                         commission, use and license.

OWNER                    Any person holding a direct or indirect, legal or
Section 13.16            beneficial ownership interest or voting rights in
                         another person (or a transferee of this Agreement or
                         an interest in you), including any person who has a
                         direct or indirect interest in you or this Agreement
                         and any person who has any other legal or equitable
                         interest, or the power to vest in himself any legal
                         or equitable interest, in the revenue, profits,
                         rights or assets.

PERSON                   Any individual or Business Entity.
Section 13.16

RAGIN' RIBS(SM)          A unique restaurant service concept called "home meal
RESTAURANTS              replacement" operating under the Marks and our
Section 1.1              System.

RESTAURANT               Restaurants that operate under the "RAGIN' RIBS(R)"
Section 1.1              name.

SECTION                  A section or subsection of this Agreement.
Section 13.16

SYSTEM                   The distinctive business formats, methods,
Section 1.1              procedures, designs, layouts, signs, equipment,
                         menus, recipes, trade dress, standards and
                         specifications and the Marks under which the
                         Restaurants operate, all of which we (or our
                         affiliates) may improve, further develop or otherwise
                         modify from time to time.

                                    3
        TERM                    DEFINITION
        ----                    ----------

TRANSFER       Your (or your owners') voluntary, involuntary, direct
Section 9.2    or indirect assignment, sale, gift or other
               disposition of any interest in: (1) this Agreement;
               (2) you; or (3) the Restaurant.




                           4
                           EXHIBIT "B"
                              TO THE
                   RAGIN' RIBS FRANCHISE CORP.
                     FRANCHISE AGREEMENT
                     DATED DECEMBER 6, 2003
                               WITH

                        JONATHON MASSIE

                       (NAME OF DEVELOPER)

                   MAP OF EXCLUSIVE TERRITORY

Map on next page

                                5
Exhibit 10.10

                                             501 DAKOTA LEASE

This lease is made between Nancy Turner Properties Inc. of 205 Blanca Ave., Tampa, FL 33606 herein called
Lessor, and Raggin' Ribs Inc. herein called the Lessee on the 2nd of June, 2003.

Lessee hereby agrees to lease the building at 501 Dakota Avenue in the City of Tampa, the County of
Hillsborough, the state of Florida upon the following terms and conditions:

1. TERM AND RENT: Lessor demises the above premises with the current available offices for the term of three
years with the option to renew for an additional five years, commencing June 1, 2003 and terminating on May 31,
2006 (should the five year option not be required) at the annual rental of $38,400 plus sales tax of 7% or
whatever the sales tax amount for Hillsborough County becomes over the time of the lease, payable in equal
installments in advance on the first day of each month for that month's rental, during the term of the lease. As the
remaining two offices are vacated and if Raggin' Ribs still chooses to rent those remaining spaces, their current
rent ($500 for Andrew Adler's and $750 for Mark Bendik's) will be added to Raggin' Ribs lease amount per
month. All rental payments shall be made to Lessor at 205 Blanca Ave., Tampa, FL 33606. Should the rent not
be paid by the fifth of the month, a late fee of $50 shall be assessed. An additional $50 ($100 total) shall be
added if the rent is not paid by the 10th of the month. Thereafter an additional $10 per day shall be assessed on
top of the $100 until the month's lease is paid in full.

2. ????? Lessee shall use and occupy the premises as administrative offices and training facilities for Raggin' Ribs.
The premises shall be used for no other purpose. Lessor represents that the premises may lawfully be used for
such purpose.

3. CARE AND MAINTENANCE OF PREMISES: Lessee acknowledges that the premises are in good order
and repair. Lessor shall, at his own expense and at all times, maintain the lawn, the electrical, plumbing, air
conditioning and security systems. Lessee shall maintain their own phone system and fines.

4. ????? Lessee shall not, without first obtaining the written consent of Lessor, make any alterations, additions or
improvements in, to or about the premises.

5. ORDINANCES AND STATUTES: Lessee shall comply with all statutes, ordinances and requirements of all
municipal, state and federal authorities now in force, or which may hereafter be in force, pertaining to the
premises, occasioned by or affecting the use thereof by Lessee.

6. Assignment AND SUBLETTING: Lessee shall not assign this lease or sublet any portion of the premises
without prior written consent of the Lessor, which shall not be reasonably withheld. Any such assignment or
subletting without consent shall be void and, at the option of the Lessor, may terminate the lease.
                                              501 DAKOTA LEASE

7. UTILITIES: All utilities, excluding the phone system and a portion of the electricity, shall be the responsibility
of the Lessor. The Lessor shall pay up to $800 per month for the electricity. Any amount over $800 per months
shall be the responsibility of the Lessee.

8. ENTRY AND Inspection: Lessee shall permit Lessor or Lessor's agents to enter upon the premises at
reasonable times and upon reasonable notice for the purpose of inspecting the same and will permit Lessor at any
time within sixty (60) days prior to the expiration of this lease, to place upon the premises any usual "For Lease"
signs and permit persons desiring to lease the same to inspect the premises thereafter.

9. POSSESSION: Lessor is unable to deliver possession of the premises at the commencement hereof, Lessor
shall not be liable for any damage caused thereby, nor shall this lease be void or voidable, but Lessee shall not be
liable for any rent until possession is delivered.

10. INDEMNIFICATION OF Lessor: Lessor shall not be liable for any damage or injury to Lessee, or any
other person, or to any property, occurring on the demised premises or any part thereof, and Lessee agrees to
hold Lessor harmless from any claims for damages, no matter how caused.

11. DESTRUCTION OF PREMISES: In the event of a partial destruction of the premises during the term
hereof, from any cause, Lessor shall forthwith repair the same, provided that such repairs can be made within
sixty (60) days under existing governmental laws and regulations, but shuch partial destruction shall not terminate
this lease, except that Lessee shall be entitled to a proportionate reduction of rent while such repairs are being
made.

12. Lessor's Remedies ON DEFAULT: If Lessee defaults in the payment of rent, or any additional rent, or
defaults in the performance of any of the other covenants or conditions hereof, Lessor may give Lessee notice of
such default and if Lessee does not cure any such default within three days, after the giving of such notice (or if
such other default is of such nature that it cannot be completely cured within such period), if Lessee does not
commence such curing within seven days and thereafter proceed with reasonable diligence and in good faith to
cure such default, then Lessor may terminate this lease on not less than three days' notice to Lessee. On the date
specified in such notice the term of this lease shall terminate and Lessee shall then quit and surrender the premises
to Lessor, without extinguishing Lessee's liability. If this lease shall have been so terminated by Lessor, Lessor
may at any time thereafter resume possession of the premises by any lawful means and remove Lessee and other
occupants and their effects. No failure to enforce any term shall be deemed a waiver. Lessee shall be responsible
for all attorney's fees incurred by Lessor concerning the default and removal.

13. SECURITY DEPOSIT: Lessee shall deposit with Lessor on the signing of this lease the sum of $3500 as
security for the performance of Lessee's obligations under this lease, including without limitation the surrender of
possession of hte premises to Lessor as herein provided. If Lessor aplies any part of hte deposit to cure any
default of Lessee,

                                                          2
                                              501 DAKOTA LEASE

Lessee shall on demand deposit with Lessor the amount so applied so that Lessor shall have the full deposit on
hand at all times during the term of this lease.

14. ATTORNEY'S FEES: In case suit should be brought for recovery of premises, or for any sum due
hereunder, or because of any act which may arise out of the possession of the premises, by either party, the
prevailing party shall be entitled to all costs incurred in connection with such action, including a reasonable
attorney's fee.

15. WAIVER: No failure to Lessor to enforce any term hereof shall be deemed to be a waiver. ????? Any notice
which either party may or is required to give, shall be given by mailing the same, postage prepaid, to Lessee at
the permises or Lessor at the address specified above, or at such other places as may be designated by the
parties from time to time.

17. HEIRS. ASSIGNS AND Successors: This lease is binding upon and inures to the benefit of the heirs, assings
and successors in interest to the parties.

18. RADON GAS EXPOSURE: As required by law, Nancy Turner Properties Inc. makes the following
disclosure: "Radon Gas" is a naturally occurring radioactive gas that, when it has accumulated in a building in
sufficient quantities, may present helth 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 Hillsborough County. Additional information
regarding radon and radon testing may be obtained from your county publich health unit.

19. ????? Raggin' Ribs, at its own expense, may put signs on the side of the building facing the Crosstown, as
requested, and in the front yard to ????? the public as to its whereabouts.

20. LIGHTS AND AIR CONDITIONING: Raggin' Ribs and its employees agree to make a diligent effort to
turn all lights off and the air conditioning to 78-degrees when leaving the building for the evening and especially
the weekend. This will not only save the Lessor funds but also conserve our natural resources.Raggin' Ribs
agrees to pay the balance over $800 should the electric fall above that mark during the month.

21. TRASH DISPOSAL: It is asked that Raggin' Ribs place all its trash in the outside containers for pick up by
the garbage men twice a week.

22. ENTIRE AGREEMENT: The foregoing constitutes the entire agreement between the parties and may be
modified only by a writing signed by both parties.

             LESSOR:                                                           LESSEE:

             /S/ Nancy Turner                                                  /s/ James Cheatham
             Nancy Turner Properties, Inc.                                     Raggin' Ribs Inc
             Nancy Turner, President                                           Jim Cheatham Chairman




                                                          3
Exhibit 10.11

                                             LEASE AGREEMENT

THIS LEASE AGREEMENT ("Lease") made and entered into this 20th day of October, 2003, by and between
JANE LEVIN, successors or assigns (hereinafter referred to as "Lessor" or "Landlord"), and HENDERSON
ONE GROUP,INC.DBA RAGIN' RIBS ("Lessee" or "Tenant"), whose address is 3636 HENDERSON
BLVD, Tampa, Florida collectively, the "the "Parties"), which Parties for and in consideration of the payments
and their mutual covenants contained herein set forth do hereby agree as herein specified.

                                        Article 1. GRANT AND TERM.

1.1 Premises. In consideration of the rents, covenants and agreements herein set forth, Landlord hereby leases to
Tenant and Tenant hereby rents from Landlord those certain premises located at 3636 HENDERSON BLVD;
consisting of 1886 sq. ft. ("Building").

1.2 Tenant hereby accepts the Premises ????as is , without any representation or warranty of any kind, either
express or implied, on behalf of Landlord. Said premises extend to the exterior faces of all walls. Landlord
reserves the use of the walls and roof and the space immediately under the roof, including the right therein to
install, maintain, use, repair and replace pipes, ducts, conduits and wires in locations which will not materially
interfere with Tenant's use thereof.

1.3 Title, Quiet Enjoyment of Premises. Landlord warrants that it has lawful title and/or underlying ground lease
rights to execute this Lease and agrees, if Tenant shall perform all of Tenants agreements herein specified, Tenant
shall, subject to the terms and conditions of this Lease, have the peaceable and quiet enjoyment and possession
of the Premises without any manner or hindrance from Landlord or any persons lawfully claiming through
Landlord. Tenant shall not commit or suffer to be committed any waste upon all or any portion of the Premises or
any nuisance or other act or thing which may disturb the quiet enjoyment of any surrounding property owners.

1.4 Initial Rental Term. The term of this lease shall be for a period of Three years and 11 days commencing on
the Commencement Date October 20, 2003 and ending October 31, 2006. Three years and 11 days after such
date (the "Term"). If the Commencement Date is other than the 1st day of a calendar month, the 1st Lease Year
shall be the period of time from said Date to the end of the month in which said Date shall fall, plus the following
twelve (12) calendar months. Each Lease Year thereafter shall be a successive period of twelve (12) calendar
months.

1.5 Options to Renew. The Tenant will have Three (3) options to renew this lease on the same terms and
conditions with a 6% increase in rent at the beginning of each term. Each option shall be exercised by tenant no
later than 120 days prior to expiration of each term by notification in writing to the

           Landlord..

           Page 1 of 16                                                                          TENANT
           RaginRibs                                                                             LANDLORD
                                            LEASE AGREEMENT

Article 2. RENTS, DEPOSITS: October 20, 2003-October 3 1,2003 shall be rent free. Tenant shall have
insurance in place and pay own utility bills.

2.1 Rent. Tenant shall pay rent to Landlord during the term in monthly installments on the first of each month,
starting November 1,2003 in the amount of:


                                              Annual Rent Schedule

Monthly Sales Tax Total Monthly Annual Base Years 1,2 and 3 $3000.00 $210.00 $3210.00 $36000.00

A Security Deposit in the amount of $ 3210 shall be paid on execution of this lease. Tenant gives Landlord
permission to commingle these funds.

Should the commencement of the Term fall on a day other than the first of the month, then Tenant shall pay
minimum rent for the fractional month commencing on the first day of the Term and ending on the last day of the
month in which the Term commenced on a per diem basis. Tenant's obligation to pay rent and additional rent shall
commence on Novemberl,2003. Minimum Rent and all other sums due hereunder as rent shall be prorated to
account for partial months during the Term. Rent shall be payable without demand on the first day of each
calendar month to Jane Levin, 4326 S. Manhattan Ave., Tampa Florida 33611.

2.2 Annual Adjustment to Minimum Rent. NA

2.3 Additional Rent. Tenant shall pay as "Additional Rent"/maintenance all other sums and charges required to be
paid by Tenant pursuant to the terms of this Lease.

2.4 Past Due Rent. If the Tenant shall fail to pay within five (5) days after the same is due and payable, any
Minimum Rent, Additional Rent, Rent or any other amounts or charges provided for in this Lease, there shall
become due and payable, in addition, an amount equal to ten percent (5%) of the amount past due to cover the
Landlord's additional costs in handling delinquent charges. Lessor reserves the right to refuse acceptance of Rent
and late charges five (5) days after Lessor has served Lessee with written notice to Lessee to correct a default in
the payment of charges due hereunder.

2.5 Deposit. At the commencement of the term of this Lease, Lessee shall pay to Lessor a deposit equal to one
(1) months' Minimum Rent as security for the performance by Lessee of all the terms, covenants, and conditions
of this Lease. Landlord may commingle such funds and landlord will not owe Tenant any interest on such amount
when the applicable rental or charge is due.

Article 3. REAL ESTATE TAXES. Landlord shall be responsible for payment of Real Estate Taxes.

Page 2 of 16 TENANT RaginRibs LANDLORD
                                             LEASE AGREEMENT

                            Article 4. CONDUCT OF BUSINESS BY TENANT.

4.1 Use of Premises. Landlord gives Tenant the exclusive right to use the building as a restaurant and takeout..
Landlord warrants that, as of the date of lease execution, there will be no lease restrictions, operating covenants
or deed restrictions that would now or at any time in the future prohibit or restrict Tenant from conducting
business as a restaurant. Landlord will hold Tenant harmless against any legal action caused by private
restrictions, warrants and covenants. Tenant shall not suffer or permit all or any part of the Premises to be used
for any other business or purpose or by any other person without the prior written consent of Landlord.

4.2 Tenant Minimum Hours of Operation. Tenant shall be open a minimum of 5 days a week.

4.3 Governmental Regulation. Tenant, at its expense, shall comply with all federal, state and local laws,
ordinances, orders, rules, regulations, all agreements and covenants of public record pertaining to all or any
portion of the Premises now or hereafter in force, including without limitation, the Americans with Disabilities Act,
with respect to the Premises. Without limiting the foregoing, Tenant shall be required to affect any structural
repair, improvement, alteration or other change to the Premises and improvements thereon by reason of any such
laws, ordinances, rules, regulations, covenants or agreements, but only with Landlord's prior written approval.

Article 5. SECURITY. If Tenant defaults for any reason or vacates or abandons the premises for any reason
during the first three (3) years of the lease the Tenant will pay the sum of Ten Thousand dollars ($10,000) to the
Landlord for the FF&E, (furniture, fixtures and equipment), that the Landlord is selling to them, as referred to in
EXHIBIT A, THE BILL OF SALE.

                                 Article 6. MAINTENANCE OF PREMISES.

6.1 Maintenance by Tenant. Tenant shall at all times at Tenant's expense keep the Premises and all improvements
located thereon (including, without limitation, all glass, windows, floors, partitions, doors, fixtures, equipment and
appurtenances thereof, lighting, heating, plumbing fixtures and air conditioning equipment), in good order and
repair, and in a clean and sanitary condition, and shall make all necessary repairs, ordinary and extraordinary,
foreseen and unforeseen, including all necessary replacements, alterations, additions and betterments, using
material and equipment of like kind and quality to the original improvements not designated as Landlord's
obligation. Tenant shall be responsible for all repair and maintenance within and without the Premises, including
plate glass and/or replacement of 1-I VAC if necessary, with the exception that during the first three (3) years
repair of HVAC by tenant shall be limited to $200 per incident, provided that Tenant has taken out an annual
maintenance policy with a reputable air conditioning company. HYAC shall be delivered in good working order.
This policy will be required throughout all lease terms and a copy of same shall be delivered to Landlord. Tenant
will also be responsible for maintaining any landscaping.

6.2 Maintenance by Landlord. Landlord shall be responsible for maintaining the structure, roof and parking lot.
Landlord shall not be responsible for reasonable wear and tear or

           Page 3 of 16                                                                          TENANT
           RaginRibs                                                                             LANDLORD
                                              LEASE AGREEMENT

6.4 Delivery at Expiration. Upon the expiration of the tenancy hereby created, Tenant shall surrender the
Premises in the same condition as existing upon delivery of possession thereof under this Lease, reasonable wear
and tear excepted, including all equipment and FF& E owned by the Landlord, on the premises at the start of the
lease and available for use of the tenant, that shall be on an inventory list to be made a part of this lease as Exhibit
A and attached hereto, and shall surrender all keys for the Premises to Landlord at its place then fixed for the
payment of rent. Tenant shall remove all trade fixtures added by them, and any alterations or improvements
before surrendering the Premises as aforesaid and shall repair any damage to the Premises or building caused
thereby. Tenant's obligation to observe or perform this covenant shall survive the expiration or termination of the
Term of this Lease.

