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Franchise Agreement - Hooters America Inc. and Butterwings of Wisconsin Inc.

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                               Franchise Agreement



                                     between


                              Hooters America, Inc.
                             4501 Circle 75 Parkway
                                  Suite E-5110
                             Atlanta, Georgia 30339
                                 (404) 951-2040





                                       and




                         Butterwings of Wisconsin, Inc.
                              c/o Harvey L. Temkin
                               1st Wisconsin Plaza
                             1 South Pinckney Street
                          Madison, Wisconsin 53701-1497



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                  HOOTERS OF AMERICA, INC. FRANCHISE AGREEMENT
                                TABLE OF CONTENTS
                                                                            Page

        RECITALS..............................................................1

I.      GRANT ............................................................... 2

II.     TERM AND RENEWAL .....................................................4

III.    HOOTERS OF AMERICA/S OBLIGATIONS .....................................4

IV.     FEES  ................................................................6

V.      DUTIES OF FRANCHISEE..................................................8

VI.     PROPRIETARY MARKS....................................................19

Vii.    HOOTERS OF AMERICA'S MANUALS.........................................22
 
Viii.   CONFIDENTIAL INFORMATION.............................................23

IX.     ACCOUNTING AND RECORDS...............................................23

X.      ADVERTISING..........................................................26

Xi.     INSURANCE............................................................29

Xii.    TRANSFER OF INTEREST.................................................31

Xiii.   DEFAULT AND TERMINATION..............................................37

XIV.    OBLIGATIONS UPON TERMINATION OR EXPIRATION...........................43

XV.     COVENANTS............................................................45

XVI.    TAXES, PERMITS, AND INDEBTEDNESS.....................................48

XVII.   INDEPENDENT CONTRACTOR...............................................48

XVIII.  INDEMNIFICATION......................................................49

XIX.    APPROVALS AND WAIVERS................................................52

XX.     NOTICES..............................................................52

XXI.    ENTIRE AGREEMENT.....................................................53

XXII.   SEVERABILITY AND CONSTRUCTION........................................53



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 XXIII. FORCE MAJEURE........................................................54

 XXIV.  APPLICABLE LAW.......................................................55

 XXV.   ACKNOWLEDGMENTS......................................................55



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                            HOOTERS OF AMERICA, INC.
                               FRANCHISE AGREEMENT

        THIS  AGREEMENT  is made and  entered  into  October 31,  1993,  between
HOOTERS OF AMERICA, INC. , f /k/a Neighborhood  Restaurants of America, Inc. , a
Georgia  corporation  with  offices at 4501  Circle 75  Parkway,  Suite  E-5110,
Atlanta,  Georgia 3 03 3 9 (hereinafter  "Hooters of America" or "Franchisor") ,
and BUTTERWINGS OF WISCONSIN, INC. hereinafter "Franchisee").

                                    RECITALS

        1.  Hooters  of America  has  entered  into an  exclusive  license  with
Hooters,  Inc., a Florida  corporation,  dated July 21, 1984, as amended, to use
certain  trademarks,  service marks and other  property in  connection  with the
operation  of  restaurants  (the  "License   Agreement")  and  has  developed  a
distinctive  system (the "Hooters System 11) for the establishment and operation
of a franchised restaurant offering a limited menu featuring seafood and chicken
wings along with beer and wine.

        2. The Hooters  System  features a  distinctive  exterior  and  interior
restaurant  design,  trade  dress  decor and color  scheme;  uniform  standards,
specifications,  and procedures for operations;  procedures for quality control;
training  and  ongoing  operational  assistance;   advertising  and  promotional
programs;  all of which may be  changed,  improved,  and  further  developed  by
Hooters of America from time to time.

        3. Hooters of America  identifies the Hooters System by means of certain
trade names, service marks,  trademarks,  logos, emblems,  trade dress and other
indicia of origin,  including  but not limited to the mark  "Hooters."  and such
other  trade  names,  service  marks,  trademarks  and  trade  dress  as are now
designated  (and may  hereafter be  designated by Hooters of America in writing)
for use in  connection  with the  Hooters  System  (hereinafter  referred  to as
"Proprietary Marks"

        4. Hooters of America continues to develop,  use, and control the use of
such  Proprietary  Marks to identify  for the public the source of services  and
products marketed  thereunder and under the Hooters System, and to represent the
Hooters System's high standards of consistent quality, appearance, and service.

     5.  Franchisee  desires to enter into the  business of  operating a Hooters
Restaurant  under the  Hooters  System  and  wishes to obtain a  franchise  from
Hooters of America  for that  purpose,  as well as to receive the  training  and
other assistance provided by Hooters of America in connection therewith.

     6.  Franchisee  understands and  acknowledges  the importance of Hooters of
America's high standards of. quality,  cleanliness,  appearance, and service and
the necessity of operating the franchised  business.  in conformity with Hooters
of America's standards and specifications.

        In consideration of these premises and the commitments set forth herein,
the parties hereby agree as follows:


I.   GRANT

     A.   Hooters of America  hereby  grants to  Franchisee,  upon the terms and
          conditions herein contained and subject to the License Agreement,  the
          right,   license,  and  privilege,   and  Franchisee   undertakes  the
          obligation,  to operate a Hooters Restaurant  (hereinafter referred to
          as the "Restaurant" or the "Franchised Business") and to use solely in
          connection  therewith the Proprietary Marks and the Hooters System, as
          they may be  changed,  improved,  and further  developed  from time to
          time, only at the approved location as provided in Section I.B.

     B.   The address of the location  approved  hereunder is: Approved location
          to  be  determined  at  a  later  date   (hereinafter   the  "Approved
          Location").  Franchisee  shall not  relocate the  Franchised  Business
          without  the  express  prior  written  consent of Hooters of  America.
          During  the term of this  Agreement,  Hooters  of  America  shall  not
          establish, nor license another party or entity to establish, a Hooters
          Restaurant  under the Hooters System within a radius of five (5) miles
          from the Approved Location (hereinafter the "Protected Territory").

     C.   Franchisee  shall  complete  the  construction  of the  Restaurant  in
          accordance with the provisions and requirements of Section V(G) hereof
          (the "Construction") and shall open the Restaurant for business within
          six (6) months of the date of  execution of this  Franchise  Agreement
          (the "Opening Date") ; provided ' however,  that Franchisee shall have
          the right to substitute a different  site, if such  different  site is
          acceptable to Franchisor,  within sixty (60) days of execution of this
          Agreement.  Franchisor  may  grant  Franchisee  one  thirty  (30)  day
          extension  past  the six  months  allotted  within  which  to open the
          Restaurant;  provided,  however,  that Franchisee shall pay Hooters of
          America  a  non-refundable  extension  fee of Five  Thousand  ($5,000)
          Dollars  for  such  right  contemporaneously  with  the  grant of such
          extension by Hooters of America.

          Provided that the  Franchisee  has made full and complete  application
          for all  building  permits,  beer and  wine  licenses,  and all  other
          permits required to open a Hooters  restaurant,  within 60 days of the
          execution date of this agreement,  Franchisor may agree to grant up to
          three (3) thirty (30) day  extensions to obtain all necessary  permits
          if the  delay was due to  causes  beyond  the  reasonable  control  of
          Franchisee  ' which  agreement  of  Hooters  of  America  will  not be
          unreasonably  withheld.  Franchisee must submit  documentation  of the
          status of the  applications)  ten (10) days  prior to the date of each
          thirty  (30)  day  extension   requested.   Upon  the  grant  of  such
          extensions)   by  Hooters  of  America,   the  Opening  Date  will  be
          commensurately extended.

          Should the  Franchisee be unable to obtain all  necessary  permits and
          licenses during the stated period and extension time period or periods
          as a result of causes  beyond the  reasonable  control  of  Franchisee
          (unless the  requirement for the issuance of such permits and licenses
          is waived in writing by Franchisor),  this  Agreement,  and any Option
          Addendum,  shall be deemed  terminated upon written notice from either
          Franchisee  or  Franchisor  to the other,  without  the  necessity  of
          further  action by either  party or further  documentation.  Upon such
          termination,  the  Franchisor  shall  retain  one-third  (1/3)  of the
          Franchise Fee as a Termination Fee,  two-thirds (2/3) of the Franchise
          Fee and one hundred percent (100%) of any pre-paid option fees will be
          refunded to the  Franchisee  within  thirty (30) days of the notice by
          Franchisor of the termination of this Agreement.

     D.   During the term of this Agreement, the Approved Location shall be used
          exclusively  for  the  purpose  of  operating  a  franchised   Hooters
          Restaurant. In the event the building shall be damaged or destroyed by
          fire or other casualty, or be required to be repaired or reconstructed
          by any governmental authority,  Franchisee shall commence the required
          repair or  reconstruction of the building within ninety (90) days from
          the date of such casualty or notice of such  governmental  requirement
          (or such lesser  period as shall be  designated  by such  governmental
          requirement) and shall complete all required repair or  reconstruction
          as soon as possible thereafter,  in continuity,  but in no event later
          than one hundred  eighty (180) days from the date of such  casualty or
          requirement  of  such  governmental  notice.  The  minimum  acceptable
          appearance  for the restored  building will be that which existed just
          prior to the  casualty;  however,  every effort should be made to have
          the  restored  building  include the  then-current  image,  design and
          specifications  of new entry Hooters  Restaurants.  If the building is
          substantially destroyed




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          by fire or other casualty, Franchisee may, with Franchisor's agreement
          and  upon  payment  of an  amount  equal  to six  percent  (6%) of all
          insurance proceeds as a consequence of such casualty to the Franchisor
          as a  royalty,  terminate  this  Agreement  in  lieu  of  Franchisee's
          reconstructing the building.

     E.   It is  understood  and agreed  that,  ' except as  expressly  provided
          herein,  this  franchise  is  non-exclusive  and  includes no right of
          Franchisee to subfranchise others.


         TERM

     A.   Except as otherwise  provided herein, the term of this Agreement shall
          commence on the date of execution  and  acceptance  of this  Franchise
          Agreement  by Hooters of America  and shall  expire  twenty (20) years
          from such date. There are no renewal rights, options or obligations on
          the part of either party.


III.       HOOTERS OF AMERICA'S OBLIGATIONS

     A.   Hooters of America  shall provide  Franchisee  with advice in locating
          and opening a  completed  restaurant,  including,  but not limited to,
          providing approved supplier lists, acceptable site criteria,  approved
          renovation  criteria and, at Hooters,  of America's  option,  a set of
          architectural plans of an existing Hooters Restaurant.

     B.   Hooters of America shall provide a management  training program for up
          to four  (4)  management  personnel  of  Franchisee,  and  shall  make
          available such other training  programs as it deems  appropriate.  All
          training  provided by Hooters of America shall be subject to the terms
          set forth in Section V.H. of this Agreement.

     C.   Hooters of  America  shall also  offer  training  resources  to assist
          franchisees at their  restaurant  location for hourly  employees.  All
          pre-opening  employee training shall be subject to the terms set forth
          in Section V.I. of this Agreement.

     D.   Hooters  of  America  shall  provide,  as  Hooters  of  America  deems
          necessary,  a minimum of eight (8) weeks of  management  training at a
          designated  restaurant  prior  to  the  opening  of  the  Franchisee's
          restaurant,  by a representatives) of Hooters of America,  subject (as
          to timing) to the availability of personnel,  as well as approximately
          one (1) week to ten (10) days of preopening  employee  training at the
          Franchisee Is restaurant.

     E.   Hooters of America shall provide such continuing  advisory  assistance
          to  Franchisee  in the  operation,  advertising  and  promotion of the
          Franchised Business as Hooters of America deems advisable.

     F.   Hooters of America shall also provide refresher  training programs for
          Franchisee and to  Franchisee's  employees as Hooters of America deems
          appropriate.  All refresher  training  programs provided by Hooters of
          America  shall be subject to the terms set forth in  Section  V.H.  of
          this Agreement.

     G.   Hooters of America may, from time to time,  provide to Franchisee,  at
          Franchisees  expense,  such  advertising  and  promotional  plans  and
          materials for local  advertising  as described in Section X.A. of this
          Agreement  and  may  direct  the  discontinuance  of  such  plans  and
          materials,  from time to time. All other  advertising  and promotional
          materials  which  Franchisee  proposes  to use  must be  reviewed  and
          approved by Hooters of America, pursuant to Section X.B. hereof.

     H.   Hooters of America shall provide. Franchisee, on loan, one copy of the
          Hooters  Training  Manual and Videos  (hereinafter  "Manuals") as more
          fully described in Section VII. hereof.

     I.   Hooters of  America  may  provide  Franchisee,  from tire to time,  as
          Hooters of America deems appropriate,  such  merchandising,  marketing
          and other  data and  advice as may from time to time be  developed  by
          Hooters of  America  and deemed by Hooters of America to be helpful in
          the managing and operation of the Franchised Business.

     J.   Hooters of America  may  provide  such  periodic  individual  or group
          advice,  consultation  and  assistance,  rendered by personal visit or
          telephone,  or by newsletter or bulletins  made available from time to
          time to all Hooters of America franchisees,  as Hooters of America may
          deem necessary or appropriate.

     K.   Hooters of America may provide such bulletins,  brochures, manuals and
          reports, if any, as may from time to time be published by or on behalf
          of Hooters regarding its plans, policies, developments and activities.
          In  addition,  Hooters  of  America  may  provide  such  communication
          concerning new  developments,  techniques and improvements in the food
          preparation,   equipment,  food  products,  packaging  and  restaurant
          management  which  Hooters  of  America  feels  are  relevant  to  the
          operation of the Restaurant.

     L.   Hooters of America shall provide the  requirements  for a standardized
          system for accounting, cost control and inventory control.

     M.   Hooters  of America  shall  seek to  maintain  the high  standards  of
          quality,  appearance,  and service of the Hooters System,  and to that
          end  shall  conduct,  as  it  deems  advisable,   inspections  of  the
          Restaurant franchised hereunder,  and evaluations of the products sold
          and services rendered therein.

     N.   All  obligations  of  Hooters of America  under this  Agreement  shall
          benefit  only the  Franchisee,  and no other party is entitled to rely
          on,  enforce,  benefit  from  or  obtain  relief  for  breach  of such
          obligations, either directly or by subrogation.


IV. FEES

     A.   Franchisee shall pay to Hooters of America an initial franchise fee in
          the amount of Seventy-Five Thousand Dollars ($75,000.00), which is due
          upon  execution  of this  Agreement  and  receipt  of which is  hereby
          acknowledged by Hooters of America. The initial franchise fee shall be
          paid in a lump sum in  immediately  available  bank funds and shall be
          deemed   fully   earned  and   nonrefundable   in   consideration   of
          administrative  and other  expenses  incurred by Hooters of America in
          granting this  franchise and for Hooters of America's lost or deferred
          opportunity to franchise others,  except as described above in Section
          I.C.

     B.   During the term of this Agreement, Franchisee shall pay to Hooters, of
          America a  continuing  Royalty Fee which shall be equal to six percent
          (6%) of the Gross Sales of the  Restaurant,  without  counterclaim  or
          set-off.  The term Gross  Sales is defined  in Section  IV.G.  of this
          Agreement.  Continuing Royalty Fees shall be payable by Franchisee and
          actually  received by Franchisor  within ten (10) days from the end of
          each four week accounting period as provided in Section IX hereof.