Article 7. FIXTURES, ALTERATIONS, REPLACEMENTS, IMPROVEMENTS. Tenant agrees that
Landlord and its agents may inspect the Premises at any reasonable time and that Landlord may make such
repairs or improvements to the Premises or any part of the Building that Landlord may deem desirable or
necessary which Tenant has not agreed herein to do or has failed to do. In the event of an emergency, Landlord
shall have the right to enter the Premises without Tenant's permission if Tenant is not immediately available.
Tenant further agrees that during ninety (90) days preceding the Term termination, Landlord or its agents shall
have the right to show the Premises to potential tenants, and to place various notices on the Premises offering the
Premises to such tenants,

7.1 Approval by Landlord. Tenant shall not, without the prior written approval of Landlord, not to be
unreasonably withheld, install or permit to be installed any fixture or improvement or make any alterations,
replacement or repair upon the Premises or building, including signs, electrical apparatus, or cutting or drilling into
any part of the Premises or building or securing any fixtures, apparatus or equipment of any kind to any part of
the Premises or building.Tenant shall present to Landlord plans and specifications for such work at the time
approval is sought, and when approval is granted, shall cause all work to be done according to said plans and
specifications, in compliance with all codes, ordinances, rules and regulations of any authority, and in a neat and
workmanlike manner. The cost of repair of any damage resulting from any approved work shall be borne by the
Tenant. All alterations, replacements and improvements permanently affixed to the Premises by Tenant shall
become the property of the Landlord upon termination of this Lease or any extension and shall remain on the
Premises in absence of a written agreement of the Landlord to the contrary. Upon expiration of this Lease, any
property belonging to the Tenant which the Tenant has failed to remove from the Premises shall become the
property of the Landlord if Landlord elects or Tenant shall be liable for the cost of removal thereof

7.2 Tenant Improvements. After completion of the Tenant's Work, Tenant may make non-structural
improvements, additions, alterations or changes to the interior of the Leased Premises, or any part thereof not in
excess of $~QQ~ with out the prior written consent of Landlord, which will not be unreasonably withheld,
Tenant shall not make structural alterations without the consent of Landlord, which consent shall be in Landlord's
sole and absolute discretion. Tenant agrees to indemnify and save harmless the Landlord from all liens, claims or
demands arising out of any work performed, materials furnished, or obligations incurred, by or for Tenant, upon
the Premises during the Term. Tenant shall promptly pay all contractor and

Page 4 of 16 TENANT RaginRibs LANDLORD
                                            LEASE AGREEMENT

materialmen working on the Premises on his account, so as to minimize the possibility of a lien attaching to any of
the Building, including the Premises. Should any such lien be made or filed, Tenant shall notify Landlord
immediately and bond against or discharge the same within 14 days after such lien is made or filed.Tenant's Work
and other Tenant improvements, additions, alterations or changes to the Premises shall be done in a good and
workmanlike manner and done strictly in accordance with the laws and ordinances related thereto and shall
comply with the Americans with Disabilities Act and Chapter 553, Florida Statutes, as each may be amended
from time to time. Tenant shall require any contractor performing work on the Premises to obtain and maintain, at
no expense to Landlord, in addition to worker's compensation insurance, as required by the state of Florida, all
risk builder's insurance, naming the Landlord as loss payee, in the amount of the replacement cost of the
applicable work (or such other amount reasonably required by Landlord) and commercial general liability
insurance on an occurrence basis with a minimum combined single limit of Three-hundred thousand dollars
($300,000) and such other insurance that is required by Landlord. Tenant shall further submit the names of all
contractors, sub-contractors, and other entities utilized for the work for Landlord's approval prior to
commencement of any work. In performing the work of any such alterations, additions or changes, Tenant shall
have the work performed in a manner that will not obstruct the access to the Property of any other tenant of
Landlord. Tenant, if not in default of this Lease, may remove any work made by Tenant pursuant to this section
upon the termination of this Lease provided Tenant repairs any damage caused by such removal.

7.3 Liens. The interest of Landlord in the Premises shall not be subject in any way to any liens, including
construction liens, for improvements to or other work performed with respect to the Premises by or on behalf of
Tenant. Tenant shall have no power or authority to create any lien or permit any lien to attach to the present
estate, reversion, or other estate of Landlord (or the interest of any ground lessor) in the Premises and all
mechanics, material men, contractors, artisans, and other parties contracting with Tenant or its representative or
privies with respect to the premises or any part of the Premises are hereby charged with notice that they must
look to the Tenant to secure payment of any bill for work done or material furnished or for any other purpose
during the term of the Lease. The foregoing provisions are made with express reference to Section 713.10,
Florida Statutes. Notwithstanding for the foregoing provisions, Tenant, at its expense, shall cause any lien filed
against the Premises for work or materials claimed to have been furnished to Tenant to be discharged of record
or properly transferred to a bond pursuant to Section 713.24, Florida Statues, within ten (10) days after notice
thereof to Tenant.

                                Article 8. INSURANCE AND INDEMNITY.

8.1 Liability Insurance. Tenant will keep in force at its own expense throughout the term of this Lease,
comprehensive public liability insurance with respect to the Premises and business operated by Tenant in such
companies and in such form as are acceptable to Landlord with minimum limits of One Million Dollars
($1,000,000.00), combined bodily injury and property damage liability.

Page 5 of 16 TENANT RaginRibs LANDLORD
                                             LEASE AGREEMENT

8.2 Casualty Insurance. Tenant shall keep in force at its own expense throughout the term of this Lease all risk
property insurance covering fire and extended coverage, vandalism and malicious mischief, sprinkler leakage, and
other perils of direct physical loss or damage insuring the improvements and betterments located on the Premises
and all appurtenances thereto for the full replacement value thereof.

8.3 Indemnity by Tenant. Tenant shall indemnify, save harmless and defend Landlord from and against any and all
suits, claims, actions, damages, liability and expense, including attorneys' fees arising from or out of the
occupancy or use by Tenant of the Premises or any part thereof, or occasioned wholly or in part by any act or
omission of Tenant, its officers, agents, servants, contractors, employees or invitees.

8.4 Employer's Liability Insurance. Tenant shall, throughout the term of this Lease, maintain such worker's
compensation or employer's liability insurance as may be required by law and shall indemnify and hold harmless
the Landlord against any loss, claim or demand of employees, agents, contractors and subcontractors of the
Tenant.

8.5 Certificate of Insurance. Tenant will have all policies required under this Lease endorsed to show the
LANDLORD as AN ADDITIONAL NAMED INSURED AND LOSS PAYEE with respect to occurrences
upon the Premises. Failure to provide such certificate to Landlord and to otherwise carry the required insurance
under this Lease in effect at all times shall be a default hereunder.

                              Article 9. ASSIGNMENT AND SUBLETTING.

The granting of this Lease to the Tenant by Landlord upon the terms and provisions set forth herein is strictly
personal to Tenant, and Tenant agrees that Tenant's financial credit, integrity, the manner of conducting business
on the Premises, and the relationship between the parties hereto, constitute material inducements to Landlord's
entering into and accepting this Lease. Therefore, this Lease and the obligations due thereunder may not be
assumed, sold, conveyed, transferred, sublet, assigned or otherwise disposed of, directly or indirectly, without the
prior written consent of Landlord, which may be withheld or given in its sole discretion. Consent by Landlord to
any assignment, subletting or other transfer shall not constitute a waiver of the necessity for such consent to any
subsequent assignment, subletting or transfer. Notwithstanding any assignment, sublease or other Tenant and all
guarantors of this Lease, if any, shall remain fully liable on their original Lease, and shall not be released from
performing any of the original terms, covenants and conditions of this Lease unless released in writing by the
Landlord. The enforceability of the rights of the Landlord as set forth herein are a condition precedent to the grant
of this Lease and Tenant acknowledges that Landlord would not enter into this Lease without these rights. Any
reference in this Lease to sub-tenants, licensees, heirs, executors, administrators, successors and assigns
notwithstanding, Tenant agrees not to assign this Lease or to sublet the whole or any part of the Premises, or to
permit any other person to occupy same or any part thereof without prior written consent of Landlord. Any
assignment or sub-letting, even with Landlord's consent, shall not relieve Tenant from liability for payment of Rent
or other sums; or from the obligation to keep and be bound by the agreements of this Lease. Notwithstanding
anything to the contrary in the previous paragraph, Tenant may assign this Lease to a qualified franchisee of
Ragin' Ribs or other similarly viable assignee with Landlord's

Page 6 of 16 TENANT RaginRibs LANDLORD
                                             LEASE AGREEMENT

written consent, not to be unreasonably withheld, which assignment shall release Tenant and Guarantors from all
duties and liabilities hereunder. The guaranty must be replaced by the new entity.

                              Article 10. EVENTS OF DEFAULT/REMEDIES.

10.1 Default. Tenant shall be deemed in default of its obligations under this Lease upon the occurrence of any of
the following:

a. Tenant's failure to pay Rent upon the date that such sums are due and owing after five (5) days written notice'

b. Tenant's failure to perform any other covenant, promise, or obligation of this Lease, other than the payment of
Rent, for a period of more than fifteen (15) days after written notice thereof by Landlord to Tenant, except that
this fifteen (15) day period shall be extended for a reasonable period of time if the alleged default is not
reasonably capable of cure within said fifteen (15) day period and Tenant proceeds to diligently cure the default
and the default does not unreasonably interfere with or disturb other tenants of the Building;

c. The bankruptcy of, or appointment of a receiver or trustee for, Tenant under the Bankruptcy Code, 11
U.S.C., Section 101 et seq ("Bankruptcy Code"). Tenant covenants and agrees that if, at any time, Tenant
becomes a debtor under the Bankruptcy Code or is adjudged bankrupt or insolvent under the laws of any state,
or makes a general assignment for the benefit of creditors, or if a receiver of Tenant's property in the Premises is
appointed and shall not be discharged within thirty (30) days of such appointment, then Landlord may, at its
option, declare this Lease terminated and shall forthwith be entitled to immediate possession of the Premises
except that if any such proceedings are pursuant to the Bankruptcy Code, then Landlord shall be entitled to all
rights and remedies accorded landlords, including without limitation those set forth in said Bankruptcy Code.

d. Tenant or any guarantor of Tenant's obligations under this Lease voluntarily petitions for relief under, or
otherwise seeks the benefit of, any bankruptcy, reorganization, or insolvency law;

e. The sale of Tenant's interest under this Lease by execution or other legal process;

f. Tenant's abandonment of the Premises during the term of this Lease;

g. Tenant's vacating or closing the Premises during the term of this Lease;

h. The seizure, sequestration or impounding by virtue or under authority of any legal proceeding of any of the
personal property or fixtures of Tenant used in or incident to the operation of the Premises;

i. Tenant's making an assignment of this Lease for the benefit

           of creditors;

           Page 7 of 16                                                                          TENANT
           RaginRibs                                                                             LANDLORD
                                             LEASE AGREEMENT

j. Any sale, transfer, assignment, subleasing, concession, license, or other disposition prohibited under Article 9
hereof; or

k. Tenant shall do or permit to be done anything that creates a lien upon the Premises and shall fail to obtain the
release of any such lien or to transfer the lien to bond as required herein.

10.2 Remedies. In the event of any default hereunder, Landlord, in addition to all other remedies that Landlord
may have at law or in equity, shall be entitled to exercise any one or more of the following remedies:

a. Terminate Tenant's right to possession under this Lease and re-enter and take possession of the Premises,
remove Tenant's personal property therefrom and store the same at Tenant's expense, and relet or attempt to
relet the Premises at such rental and upon such terms and conditions as Landlord may, in its sole discretion, deem
best under the circumstances. Landlord shall not be deemed to have thereby accepted a surrender of the
Premises and Tenant shall remain liable for all Rent due under this Lease and for all damages suffered by
Landlord because of Tenant's breach of this Lease. At anytime during such repossession or reletting, Landlord
may, by delivering written notice to Tenant, elect to exercise its option under the following subparagraph to
accept a surrender of the Premises, terminate or cancel this Lease and retake possession and occupancy of the
Premises on behalf of Landlord.

b. Declare this Lease to be terminated and re-enter upon and take possession of the Premises without notice to
Tenant, whereupon the term hereby granted and all right, title and interest of Tenant in the Premises shall
terminate. Such termination shall be without prejudice to Landlord's right to collect from Tenant any Rent that
may have accrued prior to such termination, together with all damages suffered by Landlord because of Tenant's
breach of this Lease.

c. Declare all Rent due and to become due under this Lease to be immediately due and payable. Should Tenant
fail to pay any such Rents or other monetary obligations when due, then interest shall accrue from five (5) days
after the due date at the rate of eighteen percent (18%) per annum, but not greater than the maximum rate
permitted by law, together with any other charges allowed under this Lease to cover Landlord's extra expense
involved in collecting such delinquency. All rights and remedies of Landlord specified herein are cumulative and
none shall exclude any other rights or remedies allowed by law or equity,

10.3 Force Majeure, Destruction of Premises. If either Party shall be delayed or prevented from the performance
of any act required by this Lease by reason of strikes, utility failures, restrictive laws, riots, acts of God or other
similar reasons not the fault of the non-performing Party, then the performance time for such act shall be extended
for a period equivalent to the period of such delay. The provisions of this Paragraph shall not operate to excuse
Tenant from prompt payment of Rent or other charges hereunder. If the

           Premises s shall be

           Page 8 of 16                                                                           TENANT
           RaginRibs                                                                              LANDLORD
                                             LEASE AGREEMENT

totally or partially damaged by fire or other casualty, Tenant shall immediately undertake to repair the Premises to
substantially the same condition as existed prior to such casualty, and the Rent shall not be abated; however, if
the Premises are substantially or totally destroyed by fire or other casualty, Landlord shall have the option of
terminating this Lease upon thirty (30) days prior written notice to Tenant, whereupon Landlord shall be entitled
to all insurance proceeds payable as a result of such casualty. Landlord shall not liable for any inconvenience or
interruption of business of Tenant occasioned by fire or other casualty.

            Article 11. SURRENDER OF PREMISES, HOLDING OVER, SUCCESSORS.

11.1 Surrender. Tenant agrees to deliver up and surrender to Landlord possession of the Premises upon
termination of this Lease, in as good condition and repair as the same shall be at the Term commencement or may
have been put by Landlord during the continuance thereof; ordinary wear and tear excepted. Nothing herein shall
be construed as relieving Tenant of any of its maintenance, repair or replacement obligations under this Lease.

11.2 Holding Over. In the event Tenant remains in possession of all or any part of the Premises after the
expiration of the Term or fails to completely remove its personal property, then Tenant shall be deemed to be
occupying the Premises as a tenant from month to month at a monthly rental equal to twice the sum of (i) the
monthly installment of Minimum Rent payable during the last month of the term or any extension or renewal that
was in effect, and (ii) one-twelfth (1/12) of all items of Additional Rent or other charges payable or paid during
the last Lease Year. Such continued occupancy shall not defeat Landlord's rights to regain possession of the
Premises.

11.3 Successors. All rights and liabilities herein given to or imposed upon, the parties hereto shall insure to the
benefit of and be binding upon their respective heirs, executors, administrators, successors and assigns, and if
there shall be more than one Tenant, they shall all be bound jointly and severally by the terms, covenants and
agreements herein. No rights, however, shall inure to the benefit of any assignee of Tenant unless the assignment
to such assignee has been approved by Landlord in writing as provided elsewhere in this Lease.

                                        Article 12. CONDEMNATION.

If the whole of the Premises or such a portion thereof as will make the Premises unusable for the purpose leased,
as determined by Landlord, be condemned or taken in any manner for public use, then in either event the term
hereby granted shall cease and come to an end as of the date of the vesting of title in such public authority.
Landlord shall be entitled to the entire award for such taking except for any separate claim of the Tenant for
injury, damage or destruction of Tenant's business accomplished by such taking. If a portion of the Premises is
condemned or taken and this Lease is not terminated as aforesaid, this Lease will not be terminated and shall
continue without any abatement of Rent. In no event shall Landlord be liable to Tenant for any business
interruption, diminution in use or for any value of any unexpired term of this Lease.

Page 9 of 16 TENANT RaginRibs LANDLORD
                                             LEASE AGREEMENT

                                       Article 13. Hazardous Substances

The term "Hazardous Substances", as used in this Lease, shall include, without limitation, flammables, explosives,
radioactive materials, asbestos, polychlorinated biphenyls (PCB's), chemicals known to cause cancer or
reproductive toxicity, pollutants, contaminants, hazardous wastes, toxic substances or related materials,
petroleum and petroleum products and substances declared to be hazardous or toxic under any law or regulation
now or hereafter enacted or promulgated by any government authority. Tenant shall not cause or permit any
Hazardous Substance to be used, stored, generated, or disposed of on, in or about the Premises in violation of
any law, rule or regulation. If any Hazardous Substance is used, stored, generated, or disposed of; or has been
used, stored, generated or disposed of after the Possession Date on, in, or about the Premises, or if the Premises
become contaminated in any manner, Tenant shall indemnify, defend and hold harmless Landlord from any and all
claims, demands, actions, damages, fines, judgments, penalties, costs (including attorneys', consultants', and
experts' fees), liabilities, losses (including without limitation, any decrease in value of the Premises, damages due
to loss or restriction of rentable or usable space, or any damages due to adverse impact on marketing of
Premises), and expenses arising during or after the term of this Lease, arising as a result of such contamination.
Tenant's sole cost and expense, cure all matters reported therein. Furthermore, Tenant shall provide to Landlord
such additional information as Landlord may request regarding matters covered by any Periodic Audit or the
Termination Audit. The provisions of this entire Article shall survive the expiration or earlier termination of this
Lease.

                                           Article 14. RADON GAS.

The following notification is provided pursuant to Section 404.056(5), Florida Statutes: "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."

                                            Article 15. GUARANTY.

The undersigned Guarantors, jointly and severally, unconditionally guarantee to Landlord that all sums stated in
this Lease to be payable by Tenant will be promptly paid as due and payable in accordance with the provisions
thereof; and that Tenant will perform and observe each and every covenant, agreement, term and condition in this
Lease to be performed or observed by Tenant. The Guaranty shall be irrevocable, and in all events shall be
unconditional and absolute, and if for any reason any such sums, or any part thereof; shall not be paid promptly
when due, Guarantors will immediately pay the same to Landlord pursuant to and in accordance with the
provisions of this Lease regardless of any defenses or rights of set-off or counterclaim which Tenant may have or
assert, regardless of whether Landlord shall have taken any steps to enforce any rights against Tenant or any
other person to collect such sum, or any part thereof; and regardless of any other condition or contingency.
Guarantors also agree to pay to Landlord such further amount as shall be sufficient to cover the cost and expense
of collecting such sums, or part thereof; or of otherwise enforcing this Guaranty, including,

                       in any case

           Page 10 of 16                                                                        TENANT
           RaginRibs                                                                            LANDLORD
                                             LEASE AGREEMENT

reasonable compensation to its attorneys for all services rendered in that connection. Upon Tenant's failure to
perform or observe any covenant, agreement, term or condition in this Lease to be performed or observed by
Tenant, Guarantors will promptly perform and observe the same or cause the same promptly to be performed or
observed. This Guaranty expressly extends through all renewal periods.

                                        Article 16. MISCELLANEOUS.

16.1 Waiver. The waiver by Landlord of any breach of any term, covenant or condition herein contained shall not
be deemed to be a waiver of such term, covenant or condition or any subsequent breach of the same or any
other term, covenant or condition herein contained. The subsequent acceptance of rent hereunder by Landlord
shall not be deemed to be a waiver of any previous breach by Tenant of any term, covenant, or condition of this
Lease, other than the failure of the Tenant to pay the particular rental so accepted, whether or not Landlord had
knowledge of such previous breach at the time of acceptance of such rent. No covenant, term or condition of this
Lease shall be deemed to have been waived by Landlord, unless Landlord waives the same in writing.

16.2 Entire Agreement. This Lease and any incorporated attachments contain all the agreements between the
Parties and cannot be modified in any manner other than by agreement signed by the Parties. The agreements
herein shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors and assigns
of the Parties. Each agreement, term and provision of this Lease shall be construed to be a promise, covenant
and condition. If Tenant is a corporation, partnership or other entity, the person(s) signing this Lease on behalf of
such entity hereby warrants that he has full authority from such entity to sign this Lease and obligate the entity
hereunder, and the said person(s) and the entity shall be jointly and severally liable for all rent and any and all
other amounts that may be due and owing to Landlord under the terms of this Lease, including attorneys' fees and
costs. This Lease and the Exhibits attached hereto and forming a part hereof set forth all the covenants, promises,
agreements, conditions and understandings between Landlord and Tenant concerning the Premises and there are
no covenants, promises, agreements, conditions or understandings, either oral or written, between them other
than are herein set forth. Except as herein otherwise provided, no subsequent alteration, amendment, change or
addition to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed by them.

16.3 Notices. Any bill, statement, notice, communication or payment which Landlord or Tenant may desire or be
required to give to the other party shall be in writing and shall be sent to the other party by 24-hour guaranteed
courier or by registered or certified mail to the address specified in the first paragraph of this Lease, or to such
other address as either party shall have designated to the other by like notice, and the time of the rendition of such
shall be when same is deposited in an official United States Post Office, postage prepaid or with said courier.

16.4 Landlord's Liability. Notwithstanding anything to the contrary contained in this Lease, in the event of any
default or breach by Landlord with respect to any of the terms, covenants or conditions of this Lease to be
observed, honored or performed by Landlord, Tenant

           Page 11 of 16                                                                         TENANT
           RaginRibs                                                                             LANDLORD
                                             LEASE AGREEMENT

shall look solely to Landlord's ownership interest in the Premises for the collection of any judgment (or any other
judicial procedures requiring the payment of money by Landlord) and no other property or assets of Landlord
shall be subject to levy, execution or other procedures for satisfaction of Tenant's remedies.

16.5 Broker. NO BROKER Except as specifically identified in this Section, Landlord and Tennant each
represent to the other that they have not dealt, directly or indirectly, in connection with the leasing of the
Premises, with any broker or person entitled to claim a commission or leasing fees. Landlord and Tennant each
shall indemnify and hold each other harmless from any loss, liability, damage, or expenses (including without
limitation reasonable attorneys' fees) arising from any claim for a commission or leasing fee arising out of this
transaction made by any unidentified broker or other person with whom such party has dealt.

16.6 Consent Not Unreasonably Withheld. Except as otherwise specifically provided, whenever consent or
approval of Landlord or Tenant is required under the terms of this Lease, such consent or approval shall not be
unreasonably withheld or delayed. Tenants sole remedy if Landlord unreasonably withholds or delays consent or
approval shall be an action for specific performance, and Landlord shall not be liable for damages. If either party
withholds any consent or approval, such party shall on written request deliver to the other party a written
statement giving the reasons therefor.

16.7 Parties. Nothing in this Lease shall be deemed or construed so as to create the relationship of principal and
agent, partnership, joint venture or of any association between the Parties, it being agreed that neither the
computation of Rent nor any other Lease provision nor any act of the Parties shall be deemed to create any
relationship between the Parties other than that of Landlord and Tenant. The words "Landlord" and "Tenant" shall
mean each Party named as the Landlord or Tenant in Section 1.0 and if there shall be more than one, any notice
required or permitted by this Lease may be given by or to anyone thereof; and shall have the same force and
effect as if given by or to all thereof. The use of the neuter singular pronoun to refer to either Party shall be
deemed a proper reference even though such Party may be an individual, partnership, corporation, trust, or a
group of two or more of any of the same. The necessary grammatical changes required to make the provisions of
this Lease apply in the plural tense where there is more than one, as aforesaid, and to either corporations,
partnerships, individuals, trustees, males or females, shall, in all instances, be assumed as though in each case fully
expressed.

16.8 Applicable Law. This Lease shall be construed by and controlled under the laws of the State of Florida.
Exclusive venue for any action related to this Lease shall be in and for the state courts located in Hillsborough
County, Florida.

16.9 Construction of Lease. Landlord and Tenant acknowledge that each party and its counsel have reviewed
and negotiated this Lease and that the rule of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Lease or in any amendments,
modifications or exhibits hereto.

Page 12 of 16 TENANT RaginRibs LANDLORD
                                             LEASE AGREEMENT

16.10 Section and Paragraph Numbers and Captions. The section and paragraph numbers and captions
contained herein are for convenience only and are not a part of this Lease.

16.11 Time Is of the Essence. Time is of the essence with respect to all of the obligations of Tenant under this
Lease.

16.12 Jury Waiver, Counterclaims. Tenant waives the right to trial by jury in any action, proceeding or
counterclaim involving any matter whatsoever arising out of or in any way connected with this Lease, the
relationship of Landlord and Tenant, Tenants use or occupancy of the Premises or involving the right to any
statutory relief or remedy. Tenant hereby waives the right to interpose any counterclaim of any nature in any
summary proceeding or action instituted by Landlord against Tenant or in any action instituted by Landlord for
unpaid rent or additional rent under this Lease. THE WAIVERS SET FORTH IN THIS SECTION ARE
MADE KNOWLINGLY, INTENTIONALLY AND VOLUNTARILY BY TENANT. TENANT FURTHER
ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED (OR HAS FIAD THE OPPORTUNITY TO
BE REPRESENTED) IN THE SIGNING OF THIS LEASE AND IN THE MAKING OF THIS WAIVER
BY INDEPENDENT COUNSEL, SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD
THE OPPORTUNITY TO DISCUSS THESE WAIVERS WITH COUNSEL. THIS PROVISION IS A
MATERIAL INDUCEMENT TO LANDLORD IN AGREEING TO ENTER INTO THIS LEASE.

16.13 Attorneys' Fees. Should Tenant cause Landlord to incur legal fees to enforce any of the provisions of this
Lease or reply to letters or other communications from Tenants attorney, Tenant shall reimburse Landlord for
such attorneys' fees within three (3) days of receipt of demand from Landlord requesting such reimbursement.
Landlord may collect such legal fees from the Tenant's security deposit and Tenant shall replenish the security
deposit to its prior amount. In connection with any suit collection activity, suit, action, or other proceeding,
including arbitration or bankruptcy, arising out of or in any manner relating to this Lease, the prevailing party shall
be entitled to recover reasonable attorneys' fees. All references in this Lease to attorneys' fees shall be deemed to
include all legal assistants' and paralegals' fees and shall include all fees incurred through all post-judgment and
appellate levels and in connection with bankruptcy proceedings.

16. 14 Confidentiality: Tenant shall not disclose the terms of this Lease to any third party without the Landlord's
prior written consent.

16.15 Landlord hereby agrees to indemnify Tenant against any and all claims arising prior to this date as signed
below.

16.16 IN WITNESS WHEREOF, Landlord and Tenant have executed this document as of the date
hereinabove written, each acknowledging receipt of an executed copy hereof.

Page 13 of 16 TENANT RaginRibs LANDLORD
                                 LEASE AGREEMENT

         WITNESSES:                           LANDLORD:
                                              JANE LEVIN
         Name: Natalie TeSelle

         Name: Kris Hornplaid                 By: /s/ Jane Levin
                                              Name: Jane Levin
                                              Title: Landlord
                                              Date: 10/20/03

         WITNESSES:                           TENANT:
                                              HENDERSON ONE GROUP, INC. DBA
                                              RAGIN' RIBS
         Name: Natalie TeSelle

         Name: Kris Hornplaid                 By: /s/ James Cheatham
                                              Name: James Cheatham
                                              Title President
                                              Date: 10/20/03




Page 14 of 16 TENANT RaginRibs LANDLORD
                                    GUARANTORS

         WITNESSES:                              GUARANTORS

         Name: Natalie TeSelle                   Name James Cheatham

         Date: 10/20/03                          Title: President

                                                 Date: 10/20/03


         Name:                                   Name

         Date:                                   Title:

                                                 Date




Page 15 of 16 TENANT RaginRibs LANDLORD
                                                BILL OF SALE

Received from, HENDERSON ONE GROUP, INC, DBA RAGIN' Ribs (hereafter referred to as "TENANT"),
the sum of Ten dollars ($10) Dollars, as consideration, the sum of which is hereby acknowledged by JANE
LEVIN, the Owner of the Premises, (hereafter referred to as "LANDLORD") as having been paid for all of the
FF&E Furniture, fixtures and equipment currently on the premises.

2. If Tenant defaults for any reason or vacates or abandons the premises for any reason during the first three (3)
years of the lease the Tenant will pay the sum of Ten Thousand dollars ($10,000) to the Landlord for the FF&E
(furniture, fixtures and equipment)

The undersigned Tenant hereby acknowledged that he has thoroughly read and approved each of the provisions
contained in this BILL OF SALE, agrees to the terms and conditions specified, and has received a copy.

                        Tenant- HENDERSON ONE GROUP, INC Date 10/20/03

By: James Cheatham, President

                                                ACCEPTANCE

Landlord acknowledges that he has read and understands the provisions of this Agreement, agrees to the terms
and conditions specified, and acknowledges receipt of a copy and the consideration amount.

Landlord - Jane Levin Date 10/20/03
Exhibit 10.12

                                   RAGIN' RIBS FRANCHISE CORP.
                                  AREA DEVELOPMENT AGREEMENT

THIS AGREEMENT made as of November 3, 2003 by and between Ragin Ribs Franchise, Corp., the
("Licensor"), a Florida corporation and Ragin' Ribs Canada, Inc., a Canadian corporation, the ("Sub-Licensor").

                                              DEFINED TERMS

"Exclusive Area" is the geographic area in which the Sub-Licensor has been granted rights as described herein.

"RAGIN' RIBS(SM) System" or "System" means the unique concept, processes, and procedures the Licensor
has developed and further defined in the Licensor's confidential operating manual(s).

"Territory Licenses" means the license agreement granting an exclusive geographic territory that can support at
least five (5) RAGIN' RIBS(SM) restaurants.

"Store Franchise" is one RAGIN' RIBS(SM) restaurant operating under a Franchise Agreement.

"Trademarks", "Marks", "Service Marks" are those images, logo's, names, etc. that the Licensor has filed and
registered with related government trademark offices.

"Development Strategy" is the strategy the Licensor is using to sell and service its RAGIN' RIBS(SM) System as
described in Exhibit A attached hereto.

                                                  RECITALS

WHEREAS, Licensor, at a substantial expenditure of time, effort and money, has developed and perfected a
system of providing a unique restaurant service concept called "home meal replacement" serving the consumer
public utilizing the " RAGIN' RIBS(SM) " System, domain and service mark and any other service marks held in
conjunction with the RAGIN' RIBS(SM) name collectively hereinafter referred to as "RAGIN' RIBS(SM)".
AND WHEREAS, the Licensor is developing the RAGIN' RIBS(SM) System in the United States of America
through sale of Territory Licenses whereby each Territory License is required to open a minimum of five (5) store
locations within its territory in a prescribed period of time, hereinafter referred to as the "Development Strategy"
and is described in Exhibit A.

AND WHEREAS, Sub-Licensor acknowledges Licensor's sole and exclusive ownership of any rights to
Licensor's current and future domain names, trade names, trademarks and service marks to all current and future
related practices, procedures, methods, devices, techniques and systems.

AND WHEREAS, it is the Licensor's desire to grant this Area Development Agreement to the Sub-Licensor for
the development and sale of Territory Licenses and Unit Franchises to operators of the Ragin Ribs System within
said Exclusive Area.

AND WHEREAS, the Sub-Licensor desires to acquire Exclusive Area rights for the development and sale of
Territory Licenses and Unit Franchises to operators of the Ragin Ribs System within said Exclusive Area under
the terms and conditions described herein.

NOW THEREFORE, in consideration of the premises and the mutual agreements hereinafter contained, the
parties hereto agree as follows:

1. GRANT OF EXCLUSIVE AREA. The Licensor hereby grants the rights to Sub-Licensor the Exclusive Area,
operating rights and use of the System and the Marks in connection with the RAGIN' RIBS(SM) System in the
territory granted and the Sub-Licensor hereby accepts such rights, upon the terms and subject to conditions
herein set forth in this agreement for the Exclusive Area as described as follows:

a) The Country of Canada.

2. GRANT TO SELL TERRITORY LICENSES. The Licensor further grants the right to Sub-Licensor to sell
Territory Licenses within his Exclusive Area. The Sub-Licensor agrees to comply with the Licensor's
Development Strategy, which may be changed from time to time by the Licensor. Approval for one store only
sites shall require special approval by Licensor. All Territory Licenses and Unit Franchises must require final
written approval and acceptance by the Licensor. Licensor's approval shall not be arbitrarily withheld and this
approval shall be granted if the applicant Territory License or Store Franchise complies with the specific written
requirements in effect at the time of application. Each Territory License must be obligated to open the first store
within the first six (6) months from date of execution of the Territory License and open a store every six (6)
months thereafter until minimum total is completed in order to retain the exclusive territory rights for any particular
Territory License.

                                                           2
3. * "TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED."

4. TERRITORY LICENSE FEES, STORE FRANCHISE FEES AND ROYALTIES. The Sub-licensor agrees
to the schedule of fees payable from Territory Licenses and Store Franchise Fees as described in Exhibit C. All
fees are to be paid directly to the Sub-licensor. Sub-licensor will pay to Licensor Fifty percent (50.0%) of all
royalties received by Sub-licensor from Territory License and Store Franchises within the Exclusive Area and
these payments to the Licensor shall be paid within five (5) business days of receipt by the Sub-licensor. Sub-
Licensor agrees to the procedures regarding the sale of Territory Licenses and Store Franchises as described in
Exhibit D attached hereto. These procedures may be changed from time to time, in writing, by mutual consent of
the Licensor and Sub-licensor.

5. SALE OF LICENSOR RETAIL PRODUCTS. Licensor owns and produces, under its private label RAGIN'
RIBS(SM), proprietary products that may from time to time be sold to consumers through normal distribution
channels such as, without limitation, wholesalers, retailers, Internet, TV shopping. Whenever sales of said
proprietary products are made by Licensor or its affiliate(s) within the Exclusive Area, Licensor shall provide a
monthly accounting of such sales to Sub-licensor and shall pay to Sub-licensor fifty percent (50.0%) of net profits
derived from said sales. Net Profits are defined as gross sales less any sales tax, product costs, packaging costs,
handling costs, shipping costs, advertising and marketing expenses, selling commissions, labor and benefits,
allocation for all other operating expenses not exceed 10.0% of gross sales, and allocation of overhead expenses
not to exceed 5.0% of gross sales.

6. COMPLIANCE TO LICENSOR'S AGREEMENTS. Sub-licensor will use the standard Territory License
Agreement, attached as an Exhibit to the Licensor's Franchise Offering Circular (the "UFOC"), and the standard
Store Franchise Agreements, attached as an Exhibit to the UFOC. Licensor may change or modify these
agreements at any time and Sub-licensor agrees to changes or modifications.

                                                        3
7. PERFORMANCE. The Sub-licensor agrees to sell the RAGIN' RIBS(SM) System, utilizing the Company's
Development Strategy, Territory Licenses, to include Store Franchise Agreements, in the geographic area in the
numbers, States, and timing as described in Exhibit E attached hereto.

8. SUB-LICENSOR'S COMMITMENT TO SALES AND SERVICE. Sub-licensor agrees that it will provide
the necessary organization, at its cost, to properly market and sell Territory Licenses and Store Franchises in the
Exclusive Area. Sub-licensor further agrees that it will provide the necessary organization to service the Territory
Licenses and Store Franchises in the Exclusive Area. The Sub-licensor agrees to comply with and promote the
standards of the Licensor.

9. TRAINING CENTER. Sub-licensor agrees to open, at its cost, a corporate store and training center in
Ontario, Canada no later than June 30, 2004. The Sub-licensor corporate store and training center will be
available to Licensor and other licensees and franchisees outside of Sub-licensor's territory for purposes of selling
Territory Licenses at no cost to Licensor. The Sub-licensor corporate store and training center will be available
to Licensor and other licensees and franchisees outside of Sub-licensor's territory for purposes of training at a
cost to be established by Sub-licensor from time to time and to be reasonable. All fees to be payable in advance
of training services.

10. ADVERTISING & PROMOTION. The Sub-licensor will advertise and promote the sale of the System to
potential territory licensee's in the Sub-Licensor Exclusive Area. From time to time, the Licensor and the Sub-
licensor may co-venture on advertising, trade shows, (etc.) at a shared cost of 50/50, however, such co-venture
will be first approved in writing by both parties.

11. LEAD GENERATION BY LICENSOR. The Licensor may, at its own cost, generate potential leads for
territory licensee's and/or store franchises. The Licensor will provide said leads to Sub-licensor within his
Exclusive Area at no cost to the Sub-licensor.

12. LIMITATIONS ON USE. The System and the Marks shall be used by the Sub-Licensor only in connection
with the RAGIN' RIBS(SM) System and products relating thereto and in accordance with such reasonable
limitations or restrictions as may be prescribed from time to time by Licensor. The Sub-Licensor shall not use the
System or the Marks for any other purpose or in any other manner without the express authorization of Licensor.
With the

                                                         4
exception of the Exclusive Area, the Sub-Licensor acknowledges that the License is non-exclusive and the
Licensor may at any time use the System or any of the Marks or license the use of the System or any of the
Marks to any other persons or entities for any purpose whatsoever.

Licensor agrees that, during the term of this License, Licensor will not directly or indirectly, allow a RAGIN'
RIBS(SM) System to be operated other than by the Licensee within the territory granted in paragraph l.

13. PROPRIETARY NOTICES AND REGISTRATION. The Sub-Licensor agrees to use in conjunction with
the System or the Marks all notices or symbols of ownership and registration as Licensor may specify from time
to time. Licensor shall have the sole right, but not the obligation, to apply for, maintain or renew trademark or
service mark registrations for any of the Marks anywhere in the world. In further consideration of Licensor's grant
of the License, the Sub-Licensor agrees to cooperate fully with Licensor in obtaining or maintaining any such
registrations.

14. OWNERSHIP RIGHTS. The Sub-Licensor agrees and acknowledges that Licensor is the sole owner of the
System and Marks and the Sub-Licensor shall not create in the License, nor shall the License be construed as
assigning to the Sub-Licensor, any ownership interest or legal or equitable title in or to any of the System or the
Marks. All goodwill associated with the System and the Marks arising from the Sub-Licensor's use of the System
and the Marks shall inure solely to the benefit of Licensor and not to that of the Sub- Licensor. The Sub-Licensor
shall take no action at any time that would have the effect of contesting or challenging the validity of Licensor's
ownership of, or legal title in or to, the System or any of the Marks or any registration of any of the Marks.

15. CONFIDENTIALITY. The Sub-Licensor agrees that all disclosures and communications of the System and
the Marks made by Licensor to the Sub-Licensor, and not available to the general public or otherwise available
to the Sub-Licensor through means not involving a breach of obligations of confidentiality, shall be kept
confidential and the Sub-Licensor shall not disclose any information to any persons or entities, except as provided
in this Agreement.

16. DEFENSE OF THE MARKS AND INFRINGEMENTS. Licensor shall have absolute control of any claim
or litigation involving allegations of infringement of the Marks by third parties. If Sub-Licensor learns of any use
by any third party of a trade name, trademark, service mark, logo or any other emblem confusingly similar to the
Marks, Sub-Licensor shall promptly notify Licensor. The Sub-Licensor agrees to promptly notify Licensor of any
potential, threatened or actual claim or action against the Sub-Licensor or Licensor involving any of the Marks of
which

                                                         5
the Sub-Licensor becomes aware. The Sub-Licensor agrees to cooperate fully with Licensor in protecting,
enforcing and defending Licensor's rights in any of the Marks. If requested by Licensor, Sub-Licensor shall join
with Licensor in such litigation as, in Licensor's sole discretion and at the cost of the Licensor, Licensor may
deem advisable for the protection of Sub-Licensor's or Licensor's rights. Sub-Licensor shall not take any action
with respect to the Marks, which is substantially adversarial in nature or not otherwise explicitly permitted under
this Agreement without Licensor's express prior written approval.

17. SUPERVISION AND QUALITY CONTROL. The Sub-Licensor shall ensure that licensees in his
Exclusive Area shall provide services and produce and distribute products pursuant to the License granted
hereunder of high quality in accordance will all applicable laws and regulations. The use by the licensee of the
System and Marks shall be of a high standard that shall not reflect in any material adverse manner upon the good
name of Licensor, the System or the Marks.

18. ADDITIONAL AGREEMENTS OF THE SUB-LICENSOR. The Sub-Licensor agrees that, at all times
during the term of this Agreement, it shall:

a) Ensure that all products sold by the licensee hereunder is of high quality and substantially conforms to the
method of service, quality, packaging and other characteristics specified by Licensor;

b) Maintain or cause to be maintained all literature, brochures, appearance of employees, etc. in a first-class
condition as to present high quality standards and reputation for the System and prescribed from time to time by
Licensor.

c) Substantially comply will all applicable laws, ordinances, regulations, rules and other requirements of all
applicable governmental authorities in connection with licensed activities of the licensee, and

d) Permit Licensor at any and all reasonable times, without prior notification, to inspect the System, evaluate any
and all operations of the system; interview and meet with any and all employees and agents of the Licensee in
order to assure itself that the provisions of this Agreement are being observed and maintained. Licensee agrees to
correct any irregularities as requested, in writing, by Licensor as a result of inspection within a reasonable time as
agreed.