     C.   During the term of this Agreement, Franchisee shall spend a minimum of
          three  percent  (3%) of the  Gross  Sales of the  Restaurant  on local
          advertising and promotion;  provided,  however,  that Franchisor shall
          have the right to approve or disapprove any  advertising  proposed for
          use by Franchisee. In the event Hooters of America establishes a Local
          Advertising Cooperative within Franchisee's Area of Dominant Influence
          (as defined by Arbitron Corporation,  or such other entity as shall be
          designated  by Hooters  of  America,  from time to time) ,  Franchisee
          shall be obligated to  contribute a minimum of up to one third of such
          three  percent  (3%)  [one  percent  (1%) of Gross  Sales]  for  local
          advertising  and  promotion   expenditure   described  above  to  such
          Cooperative, to be actually received within ten (10) days from the end
          of each four week accounting period.  Such percentage  contribution to
          such  Cooperative  shall be designated by Hooters of America from time
          to time.

     D.   Franchisee  shall pay to Hooters of America,  to be actually  received
          within ten (10) days from the end of each four-week accounting period,
          a National  Advertising  Fee equal to one percent (1%) of Franchisee's
          Gross Sales of the Restaurant.  The National  Advertising Fee shall be
          maintained and ad-ministered in a National Advertising Fund by Hooters
          as provided in Section X.D. hereof.

     E.   The obligation of Franchisee to pay the Continuing Royalty Fee and the
          National  Advertising  Fee  (collectively  the  "Fees")  shall  not be
          altered by the occurrence of any casualty or event which would cause a
          temporary closing of the Restaurant for a period of more than five (5)
          days.  In the  event  that  such  a  casualty  or  event  occurs,  the
          Continuing  Royalty  and  National  Advertising  Fees  to be  paid  by
          Franchisee for each month in which such temporary closing occurs shall
          be the average of all monthly  Fees payable by  Franchisee  during the
          immediately  preceding  period of twelve (12)  months,  or such lesser
          period as the  Restaurant  has been open, if the  Restaurant  has been
          open less than  twelve (12)  months.  All  payments  due to Hooters of
          America hereunder shall be payable without counterclaim or set-off.

     F.   Any payment or report not  actually  received by Hooters of America on
          or before' the specified date shall be deemed overdue.  If any payment
          is  overdue,  in  addition  to the right to  exercise  all  rights and
          remedies  available to Hooters of America  under  Section XIII of this
          Agreement,  Franchisee  shall pay Hooters of America,  in. addition to
          the overdue  amount,  interest on such amount from the date it was due
          until paid at the lesser of the rate of  eighteen  (18%)  percent  per
          annum  and the  maximum  rate  allowed  by the  laws of the  State  of
          Georgia,  or any successor or substitute law (hereinafter the "Default
          Rate"), until paid in full.

     G.   As used in -this  Agreement,  "Gross  Sales" shall include all revenue
          accrued from the sale of all products and  performance of services in,
          at, upon, about, through or from the Franchised Business,  whether for
          cash or credit and regardless of collection in the case of credit, and
          income of every kind and nature  related  to the  Franchised  Business
          including  insurance proceeds and/or  condemnation  awards for loss of
          sales,  profits or business;  provided,  however,  that "Gross  Sales"
          shall not include  revenues from any sales taxes or other add on taxes
          collected  from  customers  by  Franchisee  for   transmittal  to  the
          appropriate  taxing authority,  (the retail value of any complimentary
          services or trade-outs or credit card discounts from Gross Sales up to
          a maximum of 2% of Gross sales in the  aggregate)  , and the amount of
          cash refunds to, and coupons used by customers,  provided such amounts
          have been  included in gross sales.  The sale and delivery of products
          and services away from the Restaurant is strictly prohibited; however,
          should  Hooters of America  approve  such sales in the  future,  these
          sales will be included in computing Gross Sales.


V.      DUTIES OF FRANCHISEE

     A.   Franchisee  understands  and  acknowledges  that  every  detail of the
          Franchised Business, including the uniformity of appearance ' service,
          products  and  advertising  of the Hooters  System,  is  important  to
          Franchisee,  Hooters of America, the Hooters System, and other Hooters
          of America franchisees in order to maintain high and uniform operating
          standards,  to increase the demand for the products and services  sold
          by all franchisees- and to pr6tect Hooters of America's reputation and
          goodwill.

     B.   If Franchisee is or becomes a corporation,  the Franchisee corporation
          must comply with the following requirements:

          1.   Franchisee shall confine its activities to the  establishment and
               operation of the Franchised Business.

          2.   Franchisee's  Certificate or Articles of Incorporation and Bylaws
               (or comparable  governing  documents)  shall at all times provide
               that its activities are confined  exclusively to operation of the
               Franchised  Business and that the issuance and transfer of voting
               stock, or other ownership interest therein,  is restricted by the
               terms of this Agreement.


          3.   Franchisee shall furnish Hooters of America promptly upon request
               copies of Franchisee's  Articles of  Incorporation,  Bylaws,  and
               other governing  documents,  and any other  documents  Hooters of
               America may reasonably request, and any amendments thereto,  from
               time to time.

          4.   Franchisee shall maintain stop transfer  instructions against the
               transfer  on  its  record  of any  equity  securities  except  in
               accordance  with the  provisions  of Article  XV. All  securities
               issued by Franchisee shall bear the following legend, which shall
               be printed legibly and conspicuously on each stock certificate or
               other evidence of ownership interest:

               THE  TRANSFER  OF THESE  SECURITIES  IS  SUBJECT TO THE TERMS AND
               CONDITIONS OF A FRANCHISE AGREEMENT WITH HOOTERS OF AMERICA, INC.
               DATED  REFERENCE IS MADE TO SAID AGREEMENT AND TO THE RESTRICTIVE
               PROVISIONS OF THE ARTICLES AND BYLAWS OF THIS CORPORATION.

          5.   Franchisee  shall maintain a current list of all owners of record
               and all  beneficial  owners  of any  class  of  voting  stock  of
               Franchisee  and shall furnish the list to Hooters of America upon
               request, from time to time.

     C.   If Franchisee is or becomes a  partnership,  Franchisee  shall furnish
          Hooters of America  promptly  upon  request a copy of its  partnership
          agreement and any other  documents  Hooters of America may  reasonably
          request, and any amendments thereto, from time to time.

     D.   Franchisee  shall  maintain a current  list of all general and limited
          partners  and all  owners of record and all  beneficial  owners of any
          class of voting stock of  Franchisee  and -shall  furnish the 'list to
          Hooters of America promptly upon request, from time to time.

     E.   Each  individual  who or entity  which  holds a ten  percent  (10%) or
          greater  ownership or  beneficial  ownership  interest in  Franchisee,
          directly or indirectly,  (including  each  individual  holding a fifty
          (50%) or greater  interest in any partnership or corporation  having a
          controlling  interest in  Franchisee)  shall  enter into a  continuing
          guaranty  agreement  under seal, in the form attached as Exhibit A, as
          such form may be amended or modified by Hooters of America,  from time
          to time (if such  guaranty  agreement is to be executed  subsequent to
          the  date  hereof  in  accordance  with the  terms  of this  Franchise
          Agreement).

     F.   Franchisee assumes all costs,  liability,  expense, and responsibility
          for locating,  obtaining,  and developing a site for the Restaurant to
          be established under the Franchise  Agreement and for constructing and
          equipping the Restaurant at such site.  Franchisee  shall not make any
          binding  commitment to a  prospective  vendor or lessor of real estate
          with respect to the Approved  Location for the Restaurant  unless such
          Approved  Location is approved in accordance with the procedure herein
          set forth and which provides,  without limitation, for (a) thirty (30)
          days prior written notice of any default  thereunder  specifying  such
          default and the right (but with no  obligation)  of Franchisor to cure
          any  such  default  within  said  period,  and  (b)  approval  of  the
          Franchisor  as  an  assignee  of  Franchisee's   interest  thereunder.
          FRANCHISEE  ACKNOWLEDGES  THAT  HOOTERS  OF  AMERICA'S  APPROVAL  OF A
          PROSPECTIVE SITE AND THE RENDERING OF ASSISTANCE IN THE SELECTION OF A
          SITE DOES NOT  CONSTITUTE  A  REPRESENTATION,  PROMISE,  WARRANTY,  OR
          GUARANTEE BY HOOTERS OF AMERICA THAT A HOOTERS RESTAURANT  OPERATED AT
          THAT SITE WILL BE PROFITABLE OR OTHERWISE SUCCESSFUL.

     G.   Before commencing the Construction of the Restaurant,  Franchisee,  at
          its expense, shall comply, to Hooters of America's satisfaction,  with
          all of the following requirements:

          1.   Franchisee  shall  submit  a site  plan to  Hooters  of  America,
               including   a   footprint   of   the   proposed   building,   and
               architectural,  kitchen  and  signage  drawings  for  approval by
               Hooters  of  America.  Franchisee,  at its  option,  may  use any
               architect  or  engineer  currently  used by Hooters of America to
               prepare detailed plans and specifications for the Construction of
               the Hooters Restaurant;

          2.   Franchisee   shall  use  a  qualified   general   contractor   or
               construction  supervisor  to  oversee  the  Construction  of  the
               Restaurant  and  completion of all  improvements,  and Franchisee
               shall  submit to Hooters of America a statement  identifying  the
               general contractor or construction supervisor; and

          3.   Franchisee shall obtain all licenses,  permits and certifications
               required  for lawful  construction  and  operation of the Hooters
               Restaurant  including,  without  limitation,  building,  zoning',
               access, parking,  driveway access, sign permits and licenses, and
               shall  certify in  writing  to  Hooters of America  that all such
               permits,   licenses  and   certifications   have  been  obtained.
               Franchisee  shall obtain all health,  life safety,  alcoholic and
               other  permits  and  licenses   required  for  operation  of  the
               Restaurant  and shall  certify that all such permits and licenses
               have been obtained prior to the Opening Date.

          4.   Franchisee shall cause such  Construction to be performed only in
               accordance  with the site  plan,  and plans  and  specifications,
               approved  by Hooters of America,  and no changes  will be made to
               said approved plans and specifications, or the design thereof, or
               any of the materials  used  therein,  or to interior and exterior
               colors thereof, without the express written consent of Hooters of
               America.

     H.   Prior  to  Franchisee's  opening  of the  Franchised  Business  to the
          public,  Franchisee  and/or  up to four (4)  management  personnel  of
          Franchisee  (or, if  Franchisee  is a corporation  or  partnership,  a
          principal  of  Franchisee)  shall  complete  to Hooters  of  America's
          satisfaction  the management  training  program  offered by Hooters of
          America.  At Hooters of America's option,  key personnel  subsequently
          employed  by  Franchisee  shall also  complete  to Hooters of Americas
          satisfaction, the management training program. Hooters of America may,
          at  its  discretion,  make  available  additional  training  programs,
          seminars,   as  well  as  refresher   courses  to  Franchisee   and/or
          Franchisee's  designated  individual (s) from time to time. Hooters of
          America may, at any time,  discontinue management training and decline
          to certify Franchisee and/or Franchisee's  designated individuals) who
          fail  to  demonstrate  an  understanding  of the  management  training
          acceptable  to Hooters,  of America.  If  Franchisee  or  Franchisee's
          designated individual's management training is discontinued by Hooters
          of  America,  Franchisee  shall  have  thirty  (30) days to present an
          alternative   acceptable   candidate   for   management   training  to
          Franchisor. If Franchisee's new candidate does not adequately complete
          the  management  training,  then  Hooters of America has the option of
          terminating   this   Agreement.   Hooters  of  America  shall  provide
          instructors and training materials for all required training programs;
          and  Franchisee or its employees  shall be  responsible  for all other
          expenses  incurred by Franchisee  or its employees in connection  with
          any training  programs,  including,  without  limitation,  the cost of
          transportation,  lodging, meals, and wages. Franchisor offers training
          resources  if as  described  below,,  to assist  franchisees  at their
          restaurant  location for hourly employees.  All jump starters shall be
          deemed employees of the Franchisee  during the period(s) of service to
          the Franchisee,  as herein provided.  Franchisee shall give Franchisor
          not less than thirty (30) days notice of when  training  should begin.
          In order for  training  to begin,  Franchisee  shall  have  received a
          Certificate  of  Occupancy  and  Health  Department  approval  for the
          building,  and all refrigeration,  kitchen and cooking equipment shall
          be functioning.

Pre-Opening Training (FIRST UNIT)

Prior to the opening of Franchisee's first Restaurant unit hereunder, Franchisor
shall furnish the following training assistance,  upon not less than thirty (30)
days prior written notice received by Franchisor from Franchisee:

opening coordinator (one)

               An  opening  coordinator.  for  five  days of  training  prior to
               opening.  Franchisor is responsible  for all costs of the opening
               coordinator.

Certified  front-of-house  trainers  (up to four,  as  designated  by Hooters of
America)

               Front-of-house  trainers,  whose  compensation  shall  be paid by
               Franchisor, shall be furnished for five days of training prior to
               opening.

Back-of-house trainers (up to two, as designated by Hooters of America)

               Back-of-house  trainers,  whose  compensation  shall  be  paid by
               Franchisor, shall be furnished for five days of training prior to
               opening.

Jumpstarters (up to six, as requested by Franchisee)

               Franchisor,  at  Franchisee's  request,  may  furnish  up to  six
               jumpstarters  to actually  work in the  restaurant  commencing on
               opening day. Waitress  jumpstarters work for the prevailing local
               wage rates and customer's  tips.  Franchisee shall guarantee such
               jumpstarters $45. 00 minimum total compensation  (including tips)
               for lunch and $65.00 minimum total compensation  (including tips)
               for dinner,  as such minimum total  compensation may be increased
               by  Franchisor,  from time to time,  with prior written notice to
               Franchisee.  Franchisee  shall pay cook  jumpstarters  $75.00 per
               shift,  as such minimum  total  compensation  may be increased by
               Franchisor,  from  time to time,  with  prior  written  notice to
               Franchisee.  It is  contemplated  that  such  jumpstarters  shall
               normally work in the Restaurant during the first seven days after
               opening.

               Costs shall include: travel costs, per them and lodging costs for
               all   trainers  and   jumpstarters,   which  shall  be  borne  by
               Franchisee. Travel within 400 miles of a Franchisor restaurant is
               by automobile  and drivers are paid $0.20 cents per mile.  Travel
               further  than 400 miles is by  commercial  airline  with  tickets
               booked to minimize fares,  subject to  availability.  Per them is
               currently $20.00 per day. Lodging rates can be negotiated locally
               at Franchisee's  discretion;  however,  lodging shall be selected
               and  designated  by  Franchisee  with  consideration  for safety,
               security,  cleanliness and proximity to the Restaurant. The above
               stated  rates may be  changed by  Franchisor,  from time to time,
               upon prior written notice to Franchisee.