                                                          6
19. TERM AND TERMINATION. This Area Development Agreement shall be effective so long as the Sub-
Licensor operates the RAGIN' RIBS(SM) System except that this License may be terminated according to the
provisions of this paragraph, and except that this Territory License may be terminated at anytime by mutual
agreement of Licensor and the Sub-Licensor with no refund of paid territory fee and or:

a) The License shall terminate automatically immediately after to the occurrence of any of the following: (i) The
Sub-Licensor's attempt to assign or sublicense, without prior written consent of Licensor, any of its rights or
obligations under the License of this Agreement; (ii) The Sub-Licensor becoming insolvent; (iii) The Sub-Licensor
making a general assignment for the benefit of creditors or suffering or permitting the appointment of a receiver
for its business or assets; (iv) The Sub-Licensor filing a voluntary petition of bankruptcy or becoming subject to
any proceedings under any bankruptcy or insolvency law, or; (v) The Sub-Licensor or any government authority
taking any action toward suspending or winding up the business of the Sub- Licensor, dissolving the Sub-
Licensor, or liquidating or distributing substantially all of the assets of the Sub- Licensor.

b) If the Sub-licensor fails to meet its obligations as defined in this agreement, except paragraph 7, Exhibit E, and
Paragraph 19 a), then the Licensor at its sole discretion may find the Sub-licensor in default of the License.
Failure to remedy such default within Thirty (30) days after written notice or demand by the Licensor, the License
shall terminate automatically.

c) If the Sub-licensor fails to meet its performance as described in paragraph 7 and Exhibit E, then the Licensor
at its sole discretion may find the Sub-licensor in default of its Exclusive Area in which the Sub-licensor has not
met its performance obligations. Failure to remedy such default within Ninety (90) days after receiving written
notice or demand by the Licensor, the portion of the Exclusive Area that is in default will automatically revert
back to the Licensor so the Licensor may sell that portion of the Exclusive Area to another party.

20. RIGHTS AND DUTIES UPON TERMINATION. Upon termination of the License for any reason, all of
the Sub-Licensor's right to use the System and the Marks shall end and the Sub-Licensor shall take immediate
action to cease and refrain from all further use of the System and the Marks; and, the Sub-Licensor shall take
such actions as are necessary to change its name, and any filings for its name or an assumed or fictitious name, to
a name other than one that includes any one or more of the Marks.

                                                         7
21. ASSIGNMENT. Licensor may assign this Agreement at any time; provided, however, that in the event of
such assignment, the assignee or other designee of Licensor shall assume all obligations of Licensor and the Sub-
Licensor's rights hereunder shall remain in full force and effect. The Sub-Licensor shall not assign its rights or
delegate its duties hereunder without the prior written consent of Licensor.

22. INDEMNIFICATION.

a) By Sub-Licensor. Sub-Licensor agrees to indemnify, defend and hold harmless the Licensor, its affiliates and
its respective shareholders, directors, officers, employees, agents, successors, and assignees (the "Indemnified
Parties") against and to reimburse any one or more of the Indemnified Parties for all claims, obligations and
damages described in this Section, any and all taxes described in this Agreement and any and all claims and
liabilities directly or indirectly arising out of the operation of the business )even if the Sub-Licensor's negligence is
alleged) or its breach of this Agreement. Sub-Licensor has the right to defend any such claims against it. This
indemnity will continue in full force and effect subsequent to and notwithstanding the expiration or termination of
this Agreement. Under no circumstances will the Licensor or any other Indemnified Party be required to seek
recovery from any insurer or other third party, or otherwise to mitigate its, their or the Licensor's losses and
expenses, in order to maintain and recover fully a claim against it. The Licensor agrees that a failure to pursue
such recovery or mitigate a loss will no way reduce or alter the amounts it or another Indemnified Part may
recover from Sub-Licensor.

b) By Licensor. Licensor agrees to indemnify, defend and hold harmless the Sub-Licensor, its affiliates and its
respective shareholders, directors, officers, employees, agents, successors, and assignees (the "Indemnified
Parties") against and to reimburse any one or more of the Indemnified Parties for all claims, obligations and
damages described in this Section, any and all taxes described in this Agreement and any and all claims and
liabilities directly or indirectly arising out of the operation of the business )even if the Licensor's negligence is
alleged) or its breach of this Agreement. Licensor has the right to defend any such claims against it.

                                                            8
This indemnity will continue in full force and effect subsequent to and notwithstanding the expiration or termination
of this Agreement. Under no circumstances will the Sub-Licensor or any other Indemnified Party be required to
seek recovery from any insurer or other third party, or otherwise to mitigate its, their or the Sub-Licensor's losses
and expenses, in order to maintain and recover fully a claim against it. The Sub-Licensor agrees that a failure to
pursue such recovery or mitigate a loss will no way reduce or alter the amounts it or another Indemnified Part
may recover from Licensor.

c) Claims. For purposes of this indemnification, "claims" includes all obligations, damages (actual, consequential
or otherwise) and costs reasonably incurred in the defense of any claim against any of the Indemnified Parties,
including, without limitation, reasonable accountants', arbitrators', attorneys', and expert witness fees, costs of
investigation and proof of facts, court costs, other expenses of litigation, arbitration or alternative dispute
resolution and travel and living expenses

23. OTHER DOCUMENTS AND ACTIONS. Both Licensor and Sub-Licensor shall execute and deliver any
and all other documents and shall take whatever other action necessary or appropriate to consummate the
agreements and understandings contemplated herein.

24. AMENDMENT. This Agreement may not be amended except by a written instrument signed by both of the
parties hereto.

25. SEVERABILITY. If any provision of this Agreement shall be held invalid or unenforceable, the remaining
provisions of this Agreement shall be unaffected thereby and shall remain binding and in full force and effect, and
in the case any provision is found to be invalid or unenforceable, each of the parties shall use its best efforts to
find and employ an alternative means to achieve the same or substantially the same results as the contemplated by
such provision.

26. ENFORCEABILITY. If any one or more of the provisions of this Agreement shall for any reason be held to
be excessively broad as to time, duration, geographical scope, activity, or subject, each such provision shall be
construed, by limiting and reducing it, so as to be enforceable to the extent compatible with applicable law then in
force.

27. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties and
supersedes all prior agreements, representations, warranties, statements, promises, arrangements and
undertakings, whether oral or written, express or implied, with respect to the subject matter of this Agreement.

                                                          9
28. GOVERNING LAW. This Agreement shall be governed by, and be construed in accordance with the laws
of the State of Florida in the United States of America.

29. HEADINGS. The underlined headings of paragraphs in this Agreement are included for reference only and
are not a part of this Agreement.

30. COSTS OF ENFORCEMENT. In the event it is necessary for any party to retain the services of an attorney
to initiate legal proceedings to enforce or interpret the terms of this Agreement, the prevailing party shall be
entitled to recover from the non-prevailing party, all costs of such enforcement or interpretation, including
reasonable attorney's fees and including costs of trial and appellate proceedings. Each Party will be responsible
for their own attorney's fees and costs.

31. NOTICES. All notices or other communications provided for herein to be given or sent to a party by the
other party shall be deemed validly given or sent if in writing and mailed, postage prepaid, by registered or
certified United States mail, addressed to the parties at their addresses set forth below. Either party may give
notice to the other party at any time, by the method specified above, of a change in the address at which, or the
person to whom, notice is to be addressed:

                                                   If to Licensor:

                                           Ragin' Ribs Franchise Corp.
                                          Attn: J. E. Cheatham, Chairman
                                                  P.O. Box 14414
                                              Tampa, Florida 33690

                                                If to Sub-Licensor:




32. WAIVER. No act, delay, omission or course of dealing between or among the parties hereto will constitute a
waiver of their respective rights or remedies under this Agreement. No waiver, change, modification or discharge
of any of the rights and duties of the parties hereto will be effective unless contained in a written instrument signed
by the party sought to be bound

                                                          10
33. COUNTERPARTS. This Agreement may be executed in counterparts, each of which when so executed
shall be deemed to be an original, and such counterparts together shall constitute one and the same agreement.

34. BINDING EFFECT. This Agreement shall inure to the benefit of and shall be binding upon the parties
hereto, their legal representatives, transfers, heirs, successors and assigns.

                                 SIGNATURES ON FOLLOWING PAGE

                                                       11
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on their behalf as of
the date and year first written above:

(APPLICANT):

RAGIN' RIBS CANADA, INC.

                                 /s/ Wayne Runte
                                 ----------------------------------




BY: Wayne Runte

Title: Director

(WITNESS): Eric A. Johnson

APPROVED BY:
RAGIN RIBS FRANCHISE CORP., (a Florida Corporation) (Licensor)

                               BY: /s/ Paul Smith
                                   ----------------------------------

                               Title: President
                                     --------------------------------




                                                  12
                                                   EXHIBIT A

                           LICENSOR'S DEVELOPMENT & FEE STRATEGY

The Licensor's current strategy to develop the System throughout the world is to establish Exclusive Territory
Licenses in markets that will support a minimum of five (5) stores. The Territory Licensee must open and operate
these stores in the prescribed period of time.

The Territory License Fee for the territory development rights is determined by the number of stores agreed upon
for a territory multiplied by $20,000.00 per store with a minimum of five (5) stores. This exclusive Territory
License Fee, in the amount of $100,000.00, is in addition to the franchise fee of each store site. The Territory
License Fee shall be fully earned by Licensor in consideration of its execution of this agreement. The minimum
population of each territory is 250,000 people.

The Territory Licensee agrees to open a minimum of FIVE (5) STORES within the specified territory boundaries.
The first store must be open within the first six (6) months from date of the signing of the Territory License and
open a store within every six (6) months thereafter until minimum total is completed in order to retain the exclusive
rights to the territory.

Each store must have a separate Store Franchise Agreement for that particular site. The franchise fee for each
store is $25,000.00 payable immediately upon Licensor approving each site and the Store Franchise Agreement
signed. Each Store Franchisee is required to pay a royalty of 4% of gross sales and contribute to a national
advertising fund in the amount of 1% of gross sales. Terms and conditions are described within the standard
Store Franchise Agreement. Licensor may change the standard Store Franchise Agreement from time to time and
the Territory Licensee agrees to execute said standard form.

The Licensor is searching for Territory Licensees who have a proven track record in multi-unit restaurant and/or
retail franchise ownership. Minimum net worth requirements are $500,000.00.

The Licensor may change the Development Strategy and related fees from time to time at the sole discretion of
the Licensor.

                                                         13
   EXHIBIT B

PROMISSORY NOTE

     N.A.

      14
                            EXHIBIT C

            CURRENT FEES, ROYALTIES, ADVERTISING FUND

Territory                           Fees $20,000 per store committed
                                    with a minimum of 5 stores plus the
                                    first store franchise fee of $25,000
                                    payable at execution of agreement

Store Franchise Fees                $25,000 per store payable upon
                                    Licensors approval of site after
                                    first store.

Royalites                           4% of gross sales

National Advertising Fund           1% of gross sales




                               15
                                                   EXHIBIT D

                                 SELLING & APPROVAL PROCEDURES

The following are guidelines regarding the procedures of Sub-licensor selling and obtaining approvals from
Licensor.

1. Sub-licensor identifies a candidate that meets the standards of the Licensor;

2. Sub-licensor completes all the required application forms along with the appropriate copy of check payable to
Sub-licensor and submits to the Licensor for approval;

3. Licensor will approve or decline application within 10 business days after receiving the application;

4. Upon approval of Licensor, Sub-licensor's attorney prepares the necessary license/franchise agreements,
franchisee signs said documents and Sub-licensor will then deposit applicants check in Sub-licensor's bank
account;

                                                        16
                                                   EXHIBIT E

                                  PERFORMANCE BY SUB-LICENSOR

To maintain the Exclusive Area, the Sub-licensor must sell and close Territory Licenses as follows:

1. Within 12 months following the date of this agreement, the Sub-licensor will have sold and received the related
franchise fees for one (1) Territory Licenses as defined herein;

2. Within 24 months following the date of this agreement, the Sub-licensor will have sold and received the related
franchise fees for an additional two (2) Territory Licenses as defined herein achieving a cumulative total of three
(3) Territory Licenses;

3. Within 36 months following the date of this agreement, the Sub-licensor will have sold and received the related
franchise fees for an additional three (3) Territory Licenses as defined herein achieving a cumulative total of six
(6) Territory Licenses;

4. Within 48 months following the date of this agreement, the Sub-licensor will have sold and received the related
franchise fees for an additional four (4) Territory Licenses as defined herein achieving a cumulative total of ten
(10) Territory Licenses;

5. Within 60 months following the date of this agreement, the Sub-licensor will have sold and received the related
franchise fees for an additional four (4) Territory Licenses as defined herein achieving a cumulative total of
fourteen (14) Territory Licenses.

Once the total of fourteen (14) territories have been sold and related franchise fees received, the Sub-licensor has
satisfied its performance obligation as defined herein.

                                                        17
Exhibit 10.13

                                   RAGIN' RIBS FRANCHISE CORP.
                                  AREA DEVELOPMENT AGREEMENT

THIS AGREEMENT made as of November 3, 2003 by and between Ragin Ribs Franchise, Corp., the
("Licensor"), a Florida corporation and Warren Capital; Corporation, a Canadian company, the ("Sub-
Licensor").

                                              DEFINED TERMS

"Exclusive Area" is the geographic area in which the Sub-Licensor has been granted rights as described herein.

"RAGIN' RIBS(SM) System" or "System" means the unique concept, processes, and procedures the Licensor
has developed and further defined in the Licensor's confidential operating manual(s).

"Territory Licenses" means the license agreement granting an exclusive geographic territory that can support at
least five (5) RAGIN' RIBS(SM) restaurants.

"Store Franchise" is one RAGIN' RIBS(SM) restaurant operating under a Franchise Agreement.

"Trademarks", "Marks", "Service Marks" are those images, logo's, names, etc. that the Licensor has filed and
registered with related government trademark offices.

"Development Strategy" is the strategy the Licensor is using to sell and service its RAGIN' RIBS(SM) System as
described in Exhibit A attached hereto.

                                                  RECITALS

WHEREAS, Licensor, at a substantial expenditure of time, effort and money, has developed and perfected a
system of providing a unique restaurant service concept called "home meal replacement" serving the consumer
public utilizing the " RAGIN' RIBS(SM) " System, domain and service mark and any other service marks held in
conjunction with the RAGIN' RIBS(SM) name collectively hereinafter referred to as "RAGIN' RIBS(SM)".
AND WHEREAS, the Licensor is developing the RAGIN' RIBS(SM) System in the United States of America
through sale of Territory Licenses whereby each Territory License is required to open a minimum of five (5) store
locations within its territory in a prescribed period of time, hereinafter referred to as the "Development Strategy"
and is described in Exhibit A.

AND WHEREAS, Sub-Licensor acknowledges Licensor's sole and exclusive ownership of any rights to
Licensor's current and future domain names, trade names, trademarks and service marks to all current and future
related practices, procedures, methods, devices, techniques and systems.

AND WHEREAS, it is the Licensor's desire to grant this Area Development Agreement to the Sub-Licensor for
the development and sale of Territory Licenses and Unit Franchises to operators of the Ragin Ribs System within
said Exclusive Area.

AND WHEREAS, the Sub-Licensor desires to acquire Exclusive Area rights for the development and sale of
Territory Licenses and Unit Franchises to operators of the Ragin Ribs System within said Exclusive Area under
the terms and conditions described herein.

NOW THEREFORE, in consideration of the premises and the mutual agreements hereinafter contained, the
parties hereto agree as follows:

1. GRANT OF EXCLUSIVE AREA. The Licensor hereby grants the rights to Sub-Licensor the Exclusive Area,
operating rights and use of the System and the Marks in connection with the RAGIN' RIBS(SM) System in the
territory granted and the Sub-Licensor hereby accepts such rights, upon the terms and subject to conditions
herein set forth in this agreement for the Exclusive Area as described as follows:

a) The State of Virginia.

2. GRANT TO SELL TERRITORY LICENSES. The Licensor further grants the right to Sub-Licensor to sell
Territory Licenses within his Exclusive Area. The Sub-Licensor agrees to comply with the Licensor's
Development Strategy, which may be changed from time to time by the Licensor. Approval for one store only
sites shall require special approval by Licensor. All Territory Licenses and Unit Franchises must require final
written approval and acceptance by the Licensor. Licensor's approval shall not be arbitrarily withheld and this
approval shall be granted if the applicant Territory License or Store Franchise complies with the specific written
requirements in effect at the time of application. Each Territory License must be obligated to open the first store
within the first six (6) months from date of execution of the Territory License and open a store every six (6)
months thereafter until minimum total is completed in order to retain the exclusive territory rights for any particular
Territory License.

                                                           2
3. * "TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED."

4. TERRITORY LICENSE FEES, STORE FRANCHISE FEES AND ROYALTIES. The Sub-licensor agrees
to the schedule of fees payable from Territory Licenses and Store Franchise Fees as described in Exhibit C. All
fees are to be paid directly to the Licensor. Licensor will pay to Sub-Licensor Fifty percent (50.0%) of all fees
and royalties received by Licensor from Territory License and Store Franchises within the Exclusive Area and
these payments to the Sub-licensor shall be paid within five (5) business days of receipt by the Licensor. Sub-
Licensor agrees to the procedures regarding the sale of Territory Licenses and Store Franchises as described in
Exhibit D attached hereto. These procedures may be changed from time to time, in writing, by mutual consent of
the Licensor and Sub-licensor.

5. SALE OF LICENSOR RETAIL PRODUCTS. Licensor owns and produces, under its private label RAGIN'
RIBS(SM), proprietary products that may from time to time be sold to consumers through normal distribution
channels such as, without limitation, wholesalers, retailers, Internet, TV shopping. Whenever sales of said
proprietary products are made by Licensor or its affiliate(s) within the Exclusive Area, Licensor shall provide a
monthly accounting of such sales to Sub-licensor and shall pay to Sub-licensor fifty percent (50.0%) of net profits
derived from said sales. Net Profits are defined as gross sales less any sales tax, product costs, packaging costs,
handling costs, shipping costs, advertising and marketing expenses, selling commissions, labor and benefits,
allocation for all other operating expenses not exceed 10.0% of gross sales, and allocation of overhead expenses
not to exceed 5.0% of gross sales.

6. COMPLIANCE TO LICENSOR'S AGREEMENTS. Sub-licensor will use the standard Territory License
Agreement, attached as an Exhibit to the Licensor's Franchise Offering Circular (the "UFOC"), and the standard
Store Franchise Agreements, attached as an Exhibit to the UFOC. Licensor may change or modify these
agreements at any time and Sub-licensor agrees to changes or modifications.

                                                        3
7. PERFORMANCE. The Sub-licensor agrees to sell the RAGIN' RIBS(SM) System, utilizing the Company's
Development Strategy, Territory Licenses, to include Store Franchise Agreements, in the geographic area in the
numbers, States, and timing as described in Exhibit E attached hereto.

8. SUB-LICENSOR'S COMMITMENT TO SALES AND SERVICE. Sub-licensor agrees that it will provide
the necessary organization, at its cost, to properly market and sell Territory Licenses and Store Franchises in the
Exclusive Area. Sub-licensor further agrees that it will provide the necessary organization to service the Territory
Licenses and Store Franchises in the Exclusive Area. The Sub-licensor agrees to comply with and promote the
standards of the Licensor.