Pre-opening Training (SECOND OR ADDITIONAL UNITS FOR A FRANCHISEE,  IF PERMITTED
PURSUANT TO THIS FRANCHISE AGREEMENT)

               Prior to the opening of  Franchisees  second or additional  units
               hereunder,   Franchisor  shall  furnish  the  following  training
               assistance,  upon not less than  thirty  (30) days prior  written
               notice received by Franchisor from Franchisee:

               Franchisor shall furnish an opening coordinator for five days for
               training prior to opening.  Franchisor  shall pay for the travel,
               lodging, per them and compensation of the opening coordinator.

               Prior to the time  Franchisee  opens its second or any additional
               Restaurant  units,  Franchisee shall cause key employees from the
               first unit of the Franchisee to be trained as certified  trainers
               in accordance with the Manuals.  Franchisee's  certified trainers
               and junpstarters shall then conduct the training of new employees
               in the second or additional units.

               Franchisee  shall be responsible  for the  compensation,  travel,
               lodging and per them of their certified trainers and jumpstarters
               utilized in opening the second or additional units.

     J.   Franchisee shall use the Restaurant  premises solely for the operation
          of the  Franchised  Business;  keep the  business  open and in  normal
          operation for a minimum of seven (7) days a week, fifty-two (52) weeks
          per year,  during  hours  from  11:30 a.m.  to 12:00  midnight  Monday
          through Thursday, 11:30 a.m. to 1:00 a.m. Friday and Saturday and from
          1:00 p.m. to 10:00 p.m. on Sundays, except Thanksgiving and Christmas.
          Such minimum  hours and days of operation may be changed as Hooters of
          America  may from time to time  specify in the Manual or as Hooters of
          America may otherwise  approve in writing (subject to local ordinances
          or lease restrictions,  if any) ; and refrain from using or permitting
          the use of the premises for any other  purpose or activity at any time
          without  first  obtaining  the written  consent of Hooters of America.
          Franchisee  shall not  locate or permit to be  located on or about the
          Hooters Restaurant  premises any slot machines or gambling devices, or
          coin-operated machine for vending of any merchandise, or entertainment
          devices,  the playing of  electronic  or manual games or for any other
          similar  purpose  except as  prescribed  in the  Manual  or  otherwise
          approved by Hooters of America in writing; nor shall Franchisee permit
          the sale of products or services  not  included in the Hooters  System
          without  Franchisor's  prior express  written  consent,  provided that
          Franchisor,  in its sole  discretion,  may prescribe  conditions under
          which such products or services may be sold.

     K.   Franchisee  shall  maintain the Restaurant in a first class repair and
          condition,  in accordance with all maintenance and operating standards
          set forth in the Manual.  In connection  therewith,  Franchisee  shall
          make such additions,  alterations,  repairs,  and replacements thereto
          (but no others without Hooters of America's prior written  consent) as
          may be required for that purpose, including,  without limitation, such
          periodic  repainting,  repairing,  and  replacing  of obsolete  signs,
          fixtures, and furnishings as Hooters of America may reasonably direct.

     L.   Franchisee agrees to display all signs and other promotional materials
          provided by Hooters of America,  to the extent permitted by applicable
          codes, laws,  ordinances,  rules and regulations of all federal, state
          and  local  governmental  authorities  having  jurisdiction  over  the
          Restaurant  (hereinafter  collectively the "Laws") . The color,  size,
          design  and  location  of said  signs  shall  be as  specified  and/or
          approved by Hooters of America.  Franchisee shall not place additional
          signs,  posters or other  decor  items in,  on, or about the  Approved
          Location without the prior written consent of Hooters of America.

     M.   Franchisee  shall operate and maintain the Restaurant and all exterior
          areas at the Approved Location in a clean and neat manner.

     N.   Franchisee  shall,  at  Franchisee's  sole  expense,  comply (or cause
          compliance  of the  Restaurant  and the  Approved  Location)  with all
          applicable Laws. Franchisor's standards may exceed the requirements of
          the Laws.

     0.   At Hooters of  America's  request,  which shall not be more often than
          once every three (3) years,  Franchisee shall refurbish the Restaurant
          at its expense, to conform to the building design,  trade dress, color
          schemes,  and  presentation of trademarks and service marks consistent
          with  Hooters  of  America's  designated  image,  including,   without
          limitation,  remodeling,  redecoration,  and modifications to existing
          improvements.

     P.   Franchisee shall operate the Restaurant in strict conformity with such
          methods,  standards, and specifications as Hooters of America may from
          time to time  prescribe  in the Manual or  otherwise  in  writing,  to
          maintain  maximum  efficiency and  productivity and to insure that the
          highest  degree  of  quality  and  service  is  uniformly  maintained.
          Franchisee agrees:

          1.   To maintain in sufficient supply, and use at all times, only such
               products,   materials,   supplies,   ingredients,    methods   of
               preparation  and  service,  weight  and  dimensions  of  products
               served,  standards  of  cleanliness,  health and  sanitation  and
               methods of service as conform to Hooters of  America's  standards
               and  specifications;  and to refrain from deviating  therefrom by
               using   non-conforming   items  or  methods  without  Hooters  of
               America's prior written consent;

          2.   To  purchase  such  equipment,  supplies,  or  products as may be
               required by Hooters of America,  for the appropriate handling and
               selling of any food or beverage products that become approved for
               offering in the Hooters System;

          3.   To require clean uniforms conforming to such specifications as to
               color,  design,  etc. as Franchisor may  designate,  from time to
               time,  to be worn by all of  Franchisee's  employees at all times
               while in attendance at the Restaurant, and to cause all employees
               to present a clean,  neat  appearance  and render  competent  and
               courteous service to customers, as may be further detailed in the
               Manual;

          4.   To permit  Hooters of America or its  agents,  at any  reasonable
               time,  to remove  from the  Restaurant  samples of items  without
               payment therefor,  in amounts reasonably necessary for testing by
               Hooters of  America or an  independent  laboratory  to  determine
               whether  said  samples  meet  Hooters of  America's  then-current
               standards and  specifications.  In addition to any other remedies
               it may have under  this  Agreement,  Hooters of America  requires
               Franchisee  to bear the cost of such  testing if the  supplier of
               the item has not previously  been approved by Hooters of America,
               or if the  sample  fails  to  conform  to  Hooters  of  America's
               specifications;

          5.   Not  to  install  or  permit  to be  installed  on or  about  the
               Restaurant  premises,  without Hooters of America's prior written
               consent, any fixtures,  furnishings,  signs,  equipment, or other
               improvements  not  previously  approved  as  meeting  Hooters  of
               America's standards and specifications;

          6.   To  employ  a  sufficient   number  of  employees   and  maintain
               sufficient  inventories as necessary to operate the Restaurant at
               its  maximum  capacity  as  prescribed  or approved by Hooters of
               America and to comply with all  applicable  Laws with  respect to
               such employees.

         Franchisee further  acknowledges that complete and detailed  uniformity
         among Hooters  Restaurants under varying conditions may be inadvisable,
         impractical  or  impossible  and,  accordingly,  agrees that Hooters of
         America,  at its sole  discretion,  may  modify or vary  aspects of the
         Hooters 'System 'with respect to any franchisee or group of franchisees
         based on (by way of example and not limitation)  local site conditions,
         sales potential,  demographics,  competition, local business practices,
         or any other condition or circumstances that Hooters of America deems a
         reasonable  basis for such  variances.  Franchisee  further agrees that
         Hooters of America  shall have no  obligation  to disclose or offer the
         same or similar variances to Franchisee.

     R.   Franchisor  reserves  the  right to  require  Franchisee  to  purchase
          designated  proprietary  items and products,  and products bearing the
          Proprietary Marks, as specified in the Manuals from time to time, from
          Franchisor  or its  related or  affiliated  entities  or from  sources
          designated or approved by Franchisor, to the extent permitted by law.

     S.   Hooters  of  America  shall  have the right to  require  that  certain
          equipment, fixtures,  furnishings, signs, supplies, and other products
          and  materials  required  for  the  operation  of  the  Restaurant  be
          purchased    solely   from   suppliers    (including    manufacturers,
          distributors,  and other sources), who demonstrate,  to the continuing
          reasonable  satisfaction  of Hooters of  America,  the ability to meet
          Hooters of America's  then-current  standards and  specifications  for
          such items;  who possess  adequate  quality  controls  and capacity to
          supply  Franchisee's  needs promptly and reliably;  and who have first
          been  approved  in writing by  Hooters of America  and not  thereafter
          withdrawn from the approved  supplier list. Such items shall be listed
          in the  Manual,  as  well as in  periodic  bulletins  and  newsletters
          supplied by Hooters of America.  If Franchisee desires to purchase any
          items from an unapproved supplier,  Franchisee shall submit to Hooters
          of  America a written  request  for  Franchisor's  consent to use such
          supplier,   and  have  such  supplier   acknowledge  in  writing  that
          Franchisee is an  independent  entity from Hooters of America and that
          Hooters of America is not  liable for debts  incurred  by  Franchisee.
          Hooters  of  America   shall  have  the  right  to  require  that  its
          representatives be permitted to inspect the supplier's facilities, and
          that  samples from the supplier be delivered ' at Hooters of America's
          option,  either to Hooters of America or to an independent  laboratory
          designated  by Hooters of America for testing.  A charge not to exceed
          the reasonable  cost of the inspection and the actual cost of the test
          shall be paid by Franchisee.  Hooters of America may also require that
          the supplier comply with such other reasonable requirements as Hooters
          of  America  may deem  appropriate,  including  payment of the cost of
          reasonable  continuing  inspection  fees  and  administrative  costs.,
          Hooters of -America --reserves the right, following consent to use any
          supplier and at its option,  to reinspect the  facilities and products
          of any such  supplier  and to revoke its consent  upon the  supplier's
          failure to continue to meet any of Hooters of  America's  then-current
          criteria and standards.  If, in providing services to Franchisee,  any
          third party may obtain access to  confidential  information as defined
          in  Section  VIII.  herein,  Hooters  of  America  may  require,  as a
          condition of approval of such provider,  the execution of covenants of
          non-disclosure  and  non-competition  in a form provided by Hooters of
          America.

     T.   Franchisee -shall grant Hooters of America and its agents the right to
          enter upon the Restaurant  premises at any reasonable time to inspect,
          photograph,  audiotape or videotape  the  Restaurant,  equipment,  and
          operations  therein to insure  compliance  with the provisions of this
          Agreement and the "Manual";  provided, that Hooters of America, in the
          exercise  of such  rights,  shall  utilize all  reasonable  efforts to
          prevent   disruption  or   interference   with  the  business  of  the
          Franchisee.  Franchisee  shall  cooperate  with  Hooters  of  Americas
          representatives  in such  inspections by rendering such  assistance as
          they nay  reasonably  request  and shall  enforce  and comply with all
          inspection  systems  established by Franchisor from time to time; and,
          upon  reasonable  notice from  Hooters of America or its  agents,  and
          without   limiting  Hooters  of  America's  other  rights  under  this
          Agreement,  take such steps as may be necessary to correct immediately
          the  deficiencies  detected  during  any such  inspection,  including,
          without limitation,  immediately desisting from the further use of any
          equipment,  advertising  materials,  products, or supplies that do not
          conform  with  Hooters  of  America's   then-current   specifications,
          standards, or requirements.

     U.   Franchisee shall not engage in any trade practice or other activity or
          sell any  product or  literature  which  Franchisor  determines  to be
          harmful to the goodwill or to reflect unfavorably on the reputation of
          Franchisee or Hooters of America, the Restaurant, or the products sold
          thereat;  or which  constitutes  deceptive or unfair  competition,  or
          otherwise is in violation of any applicable laws.

  The above limitations are closely related to the restaurant image, purpose and
  marketing  strategy of the Hooters System,  and therefore any change therefrom
  would fundamentally change the nature of the business.

     V.   Franchisee  shall give Hooters of America  advance  written  notice of
          Franchisee's  intent to  institute  legal  action  against  Hooters of
          America,  specifying  the basis for such  proposed  action,  and shall
          grant Hooters of America  thirty (30) days from receipt of said notice
          to cure the alleged act upon which such legal action is to be based.

     W.   During the term of this  Agreement,  except as  otherwise  approved in
          writing  by  Hooters  of  America,   Franchisee   and/or   Franchisees
          designated  manager must devote his or her full time,  energy and best
          efforts to the management and operation of the Franchised Business.

     X.   In any.  real.  property  or  equipment  or  trade  fixture  lease  or
          financing that  Franchisee  executes in connection with the Franchised
          Restaurant,  Franchisee shall include a provision approving Franchisor
          as transferee  without any right to accelerate or to modify said lease
          or financing, and requiring the lessor or lender to send notice of any
          default by the  Franchisee on said lease or financing to Franchisor at
          the address  provided herein and to give  Franchisor  thirty (30) days
          from the date notice of default is  delivered  to  Franchisor  to cure
          said default.  Franchisor is under no duty or obligation whatsoever to
          cure said default,  but should  Franchisor elect to cure said default,
          Franchisee agrees to re-pay and to indemnify  Franchisor for any costs
          and expenses  incurred by Franchisor  in  connection  with the cure of
          said default upon demand by Franchisor.


VI.      PROPRIETARY MARKS

     A.   Hooters of America  represents with respect to the  Proprietary  Marks
          that:

          1.   Pursuant to a license  agreement  originally  dated July 21, 1984
               and subsequently  amended between Hooters of America and Hooters,
               Inc., a Florida corporation,  Hooters of America has been granted
               the  exclusive  right  to use and to  license  others  to use the
               Proprietary Marks to establish Hooters  restaurants in the United
               States, except in the following areas: Hillsboro,  Pasco, Citrus,
               Hernando and Pinellas  Counties,  Florida,  Dupage,  Kane,  Will,
               Lake, McHenry and Cook Counties, Illinois.

          2.   Hooters of America has taken, shall take or cause to be taken all
               steps reasonably  necessary to preserve and protect the ownership
               and validity of the Proprietary Marks.

          3.   Hooters of America shall permit  Franchisee and other franchisees
               to use the Proprietary  Marks only in accordance with the Hooters
               System and the standards  and  specifications  attendant  thereto
               which underlie the goodwill associated with and symbolized by the
               Proprietary Marks.

     B.   With respect to  Franchisee's  licensed use of the  Proprietary  Marks
          pursuant to this Agreement, Franchisee agrees that:

          1.   Franchisee  shall use only the  Proprietary  Marks  designated by
               Hooters  of  America,  and  shall  use  them  only in the  manner
               authorized  and  permitted  by Hooters of  America.  Franchisee's
               right to use the Proprietary Marks is limited to such uses as are
               authorized under this Agreement, and any unauthorized use thereof
               shall constitute an infringement of Hooters of America's rights.

          2.   Franchisee shall use the Proprietary Marks only for the operation
               of the  Franchised  Business  and only at the  Approved  Location
               authorized   hereunder,   or  in  advertising  for  the  business
               conducted at or from the Approved Location.

          3.   Unless  otherwise  authorized  or required by Hooters of America,
               Franchisee shall operate and advertise the ' Franchised  Business
               only under the name "Hooters" without prefix or suffix, except to
               describe the location of their  franchise.  Franchisee  shall not
               use the Proprietary Marks as part of its corporate or other legal
               name.

          4.   During  the  term  of this  Agreement  and  any  renewal  hereof,
               Franchisee  shall identify  itself as the owner of the Franchised
               Business in conjunction  with any use of the  Proprietary  Marks,
               including,   but  not  limited  to,  on  invoices,  order  forms,
               receipts, and contracts, as well as at such conspicuous locations
               on the premises of the Franchised  Business as Hooters of America
               may   designate  in  writing.   The  form  and  content  of  such
               identification  shall  comply  with  standards  set  forth in the
               Manual.

          5.   Franchisee  shall  not use the  Proprietary  Marks to  incur  any
               obligation or indebtedness on behalf of Hooters of America.

          6.   Franchisee  shall  file  and  maintain  requisite  trade  name or
               fictitious name  registrations  as shall be required and directed
               by  Franchisor  and/or by law,  and shall  execute any  documents
               deemed  necessary  by Hooters of America or its counsel to obtain
               protection  for  the  Proprietary  Marks  or  to  maintain  their
               continued validity and enforceability.

          7.   In the event that litigation  involving the Proprietary  Marks is
               instituted or threatened  against  Franchisee,  Franchisee  shall
               promptly  notify Hooters of America and shall  cooperate fully in
               defending or settling such litigation,  as determined exclusively
               by Franchisor.

     C.   Franchisee-expressly understands and acknowledges that:

          1.   As  between  the  parties  hereto,  Hooters  of  America  has the
               exclusive right and interest in and to the Proprietary  Marks and
               the goodwill associated with and symbolized by them.

          2.   The  Proprietary  Marks  are  valid,  distinctive,  and  serve to
               identify  Hooters  of  America  as the  source  of the  goods and
               services  offered  pursuant  to those  marks and by those who are
               authorized to operate under the Hooters System.

          3.   Franchisee shall not directly or indirectly contest the validity,
               distinctiveness,  the ownership or Hooters of America's  right to
               license the Proprietary Marks.

          4.   Franchisee's  use of  the  Proprietary  Marks  pursuant  to  this
               Agreement  does not give  Franchisee  any  ownership  interest or
               other interest in or to the Proprietary Marks, except the license
               granted  by this  Agreement.  In the  event  Hooters  substitutes
               different Proprietary Marks,  Franchisee shall be responsible for
               the costs  associated  with such a change in connection  with the
               Franchised Business.

          5.   Any  and  all  goodwill  arising  from  Franchisee's  use  of the
               Proprietary  Marks in its franchised  operation under the Hooters
               System shall inure solely and exclusively to Hooters of America's
               benefit, and upon expiration or termination of this Agreement and
               the license herein granted,  no monetary amount shall be assigned
               as attributable to any goodwill  associated with Franchisee's use
               of the Hooters System or the Proprietary Marks.

          6.   The right and license of the Proprietary  Marks granted hereunder
               to  Franchisee is  nonexclusive,  and Hooters of America thus has
               and retains the rights, among others:

               a.   To use the  Proprietary  Marks  itself  in  connection  with
                    selling products and services;

               b.   To  grant  other  licenses  for the  Proprietary  Marks,  in
                    addition  to those  licenses  already  granted  to  existing
                    franchisees; and

               c.   To  develop  and  establish   other  systems  using  similar
                    Proprietary  Marks, or any other  proprietary  marks, and to
                    grant  licenses  or  franchises  thereto  at any  locations)
                    whatsoever   without   providing   any  rights   therein  to
                    Franchisee.

          7.   Franchisee  understands  and  acknowledges  that  Franchisor  and
               Hooters, Inc. each has the unrestricted right to engage, directly
               or indirectly,  through its or their employees,  representatives,
               licensees,  Assigns, agents and others, at wholesale,  retail and
               otherwise., in the production,  distribution and sale of products
               bearing the Proprietary  Marks licensed  hereunder or other names
               or marks, including without limitation, products included as part
               of  the   Hooters   System.   Franchisee   shall  not  under  any
               circumstances  engage in any  wholesale  trade or sale of Hooters
               System products for resale.


VII.              HOOTERS OF AMERICA MANUALS

     A.   In order to protect the  reputation and goodwill of Hooters of America
          and to maintain high standards of operation under Hooters of America's
          Proprietary Marks, Franchisee shall conduct its business in accordance
          with this Agreement and Training manuals and/or Videotapes,  described
          herein  as  the  "Manuals"  (one  copy  of  which   Franchisee   shall
          acknowledge  in writing  upon  receipt has been  received on loan from
          Hooters  of America  for the term of this  Agreement),  other  written
          directives  which Hooters of America may issue to Franchisee from time
          to time whether or not such  directives  are made part of the Manuals,
          and any other manuals,  videotapes,  and materials created or approved
          for use in the  operation of the  Franchised  Business by  Franchisor,
          from time to time.

     B.   Franchisee  shall  at  all  times  treat  the  Manuals,   any  written
          directives   of  Hooters  of  America,   any   restaurant   plans  and
          specifications,  and any other manuals created for or approved for use
          in the  operation  of the  Franchised  Business,  and any  supplements
          thereto,  and the  information  contained  therein,  in  trust  and as
          confidential  information,  and shall use all  reasonable  efforts  to
          maintain such information as secret and confidential. Franchisee shall
          not at any time copy,  duplicate,  record, or otherwise  reproduce the
          foregoing materials,  in whole or in part, nor otherwise make the same
          available to any unauthorized person.

     C.   The Manuals, written directives', other manuals and materials, and any
          other confidential  communications  provided or approved by Hooters of
          America,  shall at all times  remain the sole  property  of Hooters of
          America  and shall :it all  times be kept and  maintained  in a secure
          place on the Restaurant premises.

     D.   Hooters of America  may from time to time  revise the  contents of the
          Manuals and the contents of any other manuals and materials created or
          approved for use in the  operation  of the  Franchised  Business,  and
          Franchisee expressly agrees that each new or changed standard shall be
          deemed  effective  upon receipt by  Franchisee or as specified in such
          standard.

     E.   Franchisee  shall at all times  insure that its copy of the Manuals is
          kept  current and  up-to-date;  and, in the event of any dispute as to
          the contents of the Manuals/ the master copy of the Manuals maintained
          by Hooters of America at Hooters of  America's  headquarters  shall be
          controlling..

     F.   Any  suggestions  Franchisee may have  concerning  the  improvement of
          products, equipment,  uniforms, restaurant facilities,  service format
          and  advertising  are encouraged and shall be considered by Hooters of
          America when adopting or modifying the standards,  specifications  and
          procedures for the Hooters System.


VIII.             CONFIDENTIAL INFORMATION

     A.   Franchisee shall strictly comply with the terms of the Confidentiality
          Agreement  attached  hereto and made a part  hereof  (hereinafter  the
          "Confidentiality Agreement").

     B.   At  Hooters  of  America's  request,   Franchisee  shall  require  its
          principals,  managers  and any other  personnel  having  access to any
          confidential  information  from  Hooters of  America  to  execute  and
          deliver the Confidentiality Agreement.

     C.   Franchisee   acknowledges   that  any   failure  to  comply  with  the
          requirements  of the  Confidentiality  Agreement or this Section VIII.
          shall cause  Hooters of America  irreparable  injury,  and  Franchisee
          agrees to pay,  in  addition  to other  damages,  all court  costs and
          reasonable attorney's fees incurred by Hooters of America in obtaining
          specific  performance of, or an injunction  against  violation of, the
          requirements of this Section VIII.


IX.      ACCOUNTING AND RECORDS

     A.   Franchisee shall maintain during the term of this Agreement, and shall
          preserve  for  at  least  two  (2)  years  from  the  dates  of  their
          preparation, full, complete, and accurate books, records, and accounts
          prepared in accordance with generally accepted  accounting  principles
          consistently  applied and in the form and manner prescribed by Hooters
          of America from time to time in the Manuals or otherwise in writing.

     B.   Franchisee  shall submit to Hooters of America during the term of this
          Agreement,  after the opening of the Hooters Restaurant, (a) a royalty
          report,  on a four  (4)  week  accounting  period  basis  in the  form
          prescribed  by  Hooters  of  America  from  time to  time,  accurately
          reflecting all Gross Sales during each preceding four week  accounting
          period,  and such other data or  information as Hooters of America may
          require,  from time to time,  said report to be received by Franchisor
          within  ten (10)  days from the date of  expiration  of each such four
          (4)-week  accounting  period;  and (b)  profit  and  loss  statements,
          balance  sheets  and  trial  balances   prepared  in  accordance  with
          generally accepted accounting  principles,  consistently  applied, for
          each accounting  period,  to be received by Franchisor  within fifteen
          (15) days after the date of expiration  of each period  covered by the
          report, (c) copies of all tax returns relating to sales at the Hooters
          Restaurant  to be received by  Franchisor  within ten (10) days of the
          end of the state sales tax reporting  period,  and (d) such other data
          or information as Hooters of America may require, from time to time.

     C.   Franchisee  shall,  at its  expense,  provide  to Hooters of America a
          profit and loss statement and balance  sheet,  accompanied by a review
          report  certified  by the  President  or Chief  Financial  Officer  of
          Franchisee,  within ninety (90) days after the end of each fiscal year
          of the Franchised Business during the term hereof, showing the results
          of  operations  of the  Franchised  Business  during said fiscal year.
          Hooters of America also  reserves the right to require  Franchisee  to
          'have such review report prepared by an independent  certified  public
          accountant satisfactory to Hooters of America.

     D.   Franchisee  shall also  submit to Hooters  of  America,  for review or
          auditing,  such  other  forms,  reports,  records,  sales tax  returns
          information,  and data as Hooters of America may reasonably designate,
          in the  forms  and at the  times and  places  reasonably  required  by
          Hooters of America, upon request and as specified from time to time in
          the Manuals or  otherwise  in  writing.  Franchisee  shall  provide to
          Hooters of America,  or its designee,  on forms  designated for use by
          Hooters of  America,  reports  of daily  receipts,  vendor  purchases,
          payroll  payments,  and  such  other-forms,   reports,   records,  and
          information  as Hooter's  of America  may  request  from time to time.
          Franchisee  shall also report all  discounts"  allowances and premiums
          received from vendors.

     E.   Hooters of America or its designated  agents shall have the right,  at
          all  reasonable  times,  to examine and copy,  at Hooters of America's
          expense,  the books,  records,  and tax returns of Franchisee  and the
          Franchised Business.  Hooters of America shall also have the right, at
          any  time,  to have an  independent  audit  made of the  books  of the
          Franchised Business.  If an inspection should reveal that any payments
          to  Franchisor  have been  understated  in any  report to  Hooters  of
          America,  then Franchisee shall  immediately pay to Hooters of America
          the amount  understated upon demand.,  in addition to interest on such
          amount from the date such  amount was due until  paid,  at the Default
          Rate,  calculated  on a daily  basis.  If an  inspection  discloses an
          understatement  in any payment to  Franchisor  of two percent  (2%) or
          more, Franchisee shall, in addition,  reimburse Hooters of America for
          any and all costs and expenses relating to the inspection  (including,
          without limitation,  travel,  lodging and wage expenses and reasonable
          accounting and legal costs),  and, at Franchisors  discretion,  submit
          audited financial statements  prepared,  at Franchisee' expense, by an
          independent  certified  public  accountant  satisfactory to Hooters of
          America.  If an inspection  discloses an understatement in any payment
          to Franchisor of four percent (4%) or more, such act or omission shall
          constitute grounds for immediate termination of this Agreement, as set
          forth in Section  XIII.  hereof.  The foregoing  remedies  shall be in
          addition to any other remedies Hooters of America may have pursuant to
          this Agreement and as provided at law and in equity.

     F.   Franchisee  hereby grants  permission to Hooters of America to release
          to Franchisee's landlord, lenders or prospective landlords or lenders!
          any  financial  and  operational  information  relating to  Franchisee
          and/or the  Hooters  Restaurant;  however,  Hooters of America  has no
          obligation to do so.

     G.   Franchisee  shall  follow  and  adhere  to the  daily  accounting  and
          reporting  procedures as required by Hooters of America,  from time to
          time, and shall purchase accounting and reporting equipment including,
          but not limited to, point of sale  equipment as required by Hooters of
          America.  The  point  of sale  equipment  to be  used  in the  Hooters
          Restaurant  shall  possess  several  important  features  in  order to
          facilitate  the  operation  and  internal  accounting  control  of the
          Franchised  Business.  The  hardware of the point of sale system shall
          contain the following, without limitation:

          1.   A highly sensitive keyboard for fast input;

          2.   Controlled  access to  management  functions  such as item voids,
               sales reports, refunds and adjustments;

          3.   Remote printer to aid in the service of beer and wine;

          4.   Internal communication among cash registers;

          5.   Check printer to document the detail of all sales transactions;

          6.   Capability  to provide  telecommunications  to a central  polling
               location; and

          7.   A hard copy slip printer for guest checks.

     Additionally,  the software of the point of sale system  shall  contain the
     following, without limitation:

          1.   Security  key and  password  identification  for  each  employee,
               allowing  the point of sale  system  to  provide  detailed  sales
               information for each employee;

          2.   Detailed sales tracking  ability  including,  but not limited to,
               hourly sales,  department sales,  customer counts,  sales for the
               individual   employees  and  accounting   period  to  date  sales
               information; and

          3.   communication or polling ability for all sales  information to be
               retrieved by Franchisee or Franchisor.


X.      ADVERTISING

Recognizing the value of advertising  and the importance of the  standardization
of advertising  programs to the  furtherance of the goodwill and public image of
the Hooters System, the parties agree as follows:

     A.   Hooters of America may, from time to time,  provide to Franchisee,  at
          Franchisee's  expense,  such  advertising  and  promotional  plans and
          materials as Hooters of America deems advisable for local advertising.
          Franchisee shall spend a minimum of three percent (3%) of Franchisee's
          Gross Sales. on local advertising and promotion annually. In the event
          that  Hooters  of America  establishes  a  local/regional  advertising
          cooperative,  Franchisee will be required to spend one percent (1%) of
          the three  percent (3%) local  advertising  expenditure  on or through
          such  advertising  cooperative.  In  addition,  Hooters of America may
          develop  advertising  programs for the  promotion  of the  Proprietary
          Marks or merchandise offered at Hooters restaurants.

     B.   Franchisee may undertake additional advertisement and promotion of the
          Restaurant at Franchisee's  election. All advertising and promotion by
          Franchisee in any manner or medium shall conform to such standards and
          requirements as are specified by Hooters of America.  Franchisee shall
          submit to Hooters of America for its prior  written  approval  (except
          with  respect  to  product  prices to be  charged)  ,  samples  of all
          advertising  and  promotional  plans  and  materials  that  Franchisee
          desires to use and which have not been prepared or previously approved
          by Hooters of America.  Franchisee shall display the Proprietary Marks
          in the  manner  prescribed  by Hooters of America on all signs and all
          other  advertising and  promotional  materials used in connection with
          the Franchised Business.

     C.   Franchisee shall obtain listings and place advertisements in the white
          and yellow pages of local telephone directories, in the form, size and
          type of directories specified by Hooters of America.