9. TRAINING. Sub-licensor will, at its own cost, send its owner and one senior manager to Licensor's training
center to complete and pass the Licensor's required training programs. You, or your owners, are required to
complete the initial training to our satisfaction. Successful completion of the initial training program by you, or your
owners, is a condition to this Agreement. You also are required to participate in all other activities required to
operate the Territory. You will be responsible for all travel and living expenses which such persons incur in
connection with training. You agree to replace an employee if we determine that he is not qualified to serve in the
Territory. If we determine that you, or your owners, are unable to complete initial training to our satisfaction, we
have the right to terminate this Agreement.

10. ADVERTISING & PROMOTION. The Sub-licensor will advertise and promote the sale of the System to
potential territory licensee's in the Sub-Licensor Exclusive Area. From time to time, the Licensor and the Sub-
licensor may co-venture on advertising, trade shows, (etc.) at a shared cost of 50/50, however, such co-venture
will be first approved in writing by both parties.

11. LEAD GENERATION BY LICENSOR. The Licensor may, at its own cost, generate potential leads for
territory licensee's and/or store franchises. The Licensor will provide said leads to Sub-licensor within his
Exclusive Area at no cost to the Sub-licensor.

12. LIMITATIONS ON USE. The System and the Marks shall be used by the Sub-Licensor only in connection
with the RAGIN' RIBS(SM) System and products relating thereto and in accordance with such reasonable
limitations or restrictions as may be prescribed from time to time by Licensor. The Sub-Licensor shall not use the
System or the Marks for any other purpose or in any other manner without the express authorization of Licensor.
With the

                                                           4
exception of the Exclusive Area, the Sub-Licensor acknowledges that the License is non-exclusive and the
Licensor may at any time use the System or any of the Marks or license the use of the System or any of the
Marks to any other persons or entities for any purpose whatsoever.

Licensor agrees that, during the term of this License, Licensor will not directly or indirectly, allow a RAGIN'
RIBS(SM) System to be operated other than by the Licensee within the territory granted in paragraph l.

13. PROPRIETARY NOTICES AND REGISTRATION. The Sub-Licensor agrees to use in conjunction with
the System or the Marks all notices or symbols of ownership and registration as Licensor may specify from time
to time. Licensor shall have the sole right, but not the obligation, to apply for, maintain or renew trademark or
service mark registrations for any of the Marks anywhere in the world. In further consideration of Licensor's grant
of the License, the Sub-Licensor agrees to cooperate fully with Licensor in obtaining or maintaining any such
registrations.

14. OWNERSHIP RIGHTS. The Sub-Licensor agrees and acknowledges that Licensor is the sole owner of the
System and Marks and the Sub-Licensor shall not create in the License, nor shall the License be construed as
assigning to the Sub-Licensor, any ownership interest or legal or equitable title in or to any of the System or the
Marks. All goodwill associated with the System and the Marks arising from the Sub-Licensor's use of the System
and the Marks shall inure solely to the benefit of Licensor and not to that of the Sub- Licensor. The Sub-Licensor
shall take no action at any time that would have the effect of contesting or challenging the validity of Licensor's
ownership of, or legal title in or to, the System or any of the Marks or any registration of any of the Marks.

15. CONFIDENTIALITY. The Sub-Licensor agrees that all disclosures and communications of the System and
the Marks made by Licensor to the Sub-Licensor, and not available to the general public or otherwise available
to the Sub-Licensor through means not involving a breach of obligations of confidentiality, shall be kept
confidential and the Sub-Licensor shall not disclose any information to any persons or entities, except as provided
in this Agreement.

16. DEFENSE OF THE MARKS AND INFRINGEMENTS. Licensor shall have absolute control of any claim
or litigation involving allegations of infringement of the Marks by third parties. If Sub-Licensor learns of any use
by any third party of a trade

                                                         5
name, trademark, service mark, logo or any other emblem confusingly similar to the Marks, Sub-Licensor shall
promptly notify Licensor. The Sub-Licensor agrees to promptly notify Licensor of any potential, threatened or
actual claim or action against the Sub-Licensor or Licensor involving any of the Marks of which the Sub-Licensor
becomes aware. The Sub-Licensor agrees to cooperate fully with Licensor in protecting, enforcing and defending
Licensor's rights in any of the Marks. If requested by Licensor, Sub-Licensor shall join with Licensor in such
litigation as, in Licensor's sole discretion and at the cost of the Licensor, Licensor may deem advisable for the
protection of Sub-Licensor's or Licensor's rights. Sub-Licensor shall not take any action with respect to the
Marks, which is substantially adversarial in nature or not otherwise explicitly permitted under this Agreement
without Licensor's express prior written approval.

17. SUPERVISION AND QUALITY CONTROL. The Sub-Licensor shall ensure that licensees in his
Exclusive Area shall provide services and produce and distribute products pursuant to the License granted
hereunder of high quality in accordance will all applicable laws and regulations. The use by the licensee of the
System and Marks shall be of a high standard that shall not reflect in any material adverse manner upon the good
name of Licensor, the System or the Marks.

18. ADDITIONAL AGREEMENTS OF THE SUB-LICENSOR. The Sub-Licensor agrees that, at all times
during the term of this Agreement, it shall:

a) Ensure that all products sold by the licensee hereunder is of high quality and substantially conforms to the
method of service, quality, packaging and other characteristics specified by Licensor;

b) Maintain or cause to be maintained all literature, brochures, appearance of employees, etc. in a first-class
condition as to present high quality standards and reputation for the System and prescribed from time to time by
Licensor.

c) Substantially comply will all applicable laws, ordinances, regulations, rules and other requirements of all
applicable governmental authorities in connection with licensed activities of the licensee, and

d) Permit Licensor at any and all reasonable times, without prior notification, to inspect the System, evaluate any
and all operations of the system; interview and meet with any and all employees and agents of the Licensee in
order to assure itself that the provisions of this Agreement are being observed and maintained. Licensee agrees to
correct any irregularities as requested, in writing, by Licensor as a result of inspection within a reasonable time as
agreed.

                                                          6
19. TERM AND TERMINATION. This Area Development Agreement shall be effective so long as the Sub-
Licensor operates the RAGIN' RIBS(SM) System except that this License may be terminated according to the
provisions of this paragraph, and except that this Territory License may be terminated at anytime by mutual
agreement of Licensor and the Sub-Licensor with no refund of paid territory fee and or:

a) The License shall terminate automatically immediately after to the occurrence of any of the following: (i) The
Sub-Licensor's attempt to assign or sublicense, without prior written consent of Licensor, any of its rights or
obligations under the License of this Agreement; (ii) The Sub-Licensor becoming insolvent; (iii) The Sub-Licensor
making a general assignment for the benefit of creditors or suffering or permitting the appointment of a receiver
for its business or assets; (iv) The Sub-Licensor filing a voluntary petition of bankruptcy or becoming subject to
any proceedings under any bankruptcy or insolvency law, or; (v) The Sub-Licensor or any government authority
taking any action toward suspending or winding up the business of the Sub- Licensor, dissolving the Sub-
Licensor, or liquidating or distributing substantially all of the assets of the Sub- Licensor.

b) If the Sub-licensor fails to meet its obligations as defined in this agreement, except paragraph 7, Exhibit E, and
Paragraph 19 a), then the Licensor at its sole discretion may find the Sub-licensor in default of the License.
Failure to remedy such default within Thirty (30) days after written notice or demand by the Licensor, the License
shall terminate automatically.

c) If the Sub-licensor fails to meet its performance as described in paragraph 7 and Exhibit E, then the Licensor
at its sole discretion may find the Sub-licensor in default of its Exclusive Area in which the Sub-licensor has not
met its performance obligations. Failure to remedy such default within Ninety (90) days after receiving written
notice or demand by the Licensor, the portion of the Exclusive Area that is in default will automatically revert
back to the Licensor so the Licensor may sell that portion of the Exclusive Area to another party.

20. RIGHTS AND DUTIES UPON TERMINATION. Upon termination of the License for any reason, all of
the Sub-Licensor's right to use the System and the Marks shall end and the Sub-Licensor shall take immediate
action to cease and refrain from all further use of the System and the Marks; and, the Sub-Licensor shall take
such actions as are necessary to change its name, and any filings for its name or an assumed or fictitious name, to
a name other than one that includes any one or more of the Marks.

                                                         7
21. ASSIGNMENT. Licensor may assign this Agreement at any time; provided, however, that in the event of
such assignment, the assignee or other designee of Licensor shall assume all obligations of Licensor and the Sub-
Licensor's rights hereunder shall remain in full force and effect. The Sub-Licensor shall not assign its rights or
delegate its duties hereunder without the prior written consent of Licensor.

22. INDEMNIFICATION.

a) By Sub-Licensor. Sub-Licensor agrees to indemnify, defend and hold harmless the Licensor, its affiliates and
its respective shareholders, directors, officers, employees, agents, successors, and assignees (the "Indemnified
Parties") against and to reimburse any one or more of the Indemnified Parties for all claims, obligations and
damages described in this Section, any and all taxes described in this Agreement and any and all claims and
liabilities directly or indirectly arising out of the operation of the business )even if the Sub-Licensor's negligence is
alleged) or its breach of this Agreement. Sub-Licensor has the right to defend any such claims against it. This
indemnity will continue in full force and effect subsequent to and notwithstanding the expiration or termination of
this Agreement. Under no circumstances will the Licensor or any other Indemnified Party be required to seek
recovery from any insurer or other third party, or otherwise to mitigate its, their or the Licensor's losses and
expenses, in order to maintain and recover fully a claim against it. The Licensor agrees that a failure to pursue
such recovery or mitigate a loss will no way reduce or alter the amounts it or another Indemnified Part may
recover from Sub-Licensor.

b) By Licensor. Licensor agrees to indemnify, defend and hold harmless the Sub-Licensor, its affiliates and its
respective shareholders, directors, officers, employees, agents, successors, and assignees (the "Indemnified
Parties") against and to reimburse any one or more of the Indemnified Parties for all claims, obligations and
damages described in this Section, any and all taxes described in this Agreement and any and all claims and
liabilities directly or indirectly arising out of the operation of the business )even if the Licensor's negligence is
alleged) or its breach of this Agreement. Licensor has the right to defend any such claims against it.

                                                            8
This indemnity will continue in full force and effect subsequent to and notwithstanding the expiration or termination
of this Agreement. Under no circumstances will the Sub-Licensor or any other Indemnified Party be required to
seek recovery from any insurer or other third party, or otherwise to mitigate its, their or the Sub-Licensor's losses
and expenses, in order to maintain and recover fully a claim against it. The Sub-Licensor agrees that a failure to
pursue such recovery or mitigate a loss will no way reduce or alter the amounts it or another Indemnified Part
may recover from Licensor.

c) Claims. For purposes of this indemnification, "claims" includes all obligations, damages (actual, consequential
or otherwise) and costs reasonably incurred in the defense of any claim against any of the Indemnified Parties,
including, without limitation, reasonable accountants', arbitrators', attorneys', and expert witness fees, costs of
investigation and proof of facts, court costs, other expenses of litigation, arbitration or alternative dispute
resolution and travel and living expenses

23. OTHER DOCUMENTS AND ACTIONS. Both Licensor and Sub-Licensor shall execute and deliver any
and all other documents and shall take whatever other action necessary or appropriate to consummate the
agreements and understandings contemplated herein.

24. AMENDMENT. This Agreement may not be amended except by a written instrument signed by both of the
parties hereto.

25. SEVERABILITY. If any provision of this Agreement shall be held invalid or unenforceable, the remaining
provisions of this Agreement shall be unaffected thereby and shall remain binding and in full force and effect, and
in the case any provision is found to be invalid or unenforceable, each of the parties shall use its best efforts to
find and employ an alternative means to achieve the same or substantially the same results as the contemplated by
such provision.

26. ENFORCEABILITY. If any one or more of the provisions of this Agreement shall for any reason be held to
be excessively broad as to time, duration, geographical scope, activity, or subject, each such provision shall be
construed, by limiting and reducing it, so as to be enforceable to the extent compatible with applicable law then in
force.

27. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties and
supersedes all prior agreements, representations, warranties, statements, promises, arrangements and
undertakings, whether oral or written, express or implied, with respect to the subject matter of this Agreement.

                                                          9
28. GOVERNING LAW. This Agreement shall be governed by, and be construed in accordance with the laws
of the State of Florida.

29. HEADINGS. The underlined headings of paragraphs in this Agreement are included for reference only and
are not a part of this Agreement.

30. COSTS OF ENFORCEMENT. In the event it is necessary for any party to retain the services of an attorney
to initiate legal proceedings to enforce or interpret the terms of this Agreement, the prevailing party shall be
entitled to recover from the non-prevailing party, all costs of such enforcement or interpretation, including
reasonable attorney's fees and including costs of trial and appellate proceedings. Each Party will be responsible
for their own attorney's fees and costs.

31. NOTICES. All notices or other communications provided for herein to be given or sent to a party by the
other party shall be deemed validly given or sent if in writing and mailed, postage prepaid, by registered or
certified United States mail, addressed to the parties at their addresses set forth below. Either party may give
notice to the other party at any time, by the method specified above, of a change in the address at which, or the
person to whom, notice is to be addressed:

                                     If to Licensor:

                                           Ragin' Ribs Franchise Corp.
                                           Attn:   J. E. Cheatham, Chairman
                                           P.O. Box   14414
                                           Tampa, Florida 33690

                                     If to   Sub-Licensor:

                                           Warren Capital Corporation
                                           Attention: Wayne Runte
                                           1077 Katherine Crescent
                                           Kingston, Ontario K7P 2V1




32. WAIVER. No act, delay, omission or course of dealing between or among the parties hereto will constitute a
waiver of their respective rights or remedies under this Agreement. No waiver, change, modification or discharge
of any of the rights and duties of the parties hereto will be effective unless contained in a written instrument signed
by the party sought to be bound

                                                          10
33. COUNTERPARTS. This Agreement may be executed in counterparts, each of which when so executed
shall be deemed to be an original, and such counterparts together shall constitute one and the same agreement.

34. BINDING EFFECT. This Agreement shall inure to the benefit of and shall be binding upon the parties
hereto, their legal representatives, transfers, heirs, successors and assigns.

                                 SIGNATURES ON FOLLOWING PAGE

                                                       11
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on their behalf as of
the date and year first written above:

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on their behalf as of
the date and year first written above:

(APPLICANT):

RAGIN' RIBS CANADA, INC.

                                 /s/ Wayne Runte
                                 ----------------------------------




BY: Wayne Runte

Title: Chartered Accountant

(WITNESS): Eric A. Johnson

APPROVED BY:
RAGIN RIBS FRANCHISE CORP., (a Florida Corporation) (Licensor)

                               BY: /s/ Paul Smith
                                   ----------------------------------

                               Title: President
                                     --------------------------------




                                                  12
                                                   EXHIBIT A

                           LICENSOR'S DEVELOPMENT & FEE STRATEGY

The Licensor's current strategy to develop the System throughout the contiguous 48 States of the United States
of America is to establish Exclusive Territory Licenses in markets that will support a minimum of five (5) stores.
The Territory Licensee must open and operate these stores in the prescribed period of time.

The Territory License Fee for the territory development rights is determined by the number of stores agreed upon
for a territory multiplied by $20,000.00 per store with a minimum of five (5) stores. This exclusive Territory
License Fee, in the amount of $100,000.00, is in addition to the franchise fee of each store site. The Territory
License Fee shall be fully earned by Licensor in consideration of its execution of this agreement. The minimum
population of each territory is 250,000 people.

The Territory Licensee agrees to open a minimum of FIVE (5) STORES within the specified territory boundaries.
The first store must be open within the first six (6) months from date of the signing of the Territory License and
open a store within every six (6) months thereafter until minimum total is completed in order to retain the exclusive
rights to the territory.

Each store must have a separate Store Franchise Agreement for that particular site. The franchise fee for each
store is $25,000.00 payable immediately upon Licensor approving each site and the Store Franchise Agreement
signed. Each Store Franchisee is required to pay a royalty of 4% of gross sales and contribute to a national
advertising fund in the amount of 1% of gross sales. Terms and conditions are described within the standard
Store Franchise Agreement. Licensor may change the standard Store Franchise Agreement from time to time and
the Territory Licensee agrees to execute said standard form.

The Licensor is searching for Territory Licensees who have a proven track record in multi-unit restaurant and/or
retail franchise ownership. Minimum net worth requirements are $500,000.00.

The Licensor may change the Development Strategy and related fees from time to time at the sole discretion of
the Licensor.

                                                         13
   EXHIBIT B

PROMISSORY NOTE

     N.A.

      14
                            EXHIBIT C

            CURRENT FEES, ROYALTIES, ADVERTISING FUND

Territory                           Fees $20,000 per store committed
                                    with a minimum of 5 stores plus the
                                    first store franchise fee of $25,000
                                    payable at execution of agreement

Store Franchise Fees                $25,000 per store payable upon
                                    Licensors approval of site after
                                    first store.

Royalites                           4% of gross sales

National Advertising Fund           1% of gross sales




                               15
                                                   EXHIBIT D

                                 SELLING & APPROVAL PROCEDURES

The following are guidelines regarding the procedures of Sub-licensor selling and obtaining approvals from
Licensor.

1. Sub-licensor identifies a candidate that meets the standards of the Licensor;

2. Sub-licensor completes all the required application forms along with the appropriate check payable to
Licensor and submits to the Licensor for approval;

3. Licensor will approve or decline application within 10 business days after receiving the application;

4. Upon approval, Licensor will deposit applicants check in escrow with Licensors attorney;

5. Licensor's attorney prepares the necessary license/franchise agreements;

6. At closing of agreements, Licensors attorney disperses the funds form the check to the Licensor and Sub-
Licensor based on the terms of this agreement.

                                                        16
                                                    EXHIBIT E

                                   PERFORMANCE BY SUB-LICENSOR

To maintain the Exclusive Area, the Sub-licensor must sell and close Territory Licenses as follows:

1. Within 12 months following the date of this agreement, the Sub-licensor will have sold and received the related
franchise fees for one (1) Territory Licenses as defined herein;

2. Within 24 months following the date of this agreement, the Sub-licensor will have sold and received the related
franchise fees for an additional two (2) Territory Licenses as defined herein achieving a cumulative total of three
(3) Territory Licenses;

3. Within 36 months following the date of this agreement, the Sub-licensor will have sold and received the related
franchise fees for an additional two (2) Territory Licenses as defined herein achieving a cumulative total of five (5)
Territory Licenses;

4. Within 48 months following the date of this agreement, the Sub-licensor will have sold and received the related
franchise fees for an additional three (3) Territory Licenses as defined herein achieving a cumulative total of eight
(8) Territory Licenses;

5. Within 60 months following the date of this agreement, the Sub-licensor will have sold and received the related
franchise fees for an additional three (3) Territory Licenses as defined herein achieving a cumulative total of
eleven (11) Territory Licenses.

Once the total of eleven (11) territories have been sold and related franchise fees received, the Sub-licensor has
satisfied its performance obligation as defined herein.

                                                         17
Exhibit 10.14

                             SETTLEMENT AND RELEASE AGREEMENT

This Settlement and Release Agreement (the "Agreement") by and among L.A.W. Properties Coral Springs,
LLC. ("LAW"), P.D.C. Innovative Industries, Inc. ("PDC" or the "Company") and Sandra Sowers ("Guarantor")
is dated as of the 11th day of March, 2004.