     D.   (a) Franchisee agrees to make continuing monthly  contributions to the
          National  Advertising  Fund as  required  by  Hooters of America in an
          amount  equal  to  one  percent  (1%)  of  Franchisee's  Gross  Sales.
          Franchisee  agrees  that  the  National   Advertising  Fund  shall  be
          maintained and administered by Hooters of America, or its designee, on
          terms determined by Hooters of America -and that the Franchisor or its
          designee will direct all advertising and/or promotional  programs with
          sole  discretion  over the concepts,  materials and media used in such
          programs  and  the  placement  and  allocation   thereof.   Franchisee
          acknowledges  that  the  National  Advertising  Fund  shall be used to
          maximize general public  recognition and acceptance of the Proprietary
          Marks and all Hooters restaurants,  and that Hooters of America is not
          obligated in administering the National  Advertising Fund to undertake
          expenditures  for  Franchisee  which are  equivalent  to  Franchisee's
          contribution,  or  to  ensure  that  any  particular  franchise  owner
          benefits  directly  or pro  rata  from  expenditures  by the  National
          Advertising Fee. Upon written request of --------- Franchisee, Hooters
          of America will furnish or cause to be  furnished to  Franchisee,  not
          more than once annually,  an accounting of receipts and  disbursements
          of the National Advertising Fund.

          (b)  The National Advertising Fund, all contributions thereto, and any
               earnings  thereon,  will be used  exclusively to meet any and all
               costs of maintaining, administering,  researching, directing, and
               preparing advertising and/or promotional activities.

          (c)  All sums paid by the Franchisee to the National  Advertising Fund
               will be maintained  in an account  separate from the other monies
               of the  Franchisor,  and  will not be used to  defray  any of the
               Franchisor's expenses,  except for such reasonable administrative
               costs and  overhead  as the  Franchisor  may incur in  activities
               reasonably  related to the  administration  or  direction  of the
               National  Advertising  Fund  and  advertising  programs  for  the
               franchisees  under the Hooters System.  The National  Advertising
               Fund will not otherwise  inure to the benefit of the  Franchisor.
               The Franchisor or its designee will maintain separate bookkeeping
               accounts for the National Advertising Fund.

          (d)  It is anticipated that all  contributions to and. earnings of the
               National Advertising Fund will be expended for advertising and/or
               promotional  purposes  during the taxable  year within  which the
               contributions  and earnings are  received.  if,  however,  excess
               amounts  remain in the  National  Advertising  Fund at the end of
               such taxable year,  all  expenditures  in the  following  taxable
               year(s)  will be made  first  out of  accumulated  earnings  from
               previous  years,  next out of  earnings-in-the-current  year, and
               finally from contributions.

          (e)  The National  Advertising Fund is not and will not be an asset of
               the Franchisor or its designee.

          (f)  Although  the  National  Advertising  Fund is  intended  to be of
               perpetual duration, the Franchisor retains the right to terminate
               the National Advertising Fund. The National Advertising Fund will
               not be  terminated,  however,  until all  monies in the  National
               Advertising  Fund  have  been  expended  for  advertising  and/or
               promotional  purposes or returned to contributors on the basis of
               their respective contributions.

     E.   Franchisee  is  encouraged,  although  not  required,  to take part in
          promotional  programs  which may be  developed  by Hooters of America.
          However,  Franchisee  may be required to  participate  in  cooperative
          advertising  programs  with certain  suppliers or approved  sources of
          goods.  Franchisee shall have the right to sell its products and offer
          services at any price Franchisee may determine, and shall in no way be
          bound by any price which may be recommended or suggested by Hooters of
          America.


XI. INSURANCE

     A.   Franchisee  shall  procure,  or  cause  to be  procured,  prior to the
          commencement  of  any  operations  under  this  Agreement,  and  shall
          maintain,  or cause to be maintained,  in full force and effect at all
          times during the term of this Agreement,  at Franchisee's  expense, an
          insurance  policy or  policies  insuring  Franchisee  and  Hooters  of
          America,  and  their  respective  officers,  directors,  shareholders,
          partners, and employees, as additional insured,  against any demand or
          claim with respect to personal injury,  death, or property damage,  or
          any loss,  liability,  or expense whatsoever arising or occurring upon
          or in connection with the Franchised Business.

     B.   Such policy or policies shall be written by an insurance company rated
          A-minus or better,  in Class 10 or higher,  by Best Insurance  Ratings
          Service  and  satisfactory  to Hooters of America in  accordance  with
          standards and  specifications set forth in the Manuals or otherwise in
          writing, from time to time, and shall include, at a minimum (except as
          additional  coverages  and higher  policy  limits may be  specified by
          Hooters of America from time to time),  the following  initial minimum
          coverage:

          1.   (i) Commercial General Liability  Insurance,  including coverages
               for   products-completed   operations,   contractual   liability,
               personal and advertising injury,  fire damage,  medical expenses,
               and liquor  liability,  having a combined single limit for bodily
               injury and  property  damage of  $1,000,000  per  occurrence  and
               $2,000,000 in the  aggregate  (except for fire damage and medical
               expense  coverages,  which may have different  limits of not less
               than   $50,000   for  one  fire  and  $5,000   for  one   person,
               respectively); plus (ii) non-owned automobile liability insurance
               and., if Franchisee  owns f rents or identifies any vehicles with
               any Proprietary  Mark or vehicles are used in connection with the
               operation  of  the  Franchised  Business,   automobile  liability
               coverage  for  owned,  non-owned,  scheduled  and hired  vehicles
               having  limits for bodily  injuries  of  $100,000  per person and
               $300,000 per accident,  and property damage limits of $50,000 per
               occurrence; plus (iii) excess liability umbrella coverage for the
               general liability and automobile liability coverages in an amount
               of not less than  $5,000,000 per  occurrence  and aggregate.  All
               such coverages shall be on an occurrence  basis and shall provide
               for waivers of subrogation.

          2.   Franchisee  shall also maintain  comprehensive  crime and blanket
               employee  dishonesty  insurance  in an  amount  of not less  than
               $100,000.

          3.   All-risk property  insurance,  including theft and flood coverage
               (when applicable), written at replacement cost value covering the
               building, improvements,  furniture, fixtures, equipment, food and
               beverage  products.  Coverage  shall be written in a value  which
               will cover not less than eighty (80%) percent of the  replacement
               cost  of the  building  and one  hundred  (100%)  percent  of the
               replacement cost of the contents of the building.

          4.   Employer's  Liability  and Worker's  compensation  Insurance,  as
               required by state law.

          5.   Business  interruption  insurance of not less than Fifty Thousand
               Dollars  ($50,000.00)  per  month  for loss of  income  and other
               expenses  with a  limit  of not  less  than  six  (6)  months  of
               coverage.

     C.   Franchisee's  obligation  to  obtain  and  maintain,  or  cause  to be
          obtained  and  maintained,  the  foregoing  policy or  policies in the
          amounts  specified  shall not be  limited  in any way by reason of any
          insurance  which may be  maintained  by Hooters of America,  nor shall
          Franchisee's  performance of that  obligation  relieve it of liability
          under the  indemnity  provisions  set forth in  Section  XVIII of this
          Agreement.

     D.   Prior to the opening of the Hooters Restaurant and thereafter at least
          thirty  (30)  days  prior  to the  expiration  of any such  policy  or
          policies,  Franchisee shall deliver to Hooters of America certificates
          of insurance  evidencing the proper coverage with limits not less than
          those required  hereunder.  All certificates  shall expressly  provide
          that not less than  thirty  (30) days prior  written  notice  shall be
          given to Hooters of America  in the event of  material  alteration  to
          termination,  non-renewal, or cancellation of, the coverages evidenced
          by such certificates.


XII.              TRANSFER OF INTEREST

     A.   Transfer by Hooters of America:

         Hooters of America  shall have the right to  transfer  or assign all or
         any part of its  rights or  obligations  herein to any  person or legal
         entity.

     B.   Transfer by Franchisee:

          1.   Franchisee  understands  and  acknowledges  that the  rights  and
               duties set forth in this  Agreement  are personal to  Franchisee,
               and that  Hooters  of  America  has  granted  this  Agreement  in
               reliance  on  information  provided  by  Franchisee  relating  to
               Franchisee's  business skill,  financial  capacity,  and personal
               character.   Accordingly,   Franchisee  agrees  that  Hooters  of
               America's  express  prior  written  consent  shall be a necessary
               condition   precedent   to  the   sale,   assignment,   transfer,
               conveyance,    gift,   pledge,   mortgage,    encumbrance.,    or
               hypothecation of any of the following:


               a.   any direct or  indirect  interest in this  Agreement  or the
                    franchise and license granted hereunder;

               b.   any direct or indirect interest in Franchisee,  except that,
                    if  the  Franchisee  is a  corporation,  the  interest  of a
                    stockholder  may be  transferred  to  another  existing  and
                    approved   shareholder  of  the  corporation  and,  'if  the
                    Franchisee is a 'partnership,,,  the partnership interest of
                    a  partner  may  be  transferred  to  another  existing  and
                    approved partner of the partnership; and

               c.   Restaurant,  the Approved Location,  or all or substantially
                    all of the assets of the Franchised Business.

          2.Hooters  of  America,  in its  sole  discretion,  except  as  herein
               specifically  provided, may withhold its consent to a transfer of
               any interest in  Franchisee,  this  Agreement,  or the franchise;
               provided,  however, in all events, Hooters of America may, at its
               sole  discretion,   require  any  or  all  of  the  following  as
               conditions of its approval:

               a.   All of  Franchisee's  accrued  monetary  obligations and all
                    other  outstanding  obligations to Hooters of America.,  its
                    subsidiaries, and its affiliates shall have been satisfied;

               b.   Franchisee shall have substantially complied with all of the
                    terms and provisions of this Agreement, any amendment hereof
                    or successor  hereto,  or any other  agreements  between the
                    Franchisee  and  Hooters of  America,  its  subsidiaries  or
                    affiliates  and,  at the time of  transfer,  shall not be in
                    default thereof;

               c.   The transferor  shall have executed a general  release under
                    seal, in a form  satisfactory to Hooters of America,  of any
                    and all claims against  Hooters of America and its officers,
                    directors',  shareholders, and employees, in their corporate
                    and individual  capacities,  including,  without limitation,
                    claims arising under federal,  state, and local laws, rules,
                    and ordinances;

               d.   The  transferee  (and,  if the  transferee is .other than an
                    individual,  such  principals  and/or owners of a beneficial
                    interest  in  the  transferee  as  Hooters  of  America  may
                    request) shall enter into a written assumption agreement, in
                    a form  satisfactory  to Hooters of  America,  assuming  and
                    agreeing to discharge all of Franchisee's  obligations under
                    this  Agreement  and/or  any  new  franchise  agreement,  as
                    hereinafter provided;

               e.   The  transferee  shall  demonstrate  to Hooters of America's
                    satisfaction  that the transferee meets Hooters of America's
                    educational, managerial, and business standards; possesses a
                    good  moral  character,   business  reputation,  and  credit
                    rating;   has  the  aptitude  and  ability  to  conduct  the
                    Franchised  Business (as may be  evidenced by prior  related
                    business   experience  or  otherwise)  ;  and  has  adequate
                    financial  resources  and capital to operate the  Franchised
                    Business.

               f.   The  transferee  (and,  if the  transferee  is other than an
                    individual,  such  principals  and/or owners of a beneficial
                    interest  in  the  transferee  as  Hooters  of  America  may
                    request)  shall execute for a term ending on the  expiration
                    date of this  Agreement  and with such renewal term, if any,
                    as may be  provided by this  Agreement,  the  standard  form
                    franchise agreement then being offered to new Hooters System
                    franchisees and such other  ancillary  agreements as Hooters
                    of America may require for the  Franchised  Business,  which
                    agreements  shall  supersede  this Agreement in all respects
                    and the terms of which  agreements may differ from the terms
                    of this Agreement,  including,  without limitation, a higher
                    percentage  royalty  rate,  advertising  contribution,   and
                    service  charge  for  goods;  provided;  however,  that  the
                    transferee shall not be required to pay an initial franchise
                    fee as provided in Section IV. A.;

               g.   The transferee, at its expense, shall upgrade the Restaurant
                    to conform to the then-current  standards and specifications
                    of the new  entry  Hooters  System  and shall  complete  the
                    upgrading and other  requirements  within the time specified
                    by Hooters of America;

               h.   Franchisee shall remain liable for all of the obligations to
                    Hooters  of  America  in  connection   with  the  Franchised
                    Business  prior to the  effective  date of the  transfer and
                    shall execute any and all instruments  reasonably  requested
                    by Hooters of America to evidence such liability;

               i.   Franchisee   shall  agree  to  remain  obligated  under  the
                    covenants  against  competition of this Agreement as if this
                    Agreement had been terminated-on-the-date of the-transfer..

               j.   At  the   transferees   expense,   the  transferee  and,  if
                    applicable,  the transferee's  designated individual manager
                    shall  complete  any  training  programs  then in effect for
                    franchisees  upon such  terms and  conditions  as Hooters of
                    America may reasonably require;

               k.   Except  in  the  case  of  a  transfer   to  a   corporation
                    wholly-owned   by  the   Franchisee   and   formed  for  the
                    convenience  of ownership,  transferee  shall pay a transfer
                    fee in an amount  equal to twenty (20%) per cent of the then
                    current initial franchise fee charged by Franchisor.

               l.   The  transferee  shall  agree to a sublease or to a transfer
                    and   assignment,   and  assumption  of  the  lease  of  the
                    Restaurant site for the original franchisee and shall obtain
                    the landlord's approval if required prior to any transfer or
                    sublease, if applicable.

               m.   The Franchisee and the transferee  shall execute and deliver
                    a transfer agreement in the form attached hereto or the then
                    current   form  of  transfer   agreement   approved  by  the
                    Franchisor.

          3.   Franchisee acknowledges and agrees that each condition which must
               be met by the transferee is necessary to assure such transferee's
               full performance of the obligations hereunder.

          4.   If  the  contract  of  sale  between  Franchisee  and  transferee
               provides for  installment  payments of the purchase  price of any
               such sale of assets or stock of the Franchisee', the terms of any
               such  transaction  must be  expressly  preapproved  in writing by
               Franchisor.  Franchisee  seller shall remain personally liable to
               Franchisor for payment of the Fees owed by the  transferee  until
               the  installment  payments of the purchase  price and any related
               compensation  or  remuneration  are  paid  and  satisfied.   Such
               installment  payments,  compensation and/or remuneration shall be
               subordinate  to the  Fees  to be  paid to  Franchisor  under  the
               Franchise Agreement then if effect for the Restaurant.

     C.   Transfer to Franchisee's CorDoration:

Franchisee reserves the right to transfer and assign all of its right, title and
interest under this Franchise  Agreement  relating to an Approved  Location to a
corporation or partnership  owned and controlled by Franchisee,  or shareholders
of the Franchisee,  and formed for the convenience of ownership and operation of
the Restaurant,  subject to compliance with the requirements otherwise set forth
in this Agreement and the satisfaction of the following additional  requirements
as provided in (1) below to be delivered to  Franchisor  upon such  transfer and
assignment and, thereafter, upon request by Franchisor, from time to time:

          1.   Franchisee or, if Franchisee is a corporation,  the  shareholders
               of Franchisee shall be and at all times shall remain the owner of
               a majority of the stock and a majority  of the voting  control of
               such corporation (or, if a partnership,  the sole general partner
               and the owner of a majority of the partnership  interests of said
               partnership);

          2.   The transferee corporation or partnership shall comply, except as
               otherwise   approved   in   writing  by   Franchisor,   with  the
               requirements  set forth in Section  V.B.  throughout  the term of
               this Agreement.

          3.   Franchisee  agrees  to  remain  responsible  and  liable  for the
               performance  by Franchisee  and such  transferee  corporation  or
               partnership  of all of the terms and provisions of this Franchise
               Agreement.


     D.   Right of First Refusal:

          1.   The  Franchisee  and  any  party  holding  any  interest  in  the
               Franchisee who desires to accept any bona fide offer from a third
               party to purchase such interest  shall notify  Hooters of America
               in writing of each such offer, and shall provide such information
               and documentation relating to the offer as Hooters of America may
               require,  including  a true copy of any such  offer.  Hooters  of
               America  shall  have the right  and  option,  exercisable  within
               twenty  (20)   business   days  after  receipt  of  such  written
               notification,  to send written  notice to the seller that Hooters
               of America intends to purchase the seller's  interest on the same
               terms  and  conditions  offered  by the  third  party.  To enable
               Hooters of  America to  determine  whether it will  exercise  its
               option,  Franchisee and the seller shall provide such information
               and documentation,  including financial statements, as Hooters of
               America may require.  In the event that Hooters of America elects
               to purchase the seller's interest,  closing on such purchase must
               occur within ninety -(90)---days-,from  the-date-of-notice-to-the
               seller of the election to purchase by Hooters of America. Failure
               of Hooters of America to  exercise  the option  afforded  by this
               Section  XII-D.  shall  not  constitute  a  waiver  of any  other
               provision of this Agreement, including all of the requirements of
               this  Section  XII.,  with  respect to a proposed  transfer.  Any
               change  in  the  terms  of  any  offer  prior  to  closing  shall
               constitute  a new  offer  subject  to the  same  rights  of first
               refusal by Hooters of America as in the case of an initial offer.

          2.   In the event the consideration,  terms, and/or conditions offered
               by a third  party  are  such  that  Hooters  of  America  nay not
               reasonably be required to furnish the same consideration,  terms,
               and/or  conditions,  then  Hooters of America  may  purchase  the
               interest in the Franchised  Business  proposed to be sold for the
               reasonable equivalent in cash. If the parties cannot agree within
               a  reasonable  time on the  cash  consideration,  an  independent
               appraiser  experienced  in  appraising  business  similar  to the
               Restaurant  shall  be  designated  by  Hooters  of  America,  and
               determination  by such appraiser  shall be conclusive and binding
               on all parties.

     E.   Transfer Upon Death or Mental Incompetency:

Upon the death or mental  incompetency  of the  Franchisee or any person with an
interest or beneficial interest in the Franchise,  the executor,  administrator,
or personal  representative  of such person shall  transfer  within one (1) year
after such death or mental  incompetency  such interest to an existing  approved
shareholder of  Franchisee,  or to a third party approved by Hooters of America,
which approval shall not be  unreasonably  withheld.  Mental  incompetency,  for
purposes of this Franchise  Agreement,  shall mean the appointment of a guardian
for the subject  party by a court of  competent  jurisdiction.  Such  transfers,
including,  without  limitation,  transfers by devise or  inheritance,  shall be
subject to the same conditions as any inter vivos transfer. However, in the case
of transfer by devise or inheritance,  if the heirs or beneficiaries of any such
person are unable to satisfy the conditions in this Section XII. within said one
(1) year period, Hooters of America may terminate this Agreement or may exercise
its  option  to  purchase  the  Hooters  Restaurant  at fair  market  value,  as
determined by an  independent  appraiser  designated by Hooters of America which
determination by such appraiser shall be conclusive and binding on all parties.


     F.   "Interim--operation--of-the-Restaurant:

Pending assignment,  upon the death of Franchisee or its operating principal, or
in the event of any  temporary or  permanent  mental or physical  disability  of
Franchisee  or its  operating  principal,  a manager  shall be employed  for the
operation of the Restaurant who has successfully completed Franchisor's training
courses to operate the Restaurant  for the account of  Franchisee.  If after the
death or disability of Franchisee or the operating  principal of Franchisee  the
Restaurant is not being managed by such trained  manager,  Hooters of America is
authorized  to appoint a manager to maintain  the  operation  of the  Restaurant
until an approved  assignee will be able to assume the  management and operation
of the Restaurant,  but ih no event f or a period exceeding one (1) year without
the  approval of  Franchisee,  the personal  representative  of  Franchisee,  or
Franchisee's successor in interest;  such manager shall be deemed an employee of
the Franchisee. All funds from the operation of the Restaurant during the period
of management by such appointed or approved  manager shall be kept in a separate
fund and all expenses of the Restaurant, including compensation of such manager,
other costs and travel and living expenses of such appointed or approved manager
(the "Management Expenses") , shall be charged to such fund. As compensation for
the management services provided, in addition to the Fees due hereunder, Hooters
of  America  shall  charge  such  fund the full  amount of the  direct  expenses
incurred  by Hooters of America  during  such  period of  management  for and on
behalf of  Franchisee ' provided  that Hooters of America shall only have a duty
to  utilize  reasonable  efforts  and shall not be liable to  Franchisee  or its
owners for any debts,  losses or obligations  incurred by the Restaurant,  or to
any creditor of Franchisee for any merchandise,  materials, supplies or services
purchased  by the  Restaurant  during  any  period in which it is  managed  by a
Hooters of America-appointed or approved manager.

     G.   Non-Waiver of Claims:

Neither Hooters of America's consent to any proposed transfer of any interest in
the franchise  granted herein,  nor Hooters of America's failure to exercise its
option to purchase  any  interest of a seller,  shall be deemed to  constitute a
waiver of any claims it may have-against the transferring  party or entity,  nor
shall it be deemed a waiver  of  Hooters  of  America's  right to  demand  exact
compliance  with  any of the  terms  of  this  Agreement  by any  transferor  or
transferee, any future rights or options of Hooters of America, or any provision
of this Agreement.


XIII.             DEFAULT AND TERMINATION

     A.   Franchisee shall be deemed to be in default under this Agreement,  and
          all rights granted herein shall automatically terminate without notice
          to Franchisee, upon the occurrence of any of the following events:

          1.   If  Franchisee   shall  become   insolvent  or  makes  a  general
               assignment for the benefit of creditors;

          2.   If a petition in  bankruptcy  is filed or a case in bankruptcy is
               commenced by Franchisee, or against Franchisee and is not opposed
               by Franchisee;

          3.   If Franchisee is adjudicated as bankrupt or becomes insolvent, in
               Franchisor's reasonable  determination,  which shall mean any one
               or  more  of  the  following   conditions  that  appertain  -  to
               Franchisee:  (i) The fair value of its  property is less than the
               amount  required  to  pay  all  of  its  indebtedness,  including
               contingent  debts;  (ii) The present fair  saleable  value of its
               owned  property  is less than the amount that will be required to
               pay all of its existing indebtedness as such becomes absolute and
               matured;   (iii)   Franchisee   is  unable  to  pay  all  of  its
               indebtedness as such indebtedness  matures,  or (iv) Franchisee's
               capital is insufficient to carry on its business transactions and
               all business transactions in which it is about to engage.

          4.   If a bill in equity or other  proceeding for the appointment of a
               receiver  of  Franchisee  or  other  custodian  for  Franchisee's
               business or assets is filed and consented to by Franchisee,

          5.   If a receiver or other custodian  (permanent or temporary) of the
               Restaurant,  Franchisee,  or Franchisee's assets or property,  or
               any  part  thereof,  is  appointed  by  any  court  of  competent
               jurisdiction;

          6.   If proceedings  for a composition  with creditors under any state
               or federal law should be instituted by or against Franchisee;

          7.   If a final judgment  remains  unsatisfied or of record for thirty
               (30) days or  longer  (unless  supersedes  bond is filed) ; or if
               Franchisee is dissolved;

          8.   If execution is levied against Franchisee's business or property;

          9.   If any real or personal property of Franchisee's Restaurant shall
               be  sold  after  levy  thereupon  by any  sheriff.,  marshal,  or
               constable;

          10.  If Franchisee (or, if Franchisee is a corporation or partnership,
               any  principal  of  Franchisee)  is  convicted  of or pleads nolo
               contenders to a felony,  fraud,  sale of illegal  drugs,  a crime
               involving  moral  turpitude  or any other  crime that is directly
               related to Franchisee's  conduct of the Franchised  Business,  or
               any other  crime that  Hooters of America  determines  to have an
               adverse  effect  on  the  Restaurant,  the  Hooters  System,  the
               Proprietary Marks, the goodwill associated therewith,  or Hooters
               of America's interest therein;

          11.  If, in violation of the terms of Sections  VII. or VIII.  hereof,
               or the  Confidentiality  Agreement,  Franchisee,  its principals,
               representatives,  agents or  employees  disclose  or divulge  the
               contents  of  the  Manuals  or  other  confidential   information
               provided to  Franchisee  by Hooters of America,  or if Franchisee
               maintains false books or records, or submits any false reports to
               Hooters of America;

          12.  If  any   inspection  of   Franchisee's   records   discloses  an
               understatement of payments due Hooters of America of four percent
               (4%) or more;

          13.  If  Franchisee  or any  principal of Franchisee is convicted in a
               court  of  competent   jurisdiction  of  an  indictable   offense
               punishable  by a term of  imprisonment  in excess of one (1) year
               that is directly  related to the business  conducted  pursuant to
               this Agreement;

          14.  If Franchisee's alternate candidate for management training shall
               not adequately complete such management  training program,  after
               either Franchisee or Franchisees designated individual previously
               failed to complete adequately the management training;

          15.  If an approved transfer is not effected within the time set forth
               in Section XII.E. hereof, following Franchisee's or the principal
               of Franchisee's death or mental incompetency;

          16.  Except as  otherwise  provided in this  Franchise  Agreement,  if
               Franchisee  at any time ceases to operate or  otherwise  abandons
               the Franchised Business, or otherwise forfeits the right to do or
               transact  business in the  jurisdiction  where the  Restaurant is
               located; or

          17.  In the event of the gross  negligence  or willful  breach of this
               Franchise  Agreement by the Franchisee,  or any of the principals
               of the  Franchisee,  in the breach of any of the covenants of the
               Franchisee contained in this Agreement.

     B.   Except as provided in Sections  XIII.A.,  XIII.C.  and XIII.D. of this
          Agreement,  Franchisee shall have five (5) days after its receipt from
          Hooters of America of a written notice of termination  within which to
          remedy any default  hereunder (or, if the default cannot reasonably be
          cured  within  such  five (5)  days,  to  initiate  within  that  time
          substantial and continuing action to cure the default), and to provide
          evidence  thereof to Hooters of  America.  If any such  default is not
          cured within that time (or, if appropriate, substantial and continuing
          action,  in  continuity,  to cure the default is not initiated  within
          that time),  or such longer period as provided herein or as applicable
          law may require, this Agreement shall terminate with reference to such
          Approved  Location(s) wherein said default shall occur without further
          notice to Franchisee effective immediately upon expiration of the five
          (5) day period or such longer  period as  applicable  law may require.
          Franchisee  shall be in default  hereunder  for any  failure to comply
          with any of the requirements imposed by this Agreement or the Manuals,
          as it may from time to time  reasonably be  supplemented,  or to carry
          out the terms of this Agreement.  Such defaults shall include, without
          limitation, the occurrence of any of the following events:

          1.   If Franchisee  fails,  refuses,  or neglects promptly to pay when
               due any monies owing to Hooters of America or its subsidiaries or
               affiliates,  the  National  Advertising  Fee  or  to  submit  the
               financial  or other  information  required  by Hooters of America
               under this Agreement, or makes any false statements in connection
               therewith;

          2.   If Franchisee sells unauthorized products or products not meeting
               Franchisor's specifications;

          3.   If  Franchisee   fails  to  maintain  any  of  the  standards  or
               procedures prescribed by Hooters of -America in this - Agreement,
               the Manuals, or otherwise in writing; or

          4.   If  Franchisee  fails to maintain the character and nature of the
               Restaurant through  alteration of the product selection,  product
               restrictions, image, design or inventory.

     C.   Except as provided in Sections  XIII.A.,  XIII.B.  and XIII.D. of this
          Agreement,  Franchisee shall have ten (10) days after its receipt from
          Hooters of America of a written notice of termination  within which to
          remedy any default  hereunder (or, if the default cannot reasonably be
          cured  within  such  ten (10)  days,  to  initiate  within  that  time
          substantial and continuing action to cure the default), and to provide
          evidence  thereof to Hooters of  America.  If any such  default is not
          cured within that time (or, if appropriate, substantial and continuing
          action in continuity to cure the default is not initiated  within that
          time) , or such longer  period as  applicable  law may  require,  this
          Agreement shall terminate with reference to such Approved  Location(s)
          wherein said default shall occur without  further notice to Franchisee
          effective  immediately  upon  expiration of the ten (10) day period or
          such longer period as applicable law may require.  Franchisee shall be
          in  default  hereunder  for any  failure  to  comply  with  any of the
          requirements  imposed by this Agreement or the Manuals, as it may from
          time to time reasonably be supplemented,  or to carry out the terms of
          this Agreement in good faith.  Such defaults  shall  include,  without
          limitation, the occurrence of any of the following events:


          1.   If a threat or danger to public health or safety results from the
               maintenance  or  operation  of  the   Restaurant   which  is  not
               immediately corrected by Franchisee;

          2.   If  Franchisee  or any partner of or  shareholder  in  Franchisee
               purports  to  transfer  any  rights  or  obligations  under  this
               Agreement  or any  interest  in  Franchisee  to any  third  party
               without Hooters of America's prior written  consent,  contrary to
               the terms of Section XII. of this Agreement;

          3.   If  Franchisee  fails to comply  with the  in-term  covenants  in
               Section  XV.B.  hereof  or  fails  to  obtain  execution  of  the
               covenants required under Section VIII.B. or Section XV.I. hereof;
               or

          4.   If  Franchisee,  after  curing a default  pursuant  to 'Section -
               XIII.  C.  hereof ,  commits  the " same - act - of  default  two
               additional  times  within  one  (1)  year of the  initial  act of
               default.