                                                 RECITALS:

WHEREAS, LAW and PDC entered into a lease agreement on July 7, 2000, which lease superceded a prior
lease between LAW and PDC dated April 1,1998 (the "Lease");

WHEREAS, the Lease was individually guaranteed by Guarantor; and

WHEREAS, pursuant to and/or in connection with such Lease, PDC became indebted to LAW;

WHEREAS, LAW commenced an action in the Circuit Court of the 17th Judicial Circuit in and for Broward
County, Florida (Case No. 02-016659(09)) to recover monies owed under the Lease, and pursuant to such
action, a Final Judgment for Possession & Damages was entered on October 17, 2002 in the amount of
$224,122.00, together with reasonable attorney's fees of $2,245 and court costs of $340 (the "Obligation");

WHEREAS, LAW is currently in possession of PDC's construction levels, certain machinery, furniture and office
equipment (the "Equipment");

WHEREAS, PDC, Sowers and LAW desire to reach an amicable settlement with respect to such Obligation and
the Equipment and with respect to Guarantor's obligations under such Lease;

NOW THEREFORE, in consideration of the mutual promises, terms and conditions set forth herein and other
good and valuable consideration the receipt and sufficiency of which is acknowledged by the parties hereto, the
parties stipulate and agree as follows:

                                   STIPULATION AND AGREEMENT

1. Recitals True and Correct. The foregoing recitals are true and correct and are incorporated herein by
reference and made part of this Agreement as if fully set forth herein.

2. The Settlement Payment. , PDC shall pay to LAW the sum of $25,000 plus simple interest at the rate of ten
(10%) percent per annum in full and final satisfaction of the Obligation and for the return by LAW of the
Equipment as follows:

(a) Concurrent with the execution of this Agreement, PDC will execute and deliver to LAW a promissory note
("Promissory Note"), the form of which is attached hereto as Exhibit A and made a part hereof, in favor of LAW
in the principal amount of Twenty-Five Thousand Dollars ($25,000.00), which amount shall bear simple interest
at the rate of ten (10%) percent per annum, and shall become due and owing in a lump sum payment on June 30,
2004 (the
"Settlement Payment"), unless earlier prepaid (in which case without any prepayment penalty). Such Promissory
Note shall provide for payment of the Settlement Payment to Ronald Isriel, Esq. , who will hold such Settlement
Payment until LAW has satisfied the provisions of paragraph 2(b) hereof.

(b) Such Settlement Payment shall be held in trust by Ronald Isriel, Esq., 80 SW 5th St., Suite 1720, Miami, FL
33130, until such time as LAW delivers to PDC and Guarantor, pursuant to the notice provisions set forth herein,
a copy of a recorded Satisfaction of Judgment (as more fully described in paragraph 4 below).

3. Release of Equipment. Upon execution of this Agreement, LAW shall return the Equipment to PDC.

4 Satisfaction of Judgment. Within five days after receipt by ___________ of the Settlement Payment, LAW
shall file and record a Satisfaction of Judgment in any jurisdiction in which the Final Judgment has been recorded,
and shall promptly deliver to PDC and Guarantor a copy of such recorded Satisfaction of Judgment.

5. Release. In consideration of such Settlement Payment, LAW hereby releases and discharges PDC, PDC"s
directors, officers, shareholders, principals, agents, attorneys, servants, employees, heirs administrators,
executors, successors, assigns, representatives and subsidiaries, and Guarantor, Sandra Sowers, from any and all
claims, demands, setoffs, defenses, contracts, accounts, suits, debts, agreements, actions, claims or causes of
action, counterclaims, sums of money, bonds, bills, specialties, covenants, promises, variances, damages,
executions, judgments, controversies and disputes, and any past, present or future duties, responsibilities, or
obligations, which LAW may now have or may hereafter have relating, directly or indirectly, to, or arising at any
time, directly or indirectly, out of the Lease.

6. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been
given if delivered in person or sent by prepaid first class registered or certified mail, return receipt requested, via
telecopier, or via overnight delivery service by a nationally recognized carrier:

                     PDC:                             P.D.C. Innovative Industries, Inc.
                                                      Attention: Mr. Paul Smith
                                                      501 South Dakota Avenue,
                                                      Suite 1
                                                      Tampa, FL 33060
                                                      Telecopier No. (813) 258-0613

                     LAW:                             L.A.W. Properties Coral Springs, LLC
                                                      Attention: Clive Usther
                                                      15499 West Dixie Highway
                                                      North Miami Beach, FL 33162
                                                      Telecopier: __________________

                                                                     2
          Guarantor:                       Ms. Sandra Sowers
                                           4411 NW 105th Terrace
                                           Coral Springs, FL 33065
                                           Telecopier No. (954) 752-9736

                     7. Binding Effect: Assignment. This Agreement shall be binding upon and




inure to the benefit of the respective parties and their heirs, successors and assigns. Neither this Agreement nor
any of the rights, interests or obligations hereunder shall be assigned by either of the parties hereto without the
prior written consent of the other party.

8. Modifications, Amendments and Waivers. This Agreement may not be modified or amended except in a
writing executed by the parties hereto. No waiver by any party of any breach of any term or provision hereof
shall be construed as a waiver of any subsequent breach of that term or provision or any other term or provision
of the same or of a different nature.

9. Unenforcability of Any Term or Provision of Agreement. If any term(s) or provision(s) of this Agreement shall
be held to be invalid or unenforceable, such invalidity or unenforcability shall apply only to such term(s) or
provision(s) and shall not in any way affect or render invalid or unenforceable any other term(s) or provision(s) of
this Agreement.

10. Headings. The section and subsection headings in this Agreement are inserted for convenience only and shall
not affect in any way the meaning or interpretation of this Agreement.

11. Counterparts; Facsimile Copies. This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument. An executed copy of
this Agreement received by way of facsimile shall be deemed to be an original enforceable and admissible for all
purposes as may be necessary under the terms hereof.

12. Governing Law; Jurisdiction; Waiver of Jury Trial; Recovery of Attorneys' Fees. This Agreement shall be
governed by and construed solely in accordance with the laws of the State of Florida without regard to choice or
conflict of law provisions. Any actions or proceedings arising out of or relating to this Agreement shall occur
solely in the venue and jurisdiction of the federal and state courts located in Broward County, Florida. In
recognition of the fact that the issue which would arise under this Agreement are of such a complex nature that
they could not be properly tried before a jury, each of the parties waives trial by jury. The prevailing party/parties
in any such action or proceeding shall be entitled to recover its/their reasonable attorneys' fees and costs from the
other party/parties.

13. Negotiated Agreement. This Agreement is to be construed fairly and simply and not strictly for or against
either of the parties hereto. The parties to this Agreement acknowledge that this is a negotiated agreement, that
they

                                                          3
have each carefully read and reviewed this Agreement, and therefore, agree that in no event shall the terms of this
Agreement be construed against either party on the basis that such party or its counsel drafted this Agreement.

14. Entire Agreement. This Agreement and the Promissory Note constitutes the entire agreement between the
parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations
and discussions, whether oral or written, of the parties and there are no representations, warranties or other
agreements between the parties in connection with the subject matter hereof except as specifically set forth
herein.

IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written.

                                 P.D.C. INNOVATIVE INDUSTRIES, INC.

                                           By:/s/ Paul Smith
                                              --------------
                                              Paul Smith, President




                                    L.A.W. Properties Coral Springs, LLC

                                      By:/s/ Lawrence Weiss
                                         ------------------
                                         Lawrence A. Weiss, MD Manager
                                         PRINT NAME AND TITLE




                                                 GUARANTOR

                                               /s/ Sandra Sowers
                                               -----------------
                                               Sandra Sowers




                                                         4
                                             PROMISSORY NOTE

Fort Lauderdale, Florida $25,000

FOR VALUE RECEIVED, the undersigned, as maker hereof (the "Maker"), does hereby promise to pay,
pursuant to the terms contained herein, in lawful money of the United States of America to Ronald Isriel, Esq.,
whose address is 30 S.W. 5th Street, Suite 1720, Miami, Florida 33130 for the order of L.A.W. Properties
Coral Springs, LLC ("LAW") as payee, the principal sum of TWENTY-FIVE THOUSAND DOLLARS
($25,000.00). Capitalized terms not defined herein shall have the same meaning as set forth in the Settlement and
Release Agreement by and between LAW, Maker and Sandra Sowers dated as of February __, 2004.

The principal amount of $25,000.00 shall bear simple interest at the rate of ten (10%) percent per annum and
shall mature on the 30th day of June, 2004 (the "Due Date"), at which time the entire unpaid principal balance,
together with the accrued and unpaid interest thereon shall be due and payable, subject to the terms and
conditions set forth herein. This Promissory Note may be prepaid in whole or in part at any time prior to maturity
without penalty or discount.

LAW agrees and acknowledges that upon payment in full of the Note to Ronald Isriel, Esq., that Ronald Isriel,
Esq. shall hold such payment in trust and shall not release payment to LAW until such time as LAW has delivered
to Maker and Guarantor a copy of a recorded Satisfaction of Judgment (which has been filed in any jurisdiction
in which the Final Judgment was recorded) and both Maker and Guarantor have authorized Ronald Isriel, Esq. in
writing to release such payment.

In the event that the Maker fails to make payment within five (5) business days after the Due Date or is subject to
the commencement, whether voluntary or involuntary, of a bankruptcy, liquidation, or similar proceeding, Maker
shall be in default and LAW shall have the right to pursue any and all legal and/or equitable remedies which may
then be available to it against the Maker including, but not limited to, accelerating the remaining balance due under
the Promissory Note together with applicable interest and declaring such amount immediately due and payable.
During the period of any default, the entire unpaid outstanding indebtedness under this Promissory Note shall
bear interest at the highest rate permitted by law.

Maker further agrees to pay LAW's reasonable attorneys' fees and/or actual costs incurred by LAW in
connection with the enforcement of this Promissory Note in the event of the Maker's default. Maker hereby
waives notice of acceptance, presentment, demand for performance, payment, protest, notice of dishonor or
nonpayment of the Note, suit or the taking of any other action by the holder against the Maker.

The waiver by LAW of the Maker's prompt and complete performance of, or default under, any provision of this
Note shall not operate nor be construed as a waiver of any subsequent breach or default, and the failure by LAW
to exercise any right or remedy that it may possess under this Note shall not operate nor be construed as a bar to
the exercise of that right or remedy upon the occurrence of any subsequent breach or default.

                                                         1
This Note shall be governed by and construed solely in accordance with the laws of the State of Florida without
regard to its conflict or choice of law principles. The parties hereto agree that all actions and/or proceedings
relating directly or indirectly hereto shall be litigated solely in the state courts and/or federal courts located in
Broward County, Florida. The parties hereto expressly consent to the jurisdiction of any such courts and to
venue therein. In recognition of the fact that the issue which would arise under this Note are of such a complex
nature that they could not be properly tried before a jury, each of the parties waives trial by jury. The prevailing
party/parties in any such action and/or proceeding shall be entitled to recover his/her/its reasonable attorney's fees
and costs from the other party/parties thereto.

This Note cannot be modified, amended or terminated except in a written instrument agreed to by and executed
by LAW and the Maker. This Note may not be assigned without the prior written consent of LAW and Maker.

DATED: March 11, 2004

                                                     MAKER:

                                              P.D.C. INNOVATIVE

INDUSTRIES, INC.

                                           By: /s/ Paul Smith
                                               ---------------------
                                               Paul Smith, President




ACKNOWLEDGED AND AGREED TO:

L.A.W. Properties Coral Springs, LLC

                                      By: /s/Lawrence A. Weiss
                                          -----------------------------

                                           Lawrence A. Weiss, MD Manager
                                           -----------------------------
                                           PRINT NAME AND TITLE




                                                          2
Exhibit 10.15

                               INDEMNITY AND RELEASE AGREEMENT

This Indemnity and Release Agreement (the "Agreement") is entered into as of the16th day of February 2004, by
and among P.D.C. Innovative Industries, Inc., a Nevada corporation ("PDC"), Ragin' Ribs, Inc., a Florida
corporation and wholly-owned subsidiary of PDC ("RRI"), and Sandra Sowers ("Sowers").

WHEREAS, concurrent with the execution of this Agreement by all of the parties hereto, Sowers is waiving any
and all accrued salary which may be due and owing to her by PDC and/ or any subsidiary thereof, any and all
other compensation, however characterized, which may be due and owing to Sowers by PDC and/or any
subsidiary thereof, and waiving the repayment of any and all loans (including principal and interest thereon),
accrued expenses, and all other debt, however characterized, which may be due and owing to Sowers or
previously made by Sowers to PDC and/or any subsidiary thereof which have not been repaid as of the date
hereof (collectively, the "Waiver");

NOW THEREFORE, in consideration of such Waiver by Sowers, and for such other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged by each of PDC and RRI, each of
PDC and RRI agree jointly and severally to:

Indemnify and hold harmless Sowers, and her personal representatives, heirs, successors and assigns for a period
of three (3) years following the execution of this Agreement from and against any and all claims, damages and
liabilities, including reasonable attorneys' fees and costs in connection with and/or arising from any and all claims,
actions and/or proceedings that may be asserted or commenced by any person(s) and/or entity/entities against
Sowers and/or her personal representatives, heirs, successors and assigns in connection with and/or relating in
any manner whatsoever to PDC and/or any subsidiary thereof, and/or its/their past, present and/or future
business and operations and/or her association therewith in any and all capacities whatsoever (including, but not
limited to, any officer, director and/or employee position(s), and any and all personal guarantees executed by
Sowers for or on behalf of PDC, including but not limited to a personal guarantee executed by Sowers in favor of
Orix Financial Services, Inc. for and on behalf of PDC relating to certain equipment), subject to the
indemnification provisions, if any, in: (x) PDC's Certificate of Incorporation, as amended, and Bylaws, as
amended, and as otherwise provided by applicable law; and (y) RRI's Articles of Incorporation, as amended,
Bylaws, and as otherwise provided by applicable law.

Hereby remise, release, acquit, satisfy, and forever discharge Sowers and her personal representatives, heirs,
successors and assigns, as the case may be, of and from all, and all manner of action and actions, cause and
causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants,
contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims
and demands whatsoever, in law or in equity, which each of PDC, RRI and each of their respective subsidiaries
ever had, now has, or hereafter can, shall or may have, and/or which any personal representative, successor, heir
or assign of which each of PDC, RRI and each of their respective subsidiaries ever had, now has,

                                                    Page 1 of 3
or hereafter can, shall or may have, against Sowers, and/or her personal representatives, heirs, successors and
assigns, as the case may be, for, upon or by reason of any matter, cause or thing whatsoever, from the beginning
of the world to the date hereof in connection with and/or relating in any manner whatsoever to PDC, RRI and
each of their respective subsidiaries, and/or its/their past, present and/or future business and operations and/or
her association therewith in any and all capacities whatsoever (including, but not limited to, any officer, director
and/or employee position(s), and any and all personal guarantees executed by Sowers for or on behalf of PDC,
including but not limited to a personal guarantee executed by Sowers in favor of Orix Financial Services, Inc. for
and on behalf of PDC relating to certain equipment), and any and all known and unknown, seen and unforeseen
claims and damages and the consequences thereof, resulting from her association with PDC and or any of its
subsidiaries in any capacity whatsoever (including, but not limited to, any officer, director and/or employee
position(s)), subject to the indemnification provisions, if any, in: (x) PDC's Certificate of Incorporation, as
amended, and Bylaws, as amended, and as otherwise provided by applicable law; and (y) RRI's Articles of
Incorporation, as amended, Bylaws, and as otherwise provided by applicable law.

This Agreement shall inure to the benefit of and be binding upon each of the parties hereto and their respective
personal representatives, heirs, successors and assigns, as the case may be. Each of the parties hereto hereby
agree that this Agreement and each of PDC's and RRI's respective obligations hereunder shall not be assignable
without the prior written consent of all of the other parties hereto, which consent may be withheld in each of such
other parties' sole discretion and without any liability to any such party.

Each of PDC and RRI hereto represents and warrants that it has not previously assigned, transferred or
purported to assign or transfer to any person and/or entity any claim of any type whatsoever herein released
and/or discharged; claims herein released and/or discharged constitute all the matters which have been, are, or
could be asserted now or in the future by each of PDC and RRI against Sowers.

This Agreement shall be governed in all respects solely by the laws of the State of Florida without respect to
conflict or choice of law principles. Jurisdiction and venue in connection with any action and/or proceeding
relating to or arising out of this Agreement shall be solely in the federal and/or state courts located in Broward
County, Florida. In the event of any action and/or proceeding relating hereto or arising hereunder, the parties
hereto agree to submit any such action and/or proceeding solely to the exclusive jurisdiction and venue of the
federal and/or state courts located in Broward County, Florida. Each of the parties hereto willingly and knowingly
waives his/her/its right to a trial by jury in any such action and/or proceeding. The prevailing party in any such
action and/or proceeding shall be entitled to recover his/her/its reasonable attorney's fees and costs from the
other party.

In the event one or more of the provisions of this Agreement shall for any reason be held invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the validity, legality and
enforceability of any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or
unenforceable provision(s) had never

                                                       Page 2 of 3
been contained herein, provided that this Agreement as so modified preserves the basic intent of the parties.

As each of the parties hereto has had the opportunity to review this Agreement and its terms and conditions with
their respective counsel, the rule of construction that ambiguities shall be construed against the drafter shall not be
applicable.

This Agreement may be executed in counterparts and via telecopier, which when taken together shall constitute a
single agreement.

Each of the undersigned have hereunto executed this Agreement as of the date set forth above.

          P.D.C. Innovative Industries, Inc.,                                     Ragin' Ribs, Inc.,
          a Nevada corporation                                                    a Florida corporation



          By: /s/ James Cheatham                                                  By: /s/ Paul Smith
              ----------------------                                                 ----------------
              James Cheatham, Chief Executive Officer                             Paul Smith, President




          /s/ Sandra Sowers
          ------------------
          Sandra Sowers




                                                     Page 3 of 3
Exhibit 10.16

                               INDEMNITY AND RELEASE AGREEMENT

This Indemnity and Release Agreement (the "Agreement") is entered into as of the16th day of February 2004, by
and among P.D.C. Innovative Industries, Inc., a Nevada corporation ("PDC"), Ragin' Ribs, Inc., a Florida
corporation and wholly-owned subsidiary of PDC ("RRI"), and Fern Marlene Kennedy ("Kennedy").

WHEREAS, concurrent with the execution of this Agreement by all of the parties hereto, Kennedy is waiving any
and all accrued salary, if any, which may be due and owing to her by PDC and/or any subsidiary thereof, any and
all other compensation, if any and however characterized, which may be due and owing to Kennedy by PDC
and/or any subsidiary thereof, and waiving the repayment of any and all loans (including principal and interest
thereon), if any, accrued expenses, and all other debt, if any, however characterized, which may be due and
owing to Kennedy or previously made by Kennedy to PDC and/or any subsidiary thereof which have not been
repaid as of the date hereof (collectively, the "Waiver");

NOW THEREFORE, in consideration of such Waiver by Kennedy, and for such other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged by each of PDC and RRI, each of
PDC and RRI agree jointly and severally to:

Indemnify and hold harmless Kennedy, and her personal representatives, heirs, successors and assigns for a
period of three (3) years following the execution of this Agreement from and against any and all claims, damages
and liabilities, including reasonable attorneys' fees and costs in connection with and/or arising from any and all
claims, actions and/or proceedings that may be asserted or commenced by any person(s) and/or entity/entities
against Kennedy and/or her personal representatives, heirs, successors and assigns in connection with and/or
relating in any manner whatsoever to PDC and/or any subsidiary thereof, and/or its/their past, present and/or
future business and operations and/or her association therewith in any and all capacities whatsoever (including,
but not limited to, any officer, director and/or employee position(s)), subject to the indemnification provisions, if
any, in: (x) PDC's Certificate of Incorporation, as amended, and Bylaws, as amended, and as otherwise provided
by applicable law; and (y) RRI's Articles of Incorporation, as amended, Bylaws, and as otherwise provided by
applicable law.