     D.   Except as provided in Sections  XIII.A.,  XIII.B.  and XIII.C. of this
          Agreement,  Franchisee  shall have  thirty (30) days after its receipt
          from  Hooters  of America of a written  notice of  termination  within
          which to remedy any  default  hereunder  (or,  if the  default  cannot
          reasonably be cured within such thirty (30) days,  to initiate  within
          that time substantial and continuing action to cure the default),  and
          to provide evidence thereof to Hooters of America. If any such default
          is not cured  within that time (or, if  appropriate,  substantial  and
          continuing  action to cure the  default is not  initiated  within that
          time) ' or such longer  period as applicable  law -may  require,  this
          Agreement shall terminate with reference to such Approved  Location(s)
          wherein said default shall occur without further not-ice to Franchisee
          effective immediately upon expiration of the thirty (30) day period or
          such longer period as applicable law may require.  Franchisee shall be
          in  default  hereunder  for any  failure  to  comply  with  any of the
          requirements  imposed by this Agreement or the Manuals, as it may from
          time to time reasonably be supplemented,  or to carry out the terms of
          this Agreement in good faith.  Such defaults  shall  include,  without
          limitation, the occurrence of any of the following events:

          1.   If  Franchisee's   alcoholic   beverage  license  is  revoked  or
               suspended for any reason;

          2.   If  Franchisee  misuses  or  makes  any  unauthorized  use of the
               Proprietary  Marks or otherwise  materially  impairs the goodwill
               associated therewith or Hooters of America's rights therein;

          3.   If  Franchisee  engages in any business or markets any service or
               product  under a name or mark  which,  in  Hooters  of  America's
               opinion,  is confusingly  similar to the Proprietary Marks or the
               Hooters System;

          4.   If Franchisee, by act or omission, commits or permits a violation
               of any terms  and  provisions  of this  Franchise  Agreement  not
               specifically addressed in this Section, or of any law, ordinance,
               rule or regulation of a governmental  agency, in the absence of a
               good faith dispute over its  application  or legality and without
               promptly  resorting to an appropriate  administrative or judicial
               forum for relief therefrom;

          5.   If Franchisee fails to a maintain a responsible  credit rating by
               failing to make prompt payment of undisputed bills,  invoices and
               statements  from  suppliers  of goods and services to the Hooters
               Restaurant;

          6.   If  Franchisee,  without the prior written  consent of Hooters of
               America,   enters  into  a  management  agreement  or  consulting
               arrangement relating to the Hooters Restaurant with any person or
               with an entity not wholly owned by Franchisee;

          7.   If  Franchisee  defaults  under a lease  for or  relating  to the
               Restaurant, or under any mortgage, chattel mortgage,  conditional
               bills of sale, title retention  contracts or security  agreements
               of every kind or character, and does not cure such default within
               any grace period provided by the lease or security instrument; or

          8.   If  Franchisee  fails to pay on a timely basis its taxes or other
               governmental  charges,  rent.,  lease  payments,  or  payments to
               suppliers, contractors, or trade creditors.

          9.   If the  current  liabilities  of  Franchisee  exceed the  current
               assets of Franchisee, as shown on any balance sheet of Franchisee
               furnished  to the  Franchisor;  provided  that a default  of this
               nature  must be cured  within the  original  thirty (30) day cure
               period, and its cure may be effected solely by delivery of (i) an
               audited or unaudited balance sheet of Franchisee, dated as of the
               end of the  month  preceding  the last  day of the  cure  period,
               demonstrating  that the current  assets of Franchisee  exceed the
               current   liabilities   of   Franchisee,   and  (ii)  a   written
               certification,  executed by the chief  executive  officer and the
               chief accounting officer of Franchisee, that the balance sheet is
               accurate   and  that  as  of  the  date  of  the   certification,
               Franchisee's current assets exceed its current liabilities.

     E.   Any and all claims (except for monies due  Franchisor)  arising out of
          or  related  to  the  offer,  sale,  negotiation,  administration  and
          termination of this Agreement,  or the  relationship  between or among
          the  parties  hereto,  shall be  barred  unless an action at law or in
          equity is properly filed in a court of competent  jurisdiction  within
          one (1) year from the date  Franchisee or  Franchisor  knows or should
          have known of the fact giving- -rise -to -such- -claim except -to -the
          - extent any applicable 'law or statute  provides for a shorter period
          of time to bring a claim.

XIV.  OBLIGATIONS  UPON TERMINATION OR EXPIRATION Upon termination or expiration
of this Agreement,  all rights granted  hereunder to Franchisee  shall forthwith
terminate, and:

     A.   Franchisee shall immediately cease to operate the business  franchised
          under  this  Agreement  '  and  shall  not  thereafter,   directly  or
          indirectly, represent to the public or hold itself out as a present or
          former franchisee of Hooters of America.

     B.   Franchisee  shall  immediately  and  permanently  cease to use, in any
          manner whatsoever, any confidential methods, procedures and techniques
          associated with the Hooters System; the Proprietary Mark "Hooters"; or
          all other Proprietary  Marks and distinctive  forms,  slogans,  signs,
          symbols,   and  devices   associated  with  the  Hooters  System.   In
          particular,  Franchisee  shall cease to use, without  limitation,  all
          signs,  advertising materials,  displays,  stationery,  forms, and any
          other articles which display the Proprietary Marks; provided, however,
          that  this  Section  XIV.B.  shall  not  apply  to  the  operation  by
          Franchisee of any other  franchise  under the Hooters System which may
          be  separately  and  independently  granted  by  Hooters of America to
          Franchisee.

     C.   Franchisee  shall take such action as may be  necessary  to cancel any
          assumed  name or  equivalent  registration  which  contains  the  mark
          "Hooters"  or any  other  service  mark or  trademark  of  Hooters  of
          America,   and  Franchisee  shall  furnish  Hooters  of  America  with
          confirmation  that this  obligation has been  fulfilled  within thirty
          (30) days after termination or expiration of this Agreement.

     D.   Franchisee   agrees,   in  the  event  it   continues  to  operate  or
          subsequently  begins to  operate  any other  business,  not to use any
          reproduction,   counterfeit,  copy,  or  colorable  imitation  of  the
          Proprietary  Marks,  either in connection  with such other business or
          the promotion thereof, which is likely to cause confusion, mistake, or
          deception, or which is likely to dilute Hooters of America's rights in
          and to the  Proprietary  Marks,  and further agrees not to utilize any
          designation of origin or description or  representation  which falsely
          suggests or represents an  association  or connection  with Hooters of
          America or the Hooters, System.

     E.   Franchisee  shall  promptly  pay to  Franchisor  (a) all sums owing to
          Hooters of America and its subsidiaries and affiliates accrued through
          the  effective  date  of  termination  following  performance  by  the
          Franchisee  of the  provisions of Section XIV, and (b) an amount equal
          to the Fee payable by  Franchisee  for the thirteen (13) four (4)-week
          periods  prior to the date of notice by  Franchisor  to  Franchisee of
          termination  of this  Agreement  (or if this  Agreement is  terminated
          prior to the expiration of thirteen (13) four (4)-week  periods,  then
          the  amount of such  Fees  payable  by  Franchisee  projected  to said
          thirteen (13) four (4)-week periods],  and (c) all costs and expenses,
          including  reasonable  attorney's fees, incurred by Hooters of America
          as a result of the  default,  which  obligation,  until paid in full '
          shall be and constitute a lien in favor of Hooters of America  against
          any and all cf the personal property,  furnishings,  equipment, signs,
          fixtures  inventory and assets owned by Franchisee and on the premises
          operated  hereunder  at the time of default.  The  Franchisor  and the
          Franchisee  specifically  acknowledge  and  agree  that the  damage to
          Franchisor from  Franchisee's  default hereunder would be difficult or
          impossible  to  accurately  determine,  and that the sums  payable  by
          Franchisee  to  Franchisor,  as  herein  provided,  are  a  reasonable
          estimate of Franchisor's damages and does not constitute a penalty.

     F.   Franchisee  shall pay to Hooters of America all  damages,  costs,  and
          expenses,  including reasonable attorney's fees, , incurred by Hooters
          of America in obtaining injunctive or other relief for the enforcement
          of any provisions of Section XIV.

     G.   Franchisee  shall  immediately  deliver  to  Hooters  of  America  all
          manuals,   including  the  Manuals,   records,  files,   instructions,
          correspondence,.  all materials  related to operating  the  Franchised
          Business,  including,  without  limitation,   brochures,   agreements,
          invoices, and any and all other materials relating to the operation of
          the Franchised  Business in  Franchisee's  possession,  and all copies
          thereof  (all of which are  acknowledged  to be Hooters  of  America's
          property), and shall retain no copy or record of any of the foregoing,
          except  Franchisee's copy of this Agreement and of any  correspondence
          between  the  parties  and  any  other  documents   which   Franchisee
          reasonably needs for compliance with any provision of law.

     H.   Within ten (10) days from the date of termination  of this  Agreement,
          Franchisee  and Hooters of America shall arrange f or an,  inventory -
          to --be - made,  -at --  Hooters-  of  America's  cost if  required by
          Hooters of America, of all of the assets of the Restaurant,  including
          without limitation resalable  merchandise,  decor package,  signs, and
          any items containing the Proprietary Marks related to the operation of
          the  Restaurant.  Hooters of America shall have the option to purchase
          from  Franchisee  any or all  such  items  at fair  market  value,  as
          determined  by an  independent  appraiser  designated  by  Hooters  of
          America, which determination by such appraiser shall be conclusive and
          binding on all  parties;  such option may be  exercised  by Hooters of
          America  within  thirty  (30)  days from the date of  receipt  of such
          appraisal,  for closing of purchase  and sale within  thirty (30) days
          from the date of exercise of such option.

XV.               COVENANTS

     A.   Franchisee covenants that during the term of this Agreement, except as
          otherwise approved in writing by Hooters of America,  Franchisee shall
          devote his full time,  energy,  and best efforts to the management and
          operation of the Franchised Business hereunder.

     B.   Franchisee specifically acknowledges that, pursuant to this Agreement,
          Franchisee will receive valuable specialized training and confidential
          information,  including, without limitation, information regarding the
          operational,  sales,  promotional and marketing methods and techniques
          of Hooters of America and the  Hooters  System.  Franchisee  covenants
          that, during the term of this Agreement'. except as otherwise approved
          in  writing  by  Hooters of  America,  Franchisee  shall  not,  either
          directly or indirectly,  for itself, or through,  on behalf of ' or in
          conjunction with, any person, persons, or legal entity, employ or seek
          to employ any  person  who is at that tin ' e  employed  by Hooters of
          America or by any other franchisee or affiliate of Hooters of America,
          or otherwise directly or indirectly induce such person to leave his or
          her employment.

     C.   Franchisee  covenants that, except as otherwise approved in writing by
          Hooters of  America,  Franchisee  shall  not,  during the term of this
          Agreement and for a continuous  uninterrupted  period  commencing upon
          the  expiration or termination  of this  Agreement,  regardless of the
          cause for  termination,  and continuing for two (2) years  thereafter,
          either directly or indirectly for itself, or through, on behalf of, or
          in  conjunction  with,  any person!  persons,  or legal  entity,  own,
          maintain,  operate, engage in, be employed by, or have any interest in
          any  restaurant  business  featuring  female sex appeal,  with similar
          decor or similar menu items to Hooters  restaurants  within a five (5)
          mile radius of the restaurant location designated hereunder, or within
          a five (5) mile radius of any other Hooters Restaurant in existence or
          planned as of the time of termination or expiration of this Agreement,
          as identified in the Franchise Offering Circular of Hooters of America
          in  effect  as of the  date  of  expiration  or  termination  of  this
          Agreement.

     D.   Section XV.C.  shall not apply to ownership by Franchisee of less than
          a five  percent (5%)  beneficial  interest in the  outstanding  equity
          securities of any publicly held corporation.

     E.   The  parties  agree  that  each of the  foregoing  covenants  shall be
          construed as  independent  of any other  covenant or provision of this
          Agreement.  If all or any portion of a covenant in this Section XV. is
          held  unreasonable or  unenforceable by a court or agency having valid
          jurisdiction in an unappealed  final decision in a proceeding to which
          Hooters of America is a party, Franchisee expressly agrees to be bound
          by any lesser covenant subsumed within the terms of such covenant that
          imposes  the  maximum  duty  permitted  by  law,  as if the  resulting
          covenant were separately stated in and made a part of this Section XV.

     F.   Franchisee  understands and acknowledges that Hooters of America shall
          have the  right,  in its sole  discretion,  to reduce the scope of any
          covenant set forth in Sections XV.B. and XV.C. of this  Agreement,  or
          any  portion  thereof,   without   Franchisee's   consent,   effective
          immediately upon receipt by Franchisee of written notice thereof;  and
          Franchisee  agrees that it shall comply forthwith with any covenant as
          so  modified,  which shall be fully  enforceable  notwithstanding  the
          provisions of Section XX. hereof.

     G.   Franchisee  expressly  agrees that the  existence of any claims it may
          have  against  Hooters of America,  whether or not  arising  from this
          Agreement,  shall not  constitute  a  defense  to the  enforcement  by
          Hooters of America of the  covenants  in this  Section XV.  Franchisee
          agrees to pay all damages,  costs and expenses  (including  reasonable
          attorney's fees) incurred by Hooters of America in connection with the
          enforcement of this Section XV.

     H.   Franchisee  acknowledges that  Franchisee's  violation of the terms of
          this  Section XV.  would  result in  irreparable  injury to Hooters of
          America for which no adequate  remedy 'at, law may be  available,  and
          Franchisee  accordingly  consents  to the  issuance  of an  injunction
          prohibiting  any conduct by  Franchisee  in  violation of the terms of
          this  Section  XV and waives any  requirement  for the  posting of any
          bond(s) relating thereto.

     I.   At Hooters of America's  request,  Franchisee shall require and obtain
          execution  of  covenants  set  forth in this  Section  XV.  (including
          covenants  applicable upon the termination of a person's  relationship
          with  Franchisee)  from any or all of the following  persons:  (1) all
          principals  of  Franchisee   (if   Franchisee  is  a  corporation   or
          partnership),  all  managers of  Franchisee,  and any other  personnel
          employed by Franchisee  who have received or will receive  training in
          the Hooters  System;  (2) all  officers,  directors,  and holders of a
          beneficial  interest of five percent (5%) or more of the securities or
          ownership of Franchisee, and of any corporation directly or indirectly
          controlling  Franchisee,  if Franchisee is a corporation;  and (3) the
          general partners and any limited partners  (including any corporation,
          and the officers,  directors,  and holders of a beneficial interest of
          five percent (5%) or more of the securities of any  corporation  which
          controls,  directly or indirectly, any general or limited partner), if
          Franchisee is a partnership.  Every covenant  required by this Section
          XV.I.  shall be in a form and  substance  satisfactory  to  Hooters of
          America,  including,  without limitation.  specific  identification of
          Hooters of America as a third party beneficiary of such covenants with
          the independent right to enforce such covenants. Failure by Franchisee
          to obtain execution of a covenant required by this Section XV.I. shall
          constitute a default under Section XIII.B. hereof.

XVI.              TAXES, PERMITS, AND INDEBTEDNESS

     A.   Franchisee  shall  promptly pay when due all taxes levied or assessed,
          including,  without limitation,  unemployment and sales taxes, and all
          accounts and other  indebtedness  of every kind incurred by Franchisee
          in the  conduct  of the  business  franchised  under  this  Agreement.
          Franchisee  shall pay to Hooters  of  America  an amount  equal to any
          sales tax,  gross receipts tax, or similar tax (other than income tax,
          or similar  tax)  imposed on  Hooters of America  with  respect to any
          payments to Hooters of America  required under this Agreement,  unless
          the tax is credited against income tax otherwise payable by Hooters of
          America.