Hereby remise, release, acquit, satisfy, and forever discharge Kennedy and her personal representatives, heirs,
successors and assigns, as the case may be, of and from all, and all manner of action and actions, cause and
causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants,
contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims
and demands whatsoever, in law or in equity, which each of PDC, RRI and each of their respective subsidiaries
ever had, now has, or hereafter can, shall or may have, and/or which any personal representative, successor, heir
or assign of which each of PDC, RRI and each of their respective subsidiaries ever had, now has, or hereafter
can, shall or may have, against Kennedy, and/or her personal representatives, heirs, successors and assigns, as
the case may be, for, upon or by reason of any matter, cause or thing whatsoever, from the beginning of the
world to the date hereof in connection with and/or relating

                                                    Page 1 of 3
in any manner whatsoever to PDC, RRI and each of their respective subsidiaries, and/or its/their past, present
and/or future business and operations and/or her association therewith in any and all capacities whatsoever
(including, but not limited to, any officer, director and/or employee position(s)), and any and all known and
unknown, seen and unforeseen claims and damages and the consequences thereof, resulting from her association
with PDC and or any of its subsidiaries in any capacity whatsoever (including, but not limited to, any officer,
director and/or employee position(s)), subject to the indemnification provisions, if any, in: (x) PDC's Certificate of
Incorporation, as amended, and Bylaws, as amended, and as otherwise provided by applicable law; and (y)
RRI's Articles of Incorporation, as amended, Bylaws, and as otherwise provided by applicable law.

This Agreement shall inure to the benefit of and be binding upon each of the parties hereto and their respective
personal representatives, heirs, successors and assigns, as the case may be. Each of the parties hereto hereby
agree that this Agreement and each of PDC's and RRI's respective obligations hereunder shall not be assignable
without the prior written consent of all of the other parties hereto, which consent may be withheld in each of such
other parties' sole discretion and without any liability to any such party.

Each of PDC and RRI hereto represents and warrants that it has not previously assigned, transferred or
purported to assign or transfer to any person and/or entity any claim of any type whatsoever herein released
and/or discharged; claims herein released and/or discharged constitute all the matters which have been, are, or
could be asserted now or in the future by each of PDC and RRI against Kennedy.

This Agreement shall be governed in all respects solely by the laws of the State of Florida without respect to
conflict or choice of law principles. Jurisdiction and venue in connection with any action and/or proceeding
relating to or arising out of this Agreement shall be solely in the federal and/or state courts located in Broward
County, Florida. In the event of any action and/or proceeding relating hereto or arising hereunder, the parties
hereto agree to submit any such action and/or proceeding solely to the exclusive jurisdiction and venue of the
federal and/or state courts located in Broward County, Florida. Each of the parties hereto willingly and knowingly
waives his/her/its right to a trial by jury in any such action and/or proceeding. The prevailing party in any such
action and/or proceeding shall be entitled to recover his/her/its reasonable attorney's fees and costs from the
other party.

In the event one or more of the provisions of this Agreement shall for any reason be held invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the validity, legality and
enforceability of any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or
unenforceable provision(s) had never been contained herein, provided that this Agreement as so modified
preserves the basic intent of the parties.

                                                       Page 2 of 3
As each of the parties hereto has had the opportunity to review this Agreement and its terms and conditions with
their respective counsel, the rule of construction that ambiguities shall be construed against the drafter shall not be
applicable.

This Agreement may be executed in counterparts and via telecopier, which when taken together shall constitute a
single agreement.

Each of the undersigned have hereunto executed this Agreement as of the date set forth above.

            P.D.C. Innovative Industries, Inc.,                              Ragin' Ribs, Inc.,
            a Nevada corporation                                             a Florida corporation



            By: /s/ James Cheatham                                           By: /s/ Paul Smith
               -------------------------                                        --------------------
               James Cheatham, Chief Executive Officer                          Paul Smith, President




            /s/ Fern Marlene Kennedy
            ----------------------------
            Fern Marlene Kennedy




                                                     Page 3 of 3
Exhibit 10.17

                               INDEMNITY AND RELEASE AGREEMENT

This Indemnity and Release Agreement (the "Agreement") is entered into as of the 16th day of February 2004,
by and among P.D.C. Innovative Industries, Inc., a Nevada corporation ("PDC"), Ragin' Ribs, Inc., a Florida
corporation and wholly-owned subsidiary of PDC ("RRI"), and Michael Hiler ("Hiler").

WHEREAS, concurrent with the execution of this Agreement by all of the parties hereto, Hiler is waiving any and
all accrued salary which may be due and owing to him by PDC and/ or any subsidiary thereof, any and all other
compensation, however characterized, which may be due and owing to Hiler by PDC and/or any subsidiary
thereof, and waiving the repayment of any and all loans (including principal and interest thereon), accrued
expenses, and all other debt, however characterized, which may be due and owing to Hiler or previously made
by Hiler to PDC and/or any subsidiary thereof which have not been repaid as of the date hereof (collectively, the
"Waiver");

NOW THEREFORE, in consideration of such Waiver by Hiler, and for such other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged by each of PDC and RRI, each of
PDC and RRI agree jointly and severally to:

Indemnify and hold harmless Hiler, and his personal representatives, heirs, successors and assigns for a period of
three (3) years following the execution of this Agreement from and against any and all claims, damages and
liabilities, including reasonable attorneys' fees and costs in connection with and/or arising from any and all claims,
actions and/or proceedings that may be asserted or commenced by any person(s) and/or entity/entities against
Hiler and/or his personal representatives, heirs, successors and assigns in connection with and/or relating in any
manner whatsoever to PDC and/or any subsidiary thereof, and/or its/their past, present and/or future business
and operations and/or his association therewith in any and all capacities whatsoever (including, but not limited to,
any officer, director and/or employee position(s)), subject to the indemnification provisions, if any, in: (x) PDC's
Certificate of Incorporation, as amended, and Bylaws, as amended, and as otherwise provided by applicable
law; and (y) RRI's Articles of Incorporation, as amended, Bylaws, and as otherwise provided by applicable law.

Hereby remise, release, acquit, satisfy, and forever discharge Hiler and his personal representatives, heirs,
successors and assigns, as the case may be, of and from all, and all manner of action and actions, cause and
causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants,
contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims
and demands whatsoever, in law or in equity, which each of PDC, RRI and each of their respective subsidiaries
ever had, now has, or hereafter can, shall or may have, and/or which any personal representative, successor, heir
or assign of which each of PDC, RRI and each of their respective subsidiaries ever had, now has, or hereafter
can, shall or may have, against Hiler, and/or his personal representatives, heirs, successors and assigns, as the
case may be, for, upon or by reason of any matter, cause or thing whatsoever, from the beginning of the world to
the date hereof in connection with and/or relating

                                                     Page 1 of 3
in any manner whatsoever to PDC, RRI and each of their respective subsidiaries, and/or its/their past, present
and/or future business and operations and/or her association therewith in any and all capacities whatsoever
(including, but not limited to, any officer, director and/or employee position(s)), and any and all known and
unknown, seen and unforeseen claims and damages and the consequences thereof, resulting from his association
with PDC and or any of its subsidiaries in any capacity whatsoever (including, but not limited to, any officer,
director and/or employee position(s)), subject to the indemnification provisions, if any, in: (x) PDC's Certificate of
Incorporation, as amended, and Bylaws, as amended, and as otherwise provided by applicable law; and (y)
RRI's Articles of Incorporation, as amended, Bylaws, and as otherwise provided by applicable law.

This Agreement shall inure to the benefit of and be binding upon each of the parties hereto and their respective
personal representatives, heirs, successors and assigns, as the case may be. Each of the parties hereto hereby
agree that this Agreement and each of PDC's and RRI's respective obligations hereunder shall not be assignable
without the prior written consent of all of the other parties hereto, which consent may be withheld in each of such
other parties' sole discretion and without any liability to any such party.

Each of PDC and RRI hereto represents and warrants that it has not previously assigned, transferred or
purported to assign or transfer to any person and/or entity any claim of any type whatsoever herein released
and/or discharged; claims herein released and/or discharged constitute all the matters which have been, are, or
could be asserted now or in the future by each of PDC and RRI against Hiler.

This Agreement shall be governed in all respects solely by the laws of the State of Florida without respect to
conflict or choice of law principles. Jurisdiction and venue in connection with any action and/or proceeding
relating to or arising out of this Agreement shall be solely in the federal and/or state courts located in Broward
County, Florida. In the event of any action and/or proceeding relating hereto or arising hereunder, the parties
hereto agree to submit any such action and/or proceeding solely to the exclusive jurisdiction and venue of the
federal and/or state courts located in Broward County, Florida. Each of the parties hereto willingly and knowingly
waives his/her/its right to a trial by jury in any such action and/or proceeding. The prevailing party in any such
action and/or proceeding shall be entitled to recover his/her/its reasonable attorney's fees and costs from the
other party.

In the event one or more of the provisions of this Agreement shall for any reason be held invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the validity, legality and
enforceability of any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or
unenforceable provision(s) had never been contained herein, provided that this Agreement as so modified
preserves the basic intent of the parties.

                                                       Page 2 of 3
As each of the parties hereto has had the opportunity to review this Agreement and its terms and conditions with
their respective counsel, the rule of construction that ambiguities shall be construed against the drafter shall not be
applicable.

This Agreement may be executed in counterparts and via telecopier, which when taken together shall constitute a
single agreement.

Each of the undersigned have hereunto executed this Agreement as of the date set forth above.

          P.D.C. Innovative Industries, Inc.,                                  Ragin' Ribs, Inc.,
          a Nevada corporation                                                 a Florida corporation




          By:/s/ James Cheatham                                                By:/s/ Paul Smith
             -----------------------                                              --------------------
               James Cheatham, Chief Executive Officer                            Paul Smith, President




          /s/ Michael Hiler
          -------------------------
          Michael Hiler




                                                     Page 3 of 3
Exhibit 10.18

                                    FINANCIAL PUBLIC RELATIONS
                                      CONSULTING AGREEMENT

THIS FINANCIAL PUBLIC RELATIONS CONSULTING AGREEMENT(the "Agreement"), made this 18th
day of February 2004, by and between P.D.C. Innovative Industries, Inc., a Nevada corporation, located at 501
South Dakota Avenue, Suite 1, Tampa, Florida 33606 (herein referred to as the "Company") and OTC Market
Watch Public Relations, Inc. a Florida corporation, located at 10504 NW 56th Drive, Coral Springs, Florida
33076 (hereinafter referred to as "Consultant") engaged in providing financial public relations services.

                                                WITNESSETH:

WHEREAS, the Company requires financial public relations services and desires to engage the Consultant to
provide such services as an independent contractor consultant; and

WHEREAS, the Consultant is desirous of providing such services to the Company as further delineated and on
the terms and conditions set forth herein;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
acknowledged by each of the parties hereto, the parties hereto, intending to be legally bound, agree as follows:

1. Appointment. The Company hereby appoints the Consultant as its financial public relations advisor and
consultant on an independent contractor and non-exclusive basis and hereby retains and engages the Consultant
on the terms and conditions set forth in this Agreement. Consultant accepts such appointment and agrees to
perform the services upon the terms and conditions of this Agreement.

2. Term. The term of this Agreement shall begin on the date first set forth above and shall terminate on the one-
year anniversary date thereof (the "Term"), unless earlier terminated as provided for in Paragraph 10 hereof.

3. Services

a.) The Consultant shall, generally, on a non-exclusive basis, as financial public relations advisor and consultant
act as and when requested by the Company: (1) as liaison between the Company and Consultant's database of
stockbrokers; (2) as liaison between the Company and the Company's shareholders;
(3) as an advisor to the Company with respect to existing and potential market makers, broker-dealers, and
investors as well as a liaison between the Company and such persons; and (4) as advisor to the Company with
respect to communications and information dissemination (e.g., interviews, press releases, financial media, etc.) as
well as planning, designing, developing, organizing,

                                                         1
writing and distributing such communications and information, with the exception of due diligence packages
which, in the instance of the desired distribution thereof to prospective investors, shall be effected by the
Company.

b.) In consultation with and as approved by the Company, the Consultant shall seek to make the Company, its
management, its products and/or services, and its financial situation and prospects, known to the financial press,
publications and TV financial news programs, financial talk shows, broker-dealers, institutional investors, market
makers, investment advisors, and other members of the financial community as well as the Internet financial media
and the public generally.

c.) Over the one year period that the Consultant has contracted with the Company, the Consultant will contact its
list of financial professionals, e-mailings may be sent (opt-in lists) and other various methods of information
dissemination will be made that call attention to the corporate information, news releases and other developments
that are deemed to be newsworthy.

4. Limitations on Services. The parties recognize that certain responsibilities and obligations are imposed by
federal and state securities laws and by the applicable rules and regulations of stock exchanges, the National
Association of Securities Dealers, Inc.. in-house "due diligence" or "compliance" departments of stock brokerage
firms, etc. Accordingly, the Consultant agrees that:

a.) the Consultant shall not release any financial or other information or data about the Company without the
express prior consent and approval of the Company, which consent and approval shall be evidenced by the
signature of the Company's President or Chief Executive Officer on such proposed release;

b.) the Consultant shall not conduct any meetings with any prospective financial investors without the express
prior consent and approval of the Company of the proposed meeting and the format or agenda of such meeting,
in which case, if approved, the Company may elect to have a representative attend such meeting;

c.) the Consultant shall not release any information or data about the Company to any selected or limited person
(s), entity, or group if the Consultant is aware that such information or data has not been previously generally
released or promulgated; and

d.) after notice by the Company of filing for a proposed public offering of securities of the Company, and during
any period of restriction on publicity, the Consultant shall not engage in any public relations efforts without the
prior approval of counsel for the Company and of counsel for the underwriter(s), if any.

e.) Consultant and Company hereby agree, attest and acknowledge that they will not be a party to non-disclosed
payments to stockbrokers or others to induce the sale of the Company's securities to investors.

                                                         2
5. Duties of the Company. During the Term:

a.) as the Company deems appropriate, the Company shall supply the Consultant, on a regular and timely basis
with all Company approved data and information about the Company, its management, its products and/or
services and its operations and the Company shall use reasonable efforts to advise the Consultant of any facts
which would affect the accuracy of any prior data and information previously supplied to the Consultant so that
the Consultant may take corrective action.

b.) the Company shall promptly supply the Consultant with full and complete copies of all filings with all federal
and state securities agencies; with full and complete copies of all shareholder reports and communications
whether or not prepared with the Consultant's assistance; and as the Company deems appropriate with all data
and information supplied to any analyst, broker-dealer, market maker, or other member of the financial
community; and as the Company deems appropriate, with all product/services brochures, sales materials, etc.
(i.e. due diligence material), as/if information is/may be needed.

c.) the Company shall promptly notify Consultant of the filing of any registration statement for the sale of securities
and/or of any other event(s) which requires any restrictions on publicity. The Company shall contemporaneously
notify Consultant if any information or data being supplied by the Company to the Consultant has not been
generally publicly released, in which case the Consultant agrees to hold any and all of such information on a
confidential basis and not disclose same to anyone without the Company's prior written approval, unless,
subsequent to such information or data being provided to the Consultant, the Company has itself publicly
disclosed such information.

d.) the Company shall provide the Consultant a current list of shareholders at the end of each quarter.

6. Representations and Indemnification.

a.) The Company shall be deemed to make a representation of the accuracy of any and all material facts,
material, information, and data which it supplies to the Consultant as of the date it supplies such information and
data to the Consultant and the Company acknowledges its awareness that the Consultant will rely on such
representation in disseminating such information and otherwise performing its financial public relations functions
hereunder.

b.) The Consultant will regularly consult with the Company in order to ensure that it has current materially
accurate information pertaining to the Company. The Consultant will not use, disclose, sell, publish or otherwise
make available any information pertaining to the Company in any manner or to any person for any purpose other
than as expressly provided for herein and will comply in all respects with all applicable federal and state securities
laws, rules and regulations in performing its duties hereunder, including but not limited to making appropriate
public disclosures concerning its compensation hereunder

                                                          3
and concerning its acquisition, if at all, of shares of the Company's common stock in open market transactions, or
otherwise.

c.) The Consultant represents and warrants to the Company, which shall be a continuing representation as to
each monthly tranche of shares of the Company's restricted stock to be acquired by the Consultant pursuant
hereto that: (1) the Consultant is an accredited investor, as such term is defined under the Securities Act of 1933,
as amended (the "Securities Act") and/or other otherwise has such knowledge and experience in financial,
business and investment matters that the Consultant considers itself a sophisticated investor capable of
understanding the risks involved concerning the Company and the shares of the Company's common stock it is
and will be acquiring pursuant hereto; (2) such shares are restricted securities within the meaning of the Securities
Act and accordingly, cannot be sold or otherwise transferred by the Consultant absent registration under the
Securities Act, which the Company has no obligation to so effect, or an exemption therefrom; and (3) that the
shares are being acquired by the Consultant with investment intent and not with a view toward the distribution
thereof.

d.) The Company hereby agrees to indemnify the Consultant, its officers, directors, employees and agents
(collectively, the "Consultant Indemnitees") from and against, and to hold each of the Consultant Indemnitees
harmless from, any claims, demands, suits, loss, damages (including reasonable attorney's fees and costs) relating
to any materially inaccurate information it supplied to the Consultant if it was materially inaccurate at the time it
was supplied, provided such information was used by the Consultant in accordance with the express terms
hereof.

e.) The Consultant will indemnify the Company, its officers, directors, employees and agents (collectively, the
"Company Indemnitees") from and against, and hold each of the Company Indemnitees harmless from, any
claims, demands, suits, loss, damages (including reasonable attorney's fees and costs) arising out of or relating to
any breach by the Consultant of its obligations hereunder or as a result of its negligence or misconduct in
disseminating information regarding the Company or otherwise in its provision of services to the Company.

7. Compensation; Fees and Expenses. In consideration for the services to be provided by the Consultant
pursuant to the terms and conditions hereof, the Consultant shall be paid by the Company during the Term, unless
earlier terminated, a monthly fee of $2,000.00 commencing as of the date hereof and payable every four (4)
weeks from the date first set forth above, with all such monthly fees being subject to accrual and payment only in
the event of the Company's receipt of full funding in the gross amount of $350,000 from its currently planned
private placement offering. In addition, promptly following the execution hereof by the parties hereto, the
Company shall issue to the Consultant 1,000,000 shares of the Company's restricted common stock. The
Consultant shall not incur any fees or expenses for or on behalf of the Company unless pre-approved by the
Company. The Consultant acknowledges that it is an accredited investor, as such phrase is defined under the
Securities Act of 1933, as amended, and/or has such knowledge and experience in financial and business matters
that it is capable and does understand the risks associated with an investment in the Company.

                                                          4
8. Billing and Payment. The monthly basic fee provided for in Paragraph 7 shall be due and payable without
billing. Billings and payments for any additional or special services not enumerated herein shall be as may be
subsequently agreed to by the parties hereto.

9. Relationship of Parties. The Consultant is a Florida corporation, responsible for compensation of its agents,
employees and representatives, as well as all applicable withholding therefrom and taxes thereon (including but no
limited to unemployment compensation and all workmen's compensation insurance). This Agreement does not
establish any partnership, joint venture, or other business entity or association between the parties and neither
party is intended to have any interest in the business or property of the other (other than, in the case of the
Consultant, becoming a shareholder in the Company).

10. Termination Prior to Expiration of Term. This Agreement may be terminated by either party with or without
cause prior to the expiration of the Term provided in Paragraph 2 above only in writing upon ten days prior
notice. In such event, the Company shall be responsible for all fees earned and costs and expenses pre-approved
by the Company and incurred by the Consultant through the termination date.

11. Attorneys' Fees and Costs. The prevailing party in any action and/or proceeding arising out of or relating to
this Agreement shall be entitled to recover from the other party all reasonable attorneys' fees and costs incurred.

12. Waiver of Breach. The waiver by either party of a breach of any provision of this Agreement by the other
party shall not operate or be construed as a waiver of any subsequent breach by the other party.

13. Assignment. This Agreement and the rights and obligations hereunder may not be assigned by either party
hereto without the prior express written consent of the other party hereto. Notwithstanding the foregoing, it is
expressly understood and agreed that the Consultant may retain the services of third parties to research, conduct
due diligence and write research and related reports about the Company which may be utilized by the Consultant
in performing its obligations hereunder. The rights and obligations of the parties under this Agreement shall inure
to the benefit of, and shall be binding upon, the successors and permitted assigns of the parties hereto.

14. Notices. Any notice required or permitted to be given under this Agreement or pursuant hereto shall be in
writing and shall be deemed given and shall be effective upon receipt if delivered by hand, or sent by certified or
registered U.S. mail, postage prepaid and return receipt requested, or by prepaid overnight express service or via
telecopier (upon receipt by the sender of a printed confirmation of such transmission). Notices shall be sent to the
parties at the following addresses (or at such other address for a party as shall be specified by like notice;
provided that such notice shall be effective only upon receipt thereof):

                                                         5
                            if to Company:        501 South Dakota Avenue, Suite 1
                                                  Tampa, Florida 33606
                                                  Attention: President
                                                  Telecopier No. (813-258-0613)

                            if to Consultant: 10504 NW 56th Drive
                                              Coral Springs, Florida 33076
                                              Attention: President
                                              Telecopier No. (954-341-3165)




15. Entire Agreement: Titles and Headings; Execution in Counterparts. This Agreement contains the entire
agreement of the parties hereto and may be modified or changed only by an agreement in writing, signed by the
party against whom enforcement of any modification or change is sought. If any provision of this Agreement is
declared void, such provision shall be deemed severed by this Agreement, which shall otherwise remain in full
force and effect. Titles and headings to paragraphs are for convenience of reference only and are not intended to
effect the meaning or interpretation of this Agreement. This Agreement may be executed in counterparts and via
telecopier.

16. Governing Law, Jurisdiction, Venue. This Agreement shall be governed by and construed solely in
accordance with the laws of the State of Florida, without giving effect to conflict of law principles. Jurisdiction
and venue for any action and/or proceeding relating to or arising out of this Agreement shall be solely in the
federal and/or state courts located in Broward County, Florida. Each of the parties hereto waives trail by jury.

17. Interpretation; Rule of Construction That Ambiguities are to Construed Against the Drafter Not Applicable.
This parties to this Agreement acknowledge that they have each carefully read and reviewed this Agreement with
their respective counsel, and therefore, agree that the rule of construction that ambiguities shall be construed
against the drafter shall not be applicable.

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have executed this Agreement as of
the date first set forth above.

          Consultant:                                                              Company:

          OTC Market Watch Public Relations, Inc.                 P.D.C. Innovative Industries, Inc.


          By:/s/ Michael Hiler                                    By:/s/ Paul Smith
             --------------------------                              -------------------------------
             Michael Hiler, President                                Paul Smith, President




                                                          6
EXHIBIT 10.19

                             ADVISORY AND CONSULTING AGREEMENT

THIS ADVISORY AND CONSULTING AGREEMENT (THE "AGREEMENT") IS MADE this 16 day of
February 2004, by and between P.D.C. Innovative Industries, Inc., a Nevada corporation, located at 501 S.
Dakota Avenue, Suite 1, Tampa, Florida 33606 (herein referred to as the "Company") and FFRC Holdings,
Inc., a Florida corporation, located at 1499 West Palmetto Park Road, Suite 314, Boca Raton, Fl 33486
(hereinafter referred to as "Consultant") engaged in providing financial and compliance consulting.

                                                WITNESSETH:

WHEREAS, the Company desires to be provided with certain advisory and consulting services, and desires to
engage the Consultant to provide such services on an independent contractor basis; and

WHEREAS, the Consultant is desirous of providing such services to the Company as further delineated and on
the terms and conditions set forth herein;

WHEREAS, the parties acknowledge and agree that the Consultant has rendered, and will continue to render,
valuable services to the Company pursuant to the terms of this Agreement;

WHEREAS, this Agreement shall govern the relationship between the parties hereto and supersedes all previous
agreements between them, either written or oral, heretofore made;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
acknowledged by each of the parties hereto, the parties hereto, intending to be legally bound, agree as follows:

1. Appointment. The Company hereby appoints the Consultant on non-exclusive independent contractor basis to
provide the Company with certain business, financial and compliance related advisory and consulting services,
and engages the Consultant on the terms and conditions set forth in this Agreement. Consultant accepts such
appointment and agrees to perform the services upon the terms and conditions set forth in this Agreement.

2. Term. The term of this Agreement shall begin on the date first set forth above and shall terminate on the one-
year anniversary date thereof (the "Term"), unless earlier terminated as provided for in Paragraph 9 hereof.

3. Services

a) The Consultant shall, generally, on a non-exclusive basis, as to certain business, financial and compliance
related matters, serve as an advisor and consultant to the Company and provided such services relating thereto as
requested by the Company, from time to time, upon prior reasonable notice.

                                                         1
4. Compensation

a) For services previously rendered and to be rendered by the Consultant, promptly following the execution of
this Agreement by both parties hereto, the Company shall issue 3,000,000 restricted shares of the Company's
common stock, par value $.001 per share (the "Shares") to the Consultant's parent company, Des Arrollo
Corporativo Logonet ("Logonet"), a Grand Cayman corporation. Such Shares shall be deemed earned upon
receipt due to the Consultant making itself available for the engagement hereunder.

b) The Consultant acknowledges that each of the Consultant and Logonet is an accredited investor, as such
phrase is defined under the Securities Act of 1933, as amended (the "Securities Act"), and/or has such
knowledge and experience in financial and business matters that each is capable and does understand the risks
associated with an investment in the Company.

5. Registration Rights. The Company and Consultant agree that 1,000,000 of the Shares shall be subject to a
onetime demand registration right during the Term, which registration, if undertaken, shall be solely at the cost and
expense of the Consultant and/or Logonet, including but not limited to Company counsel fees and costs, fees and
costs of counsel to the Consultant and/or Logonet, if any, auditor review and related fees, federal and state filing
fees, and transfer agent and printing fees.

In the event the Consultant exercises its rights for demand registration pursuant to the terms and conditions set
forth herein, the Company may, in its sole discretion, without any liability to the Company, also include other
shareholders of the Company in the registration statement, and the Company and/or such shareholders shall pay
its/their prorated share of the registration fees and related costs associated therewith.

In the event the Company on its own volition seeks to file a registration statement with the U.S. Securities and
Exchange Commission ("SEC") during the Term, the Company shall provide the Consultant with reasonable prior
notice thereof and if so desired by the Consultant, shall, subject to the following sentence, permit the Consultant
to "piggyback" 1,000,000 of the Shares in such registration statement at the Company's sole cost and expense
(excluding, however, the fees and expenses of the Consultant's and/or Logonet's own counsel, if any).

6. No Resale Restrictions. It is expressly agreed and acknowledged by the parties hereto that once the Shares
are eligible for public resale (either pursuant to a registration statement declared effective by the SEC or pursuant
to Rule 144 under the Securities Act), that Logonet shall be entitled to sell such number of the Shares as it may
be eligible to sell in accordance with all applicable laws, rules and regulations and otherwise in its sole discretion.

7. Confidentiality. Consultant shall not, at any time during or after the Term of this Agreement, directly or
indirectly disclose to or use for the benefit of anyone other than the Company, any secret or confidential
information or knowledge obtained or acquired by the Consultant during

                                                           2
the Term of this Agreement related to the current or planned business of the Company. Any and all materials in
whatever form which may be provided by the Company to the Consultant are the sole and exclusive property of
the Company and shall be promptly returned by the Consultant to the Company, including any and all thereof
and/or notes pertaining thereto in whatever form, as may be so requested by the Company.

8. Relationship of Parties. The Consultant is a Florida corporation, responsible for compensation of its agents,
employees and representatives, as well as all applicable withholding therefrom and taxes thereon (including but no
limited to unemployment compensation and all workmen's compensation insurance). This Agreement does not
establish any partnership, joint venture, or other business entity or association between the parties and neither
party is intended to have any interest in the business or property of the other (other than, in the case of the
Consultant, becoming a shareholder in the Company).

9. Termination Prior to Expiration of Term. This Agreement may be terminated by either party with or without
cause prior to the expiration of the Term provided in Paragraph 2 above only in writing upon thirty (30) days
prior written notice.

10. Attorneys' Fees and Costs. The prevailing party in any action and/or proceeding relating to or arising out of
this Agreement shall be entitled to recover from the other party all reasonable attorneys' fees and costs incurred.

11. Waiver of Breach. The waiver by either party of a breach of any provision of this Agreement by the other
party shall not operate or be construed as a waiver of any subsequent breach by the other party.

12. Assignment. This Agreement and the rights and obligations hereunder may not be assigned by either party
hereto without the prior express written consent of the other party hereto. The rights and obligations of the parties
under this Agreement shall inure to the benefit of, and shall be binding upon, the successors and permitted assigns
of the parties hereto.

13. Notices. Any notice required or permitted to be given under this Agreement or pursuant hereto shall be in
writing and shall be deemed given and shall be effective upon receipt if delivered by hand, or sent by certified or
registered U.S. mail, postage prepaid and return receipt requested, or by prepaid overnight express service or via
telecopier (upon receipt by the sender of a printed confirmation of such transmission). Notices shall be sent to the
parties at the following addresses (or at such other address for a party as shall be specified by like notice;
provided that such notice shall be effective only upon receipt thereof):

                     if to Company:                   P.D.C. Innovative Industries, Inc.
                                                      501 South Dakota Avenue, Suite 1
                                                      Tampa, Florida 33606
                                                      Attention: President
                                                      Telecopier No. (813-258-0613)




                                                         3
                                                   HNSHMA

                         if to Consultant:              FFRC Holdings, Inc.
                                                        1499 West Palmetto Park Rd
                                                        Suite 314
                                                        Boca Raton, FL 33486
                                                        Attention: President
                                                        Telecopier No. (561) 620-9108




14. Entire Agreement: Titles and Headings: Execution in Counterparts. This Agreement contains the entire
agreement of the parties hereto and may be modified or changed only by an agreement in writing, signed by the
party against whom enforcement of any modification or change is sought. If any provision of this Agreement is
declared void, such provision shall be deemed severed by this Agreement, which shall otherwise remain in full
force and effect. Titles and headings to paragraphs are for convenience of reference only and are not intended to
effect the meaning or interpretation of this Agreement. This Agreement may be executed in counterparts and via
telecopier.

15. Governing Law. Jurisdiction. Venue: Jury Trial. This Agreement shall be governed by and construed solely in
accordance with the laws of the State of Florida, without giving effect to conflict of law principles. Jurisdiction
and venue for any action and/or proceeding relating to or arising out of this Agreement shall be solely in the
federal and/or state courts located in Broward County, Florida. Each of the parties hereto waives trail by jury.

16. Interpretation: Rule of Construction That Ambiguities are to Construed Against the Drafter Not Applicable.
This parties to this Agreement acknowledge that they have each carefully read and reviewed this Agreement with
their respective counsel, and therefore, agree that the rule of construction that ambiguities shall be construed
against the drafter shall not be applicable.

17. Counterparts. This Agreement may be executed in one or more counterparts and via telecopier, each of
which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have executed this Agreement as of
the date first set forth above.

          Consultant:                                           Company:
          FFRC Holdings, Inc.                                   P.D.C. Innovative Industries, Inc.

          By: /s/ Anny Barahona                                 By: /s/ Paul Smith
             ----------------------------                           --------------------------
                Anny Barahona, President                               Paul Smith, President




                                                         4
                                                 EXHIBIT 10.20

                                       EMPLOYMENT AGREEMENT

This Employment Agreement dated this 1st day of June, 2002 sets forth the terms and conditions of employment
between Ragin' Ribs International, Inc. (herein referred to as the "Company') and James B. Cheatham (herein
referred to as the "Employee").

1. Position. The Employee's position is Chairman, Chief Executive Officer and President of the Company

2. Employment; Compensation. The company hereby employs or continues to employ employee as an employee,
on the terms and conditions set forth herein, and Employee accepts such employment. Employee's employment
and compensation may be terminated by the Company at any time, with or without cause. The Board of
Directors of the Company or its designee hereunder shall determine Employee's salary and compensation for
services.

The Employee will receive an annual salary $120,000.00 payable consistent with company policy, which
currently is in twenty-six equal payments. Additionally, the Employee will receive:

a) Company car with monthly lease payments not to exceed $550.00. Company to pay for all costs of car;

b) The Company will pay all business related expenses. Company will provide Employee with a Company credit
card;

c) Employees compensation may be reviewed by the Company at any time but no less one per year.

3. Duties and Responsibilities. Employee shall devote best efforts to the duties and responsibilities assigned by the
Company, and shall abide by this Agreement and the Company's Operations Policies. The Employee will receive
the title of Chairman, Chief Executive Officer and President of the Company and report directly to the Board of
Directors of the Company.

4. Confidential Information. Employee shall not disclose to any person whatsoever or use any trade secrets or
Confidential information of the Company. This paragraph shall be effective during the term hereof and for one (1)
year after termination of employment.

5. Company Property. Employee shall, upon request of the Company, and without request promptly on
termination of employment, deliver all Company Property in Employee's possession or control to the Company.
Employee acknowledges and agrees that title to all Company Property is vested in the Company.

                                                    Page 1 of 2
6. Assignability. The services to be performed by Employee pursuant to the Agreement are unique and
accordingly, Employee shall not have the power to assign this Agreement or Employee's performance of
Employee's duties and obligations pursuant to this Agreement. The Employer has the right to assign this
agreement.

7. Choice of Law. This Agreement may be executed in one or more counterparts, each of which shall be deemed
original, but all of which shall together constitute one and the same instrument. The Agreement shall be governed
by and construed and enforced in accordance with the laws of the State of Florida. The parties agree that any
disputes concerning the interpretation, validity, enforceability, and to exercise any remedies from an alleged
breach hereof shall be adjudicated in the Superior Court for the county where the Seller's principal executed
office is located at the time of the dispute, or the applicable district and division of a federal court having venue
for disputes in the same county.

8. Entire Agreement. This Agreement contains the entire understanding and agreement between the parties and all
promises, representations, warranties or inducements made by either party to the other, not specifically made in
writing or made a part hereof by reference, or expressly superseded and should have no force or effect
whatsoever. This Agreement may not be amended except in writing signed by both parties.

9. Binding Effect. This Agreement shall be governed by the laws of the State of Florida and shall be binding upon
and inure to the benefit of each respective party's heirs, successors, legal representatives, executors and assigns.

Signed this 1st day of June, 2002

                                                THE COMPANY

                                  RAGIN' RIBS INTERNATIONAL, INC.

                                    By: /s/ James Cheatham
                                       ---------------------------------
                                         Member of Board of Directors




                                                THE EMPLOYEE

                                               /s/ James Cheatham
                                               James E. Cheatham




                                                    Page 2 of 2
EXHIBIT 31.1

                                                 CERTIFICATION

I, James Cheatham, certify that:

1. I have reviewed this annual report on Form 10-KSB of P.D.C. Innovative Industries, Inc.

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this annual report.

3. Based on my knowledge, the financial statements, and other financial information included in this annual report,
fairly present in all material respects the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this annual report.

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and
have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this annual report based on such evaluation; and

c) disclosed in this annual report any change in the registrant's internal control over financial reporting that
occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of annual
report) that has materially affected or is reasonably likely to materially affect the registrant's internal control over
financial reporting; and

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and
report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in
the registrant's internal controls over financial reporting.

              Signature                            Title                                         Date
              ---------                            -----                                         ----

          /s/ James Cheatham              Chief Executive Officer                           April 28, 2004
          ------------------              (Principal Executive Officer)
          James Cheatham
EXHIBIT 31.2

                                                 CERTIFICATION

I, Paul Smith, certify that:

1. I have reviewed this annual report on Form 10-KSB of P.D.C. Innovative Industries, Inc.

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this annual report.

3. Based on my knowledge, the financial statements, and other financial information included in this annual report,
fairly present in all material respects the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this annual report.

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and
have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this annual report based on such evaluation; and

c) disclosed in this annual report any change in the registrant's internal control over financial reporting that
occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of annual
report) that has materially affected or is reasonably likely to materially affect the registrant's internal control over
financial reporting; and

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and
report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in
the registrant's internal controls over financial reporting.

             Signature                           Title                                           Date
             ---------                           -----                                           ----

          /s/ Paul Smith             President, Secretary, Treasurer                       April 28,     2004
          --------------             (Principal Executive Officer)
          Paul Smith
EXHIBIT 31.3

                                                 CERTIFICATION

I, Jay Ostrow, certify that:

1. I have reviewed this annual report on Form 10-KSB of P.D.C. Innovative Industries, Inc.

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this annual report.

3. Based on my knowledge, the financial statements, and other financial information included in this annual report,
fairly present in all material respects the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this annual report.

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and
have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this annual report based on such evaluation; and

c) disclosed in this annual report any change in the registrant's internal control over financial reporting that
occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of annual
report) that has materially affected or is reasonably likely to materially affect the registrant's internal control over
financial reporting; and

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and
report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in
the registrant's internal controls over financial reporting.

              Signature                          Title                                       Date
              ---------                          -----                                       ----

           /s/ Jay Ostrow           Chief Financial Officer, Principal
           --------------           Financial and Accounting Officer                      April 28,    2004
           Jay Ostrow
EXHIBIT 32.1

                      CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
                           AS ADOPTED PURSUANT TO SECTION 906
                            OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of P.D.C. Innovative Industries, Inc. (the "Company") on Form 10-KSB
for the period ending December 31, 2003 as filed with the Securities and Exchange Commission on the date
hereof (the "Report"), I, James Cheatham, Chief Executive Officer, Principal Executive Officer and Chairman of
the Board of Directors, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-
Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.

          Date: April 28, 2004

                                                      /s/ James Cheatham
                                                      --------------------------------------------
                                                      James Cheatham
                                                      Chief Executive Officer, Principal Executive
                                                      Officer and Chairman of the Board of
                                                      Directors
EXHIBIT 32.2

                      CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
                           AS ADOPTED PURSUANT TO SECTION 906
                            OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of P.D.C. Innovative Industries, Inc. (the "Company") on Form 10-KSB
for the period ending December 31, 2003 as filed with the Securities and Exchange Commission on the date
hereof (the "Report"), I, Paul Smith, President, Secretary, Treasurer and Principal Executive Officer, certify,
pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that to the
best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.

          Date: April 28, 2004

                                                     /s/ Paul Smith
                                                     ---------------------------------------------
                                                     Paul Smith
                                                     President, Secretary, Treasurer and Principal
                                                     Executive Officer
EXHIBIT 32.3

                      CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
                           AS ADOPTED PURSUANT TO SECTION 906
                            OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of P.D.C. Innovative Industries, Inc. (the "Company") on Form 10-KSB
for the period ending December 31, 2003 as filed with the Securities and Exchange Commission on the date
hereof (the "Report"), I, Jay Ostrow, Chief Financial Officer, certify, pursuant to 18 U.S.C. ss. 1350, as adopted
pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.

          Date: April 28, 2004

                                                                                /s/ Jay Ostrow
                                                                                -----------------------
                                                                                Jay Ostrow
                                                                                Chief Financial Officer

								
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