     B.   In the event of any bona fide dispute as to Franchisee's liability for
          taxes  assessed  or other  indebtedness,  Franchisee  may  contest the
          validity  or the amount of the tax  or-indebtedness-in-accordance-with
          procedures-of-the  taxing authority or applicable law; however,  in no
          event  shall  Franchisee  permit  a tax  sale  or  seizure  by levy or
          execution or similar writ or warrant, or attachment by a creditor,  to
          occur  against  the  premises  of  the  Franchised  Business,  or  any
          improvements thereon.

     C.   Franchisee shall comply with all federal, state, and local laws, rules
          and  regulations,  and  shall  timely  obtain  any  and  all  permits,
          certificates, or licenses necessary for the full and proper conduct of
          the  business  franchised  under this  Agreement,  including,  without
          limitation,  licenses to do business,  fictitious name  registrations,
          sales tax permits, and fire and liability insurance.

     D.   Franchisee  shall notify Hooters of America in writing within five (5)
          days of the  commencement of any action,  suit, or proceeding,  and of
          the issuance of any order, writ,  injunction,  award, or decree of any
          court, agency, or other governmental instrumentality,  which adversely
          affects or relates to the  operation  or  financial  condition  of the
          Franchised Business.

XVII.             INDEPENDENT CONTRACTOR

     A.   It is understood  and agreed by the parties hereto that this Agreement
          does not create a fiduciary relationship between the parties hereto or
          any affiliated or related  parties or entities;  that Franchisee is an
          independent contractor; and that nothing in this agreement is intended
          to  constitute  either  party  as  an  agent,  legal   representative,
          subsidiary, joint venturer, partner, employee, or servant of the other
          for any purpose whatsoever.

     B.   During  the  term  of  this  Agreement  and  any  extensions   hereof,
          Franchisee  shall  hold  itself  out to the  public as an  independent
          contractor operating the business pursuant to a franchise from Hooters
          of America.  Franchisee agrees to take such action as may be necessary
          to do so, including,  without limitation,  exhibiting a notice of that
          fact in a conspicuous  place in the franchised  premises,  the content
          and form of which Hooters of America reserves the right to specify.

     C.   It is understood and agreed that nothing in this Agreement  authorizes
          Franchisee,  and  Franchisee  shall  have no  authority,  to make  any
          contract, agreement,  warranty, or representation on behalf of Hooters
          of America,  or to incur - any debt or other  obligation in Hooters of
          America's  name;  and that  Hooters of America  -shall -in --no -event
          assume  -,liability  for, or- be deemed liable hereunder or thereunder
          as a result of any such action; nor shall Hooters of America be liable
          by reason of any act or omission of  Franchisee  in its conduct of the
          Franchised  Business  or for any claim or judgment  arising  therefrom
          against Franchisee or Hooters of America.


XVIII.            INDEMNIFICATION

     A.   As used in this  Section,  the  phrase  "losses  and  expenses"  shall
          include without  limitation,  all losses,  compensatory,  exemplary or
          punitive damages,  fines,  charges,  costs,  lost profits,  attorneys,
          fees,  accountants' fees, expert witness fees, expenses,  court costs,
          settlement amounts" judgments,  compensation for damages to Hooters of
          America's reputation and goodwill,  costs of or resulting from delays,
          financing,  costs of advertising  material and media  time/space,  and
          costs of changing, substituting or replacing the same, and any and all
          expenses of recall, refunds',  compensation,  public notices and other
          such amounts incurred in connection with the matters described.

     B.   Franchisee  shall,  at all times,  indemnify  and hold harmless to the
          fullest  extent  permitted  by law Hooters of America,  its  corporate
          affiliates,  successors  and  assigns  and the  respective  directors,
          officers, employees, agents and representatives of each (collectively,
          the "Indemnities") from all losses and expenses incurred in connection
          with any action, suit,  proceeding,  claim,  demand,  investigation or
          inquiry (formal or informal) , or any settlement  thereof  (whether or
          not a formal  proceeding or action has been  instituted)  which arises
          out  of or  is  based  upon  Franchisee's  acquisition,  construction,
          renovation,  financing,  management  and  operation of the  Franchised
          Business, including, without limitation, any of the following:

          1.   Franchisee's violation, breach or asserted violation or breach of
               any  contract,  federal  state or local  law,  regulation,  rule,
               order, standard, or directive or of any industry standard;

          2.   Libel, slander or any other form of defamation by Franchisee;

          3.   Franchisee's violation or breach of any warranty, representation,
               agreement or obligation in this Agreement;

     A.   Acts,  errors  or  omissions  of  Franchisee  or any  of  its  agents,
          servants,    employees,    contractors,    partners,   affiliates   or
          representatives.

This  indemnification  shall  include  cases  alleging  the  negligence  of  any
Indemnitee,  including,  without  limitation,  negligence in the supervision and
inspection of the Franchised  Business,  the training of a Restaurant  employee,
and the specification of System  standards,  but excluding any case in which the
Indemnitee is determined by a court of competent jurisdiction to have engaged in
gross negligence or willful  misconduct.  The  indemnification set forth in this
Section shall survive the termination of this Agreement.

     C.   Franchisee  shall  promptly  notify  Hooters of America of any action,
          suit, proceeding, claim, demand, inquiry or investigation as described
          in  Section  XVIII.B.  If  Hooters  of America is or may be named as a
          party in any such  action,  Hooters of America may elect (but under no
          circumstances  will be  obligated)  to  undertake  the defense  and/or
          settlement  thereof,  at the cost and expense of  Franchisee.  No such
          undertaking  by  Hooters  of  America  shall,  in any  manner or form,
          diminish  Franchisee's  obligation to indemnify Hooters of America and
          to hold it harmless.

     D.   With respect to any action, suit,  proceeding,  claim, demand, inquiry
          or  investigation,  Hooters of America  may,  at any time and  without
          notice,  in order to protect  persons or property or the reputation or
          goodwill of Hooters of America or others,  order,  consent or agree to
          any settlement or take any remedial or corrective action as Hooters of
          America deems  expedient,  if, in Hooters of America's  sole judgment,
          there are reasonable grounds to believe that:

          1.   any of the acts or  circumstances  enumerated in Section XVIII.B.
               have occurred;.-or

          2.   any act,  error, or omission of Franchisee may result directly in
               or  indirectly  in  damage,  injury or harm to any  person or any
               property.

     E.   All losses and expenses  incurred under this Section  XVIII.  shall be
          chargeable to and paid by Franchisee  pursuant to its  obligations  of
          indemnity hereunder.

     F.   Under no circumstances  shall the Indemnities be required or obligated
          to seek recovery from third parties or otherwise mitigate their losses
          in order to maintain a claim  against  Franchisee.  Franchisee  agrees
          that the failure to pursue such  recovery or mitigate loss shall in no
          way reduce the amounts recoverable by the Indemnities from Franchisee.

     G.   The Indemnities  assume no liability  whatsoever for any acts, errors,
          or  omissions  of any  persons  with  whom  Franchisee  may  contract,
          regardless  of  the  purpose.   Franchisee  shall  hold  harmless  and
          indemnify the Indemnities and each of them for all losses and expenses
          that may arise out of any acts,  errors  or  omissions  of such  third
          parties with whom Franchisee may contract.

XIX.     APPROVALS AND WAIVERS

     A.   Whenever  this  Agreement  requires  the prior  approval or consent of
          Hooters of America,  Franchisee shall make a timely written request to
          Hooters of America  therefor,  and such  approval or consent  shall be
          obtained in writing.

     B.   Hooters  of  America  makes no  warranties  or  guarantees  upon which
          Franchisee  may rely,  and  assumes  no  liability  or  obligation  to
          Franchisee, by providing any waiver, approval,  consent, or suggestion
          to Franchisee or in connection  with any consent,  or by reason of any
          neglect, delay, or denial of any request therefor.

     C.   No failure of Hooters of America to exercise any power  reserved to it
          in this Agreement, or to insist upon compliance by Franchisee with any
          obligation or condition in this  Agreement,  and no custom or practice
          of the parties at variance with the terms hereof,  shall  constitute a
          waiver of Hooters of America's  rights to demand exact compliance with
          any of the terms of this  Agreement.  Waiver by  Hooters of America of
          any particular default shall not affect or impair Hooters of America's
          right  with  respect  to any  subsequent  default  of the same or of a
          different  nature;  nor shall any delay,  forbearance,  or omission by
          Hooters of America to exercise  any power or right  arising out of any
          breach or default by  Franchisee of any of the terms,  provisions,  or
          covenants  of this  Agreement  affect or impair  Hooters of  America's
          rights;  nor shall such  constitute  a waiver by Hooters of America of
          any rights  hereunder  or rights to declare any  subsequent  breach or
          default.

  XX.             NOTICES

  Any and all notices  required or permitted  under this  Agreement  shall be in
  writing  and  shall be  personally  -delivered  ...  or-mailed  by  certified,
  registered or express mail, return receipt requested, or by overnight delivery
  service, to the respective parties at the following addresses unless and until
  a different address has been designated by written notice to the other party:

  Notices to Hooters of America:

   Hooters of America, Inc.
   4501 Circle 75 Parkway
   Suite E-5110
   Atlanta, Georgia 30339
   Attention: Franchise Department


<PAGE>

  With Copy To:

  A. J. Block, Jr., Esq.
  Fine and Block
  2060 Mt.  Paran Road, N.W.
  Atlanta, Georgia 30327

  Notices to Franchisee:

  Butterwings of Wisconsin, Inc. c/o Harvey L. Temkin 1st
  Wisconsin Plaza 1 South Pinckney Street
  Madison, Wisconsin 53701-1497

                  Any  notice by  certified,  registered  or  express  mail,  or
                  overnight delivery service, shall be deemed to have been given
                  at the  earlier  of the date and time of receipt or refusal of
                  receipt or, if by mail,  three (3)  business  days after being
                  deposited in the United States mail.

XXI.              ENTIRE AGREEMENT

This Agreement, the documents referred to herein, and the attachments hereto, if
any,  constitute the entire,  full, and complete  Agreement  between  Hooters of
America and Franchisee  concerning the subject matter hereof,  and supersede all
prior  agreements.  Except for those acts permitted to be made  unilaterally  by
Hooters of America  hereunder,  no  amendment,  change,  or  variance  from this
Agreement  shall be binding on either  party  unless  mutually  agreed to by the
parties and executed by their authorized officers or agents in writing.


XXII.             SEVERABILITY AND CONSTRUCTION

     A.   Except as expressly  provided to the contrary  herein,  each -portion,
          --section, -part,---term- and/or 'provision of this Agreement shall be
          considered  severable;  and if, for any  reason,  a portion,  section,
          part,  term,  and/or  provision herein is determined to be invalid and
          contrary  to, or in  conflict  with,  any  existing  or future  law or
          regulation by a court or agency having valid jurisdiction,  such shall
          not impair the operation of, or have any other effect upon, such other
          portions,  sections, parts, terms, and/or provisions of this Agreement
          as may remain  otherwise valid and  enforceable;  and the latter shall
          continue  to be given  full  force  and  effect  and bind the  parties
          hereof; and said invalid portions,  sections, parts, and/or provisions
          shall be deemed not to be a part of this Agreement.

     B.   Except as expressly  provided to the contrary herein,  nothing in this
          Agreement is intended,  nor shall be deemed, to confer upon any person
          or legal entity other than Franchisee,  Hooters of America, Hooters of
          America's officers, directors, and employees, and such of Franchisee's
          and Hooters of America's  respective  successors and assigns as may be
          contemplated  (and,  as to  Franchisee,  permitted)  by  Section  XII.
          hereof, any rights or remedies under or by reason of this Agreement.

     C.   Franchisee  expressly  agrees to be bound by any  promise or  covenant
          imposing  the maximum duty  permitted by law which is subsumed  within
          the  terms of any  provision  hereof,  as  though  it were  separately
          articulated in and made a part of this Agreement, that may result from
          striking  from any of the  provisions  hereof any  portion or portions
          which a court  may  hold to be  unreasonable  and  unenforceable  in a
          final,  decision  in a  proceeding  to which  Hooters  of America is a
          party,  or from  reducing  the scope of any promise or covenant to the
          extent required to comply with such a court order.

     D.   All captions in this Agreement are intended solely for the convenience
          of the  parties,  and none  shall be deemed to affect  the  meaning or
          construction of any provision hereof.

     E.   All references  herein to the masculine,  neuter, or singular shall be
          construed  to include the  -masculine,  feminine,  neuter,  or plural,
          where  applicable;  and  all  acknowledgments,   promises,  covenants,
          agreements,  and  obligations  herein made or undertaken by Franchisee
          shall  be  deemed  jointly  and  severally  undertaken  by  all  those
          executing this Agreement on behalf of Franchisee.

     F.   This Agreement may be executed in several counterparts,  and each copy
          so executed shall be deemed an original.


XXIII.            FORCE MAJEURE

Except for monetary obligations hereunder, or as otherwise specifically provided
in this Franchise Agreement,  if either party to this Agreement shall be delayed
or hindered in or prevented from the  performance of any act required under this
Agreement by reason of strikes, lock-outs, labor troubles,  inability to procure
materials.,  failure of power,  restrictive  governmental  laws or  regulations,
riots,  insurrection,  war, or other causes beyond the reasonable control of the
party required to perform such work or act under the terms of this Agreement not
the fault of such party,  then  performance of such act shall be excused for the
period of the delay,  but in no event to exceed ninety (90) days from the stated
time periods as set forth in Article I of this Franchise Agreement.


XXIV.             APPLICABLE LAW

     A.   This  Agreement  takes  effect upon its  acceptance  and  execution by
          Hooters of America as its  principal  office in the State of  Georgia,
          and shall be interpreted  and construed under the laws of the State of
          Georgia which laws shall prevail in the event of any conflict of law.


     B.   The parties agree that any action  brought by either party against the
          other in any court,  whether  federal or state,  may, at the option of
          Hooters of  America.,  be  brought  within the State of Georgia in the
          judicial  circuit or  district  in which  Hooters  of America  has its
          principal  place of business and  Franchisee  does hereby agree to and
          submit to such  jurisdiction  and does hereby  waive all  questions of
          personal  Jurisdiction  or venue for the purpose of carrying  out this
          provision.

     C.   No right or remedy conferred upon or reserved to Hooters of America or
          Franchisee  by this  Agreement is intended to be, nor shall be deemed,
          exclusive  of any  other  right or  remedy  herein or by law or equity
          provided or  permitted,  but each shall be  cumulative  of every other
          right or remedy.

     D.   Nothing  herein  contained  shall bar  Hooters of  America's  right to
          obtain injunctive relief against  threatened  conduct that shall cause
          it loss or  damages,  under  the usual  equity  rules,  including  the
          applicable  rules for  obtaining  restraining  orders and  preliminary
          injunctions.


XXV.              ACKNOWLEDGMENTS

     A.   Franchisee   acknowledges   that  it  has  conducted  an   independent
          investigation  of the Franchised  Business,  and  recognizes  that the
          business  venture  contemplated  by this Agreement  involves  business
          risks and that its success will be largely  dependent upon the ability
          of Franchisee  as an  independent  businessperson.  Hooters of America
          expressly disclaims the making of, and Franchisee acknowledges that it
          has not received, any warranty or guarantee, express or implied, as to
          the  potential  volume,  profits,  or success of the business  venture
          contemplated by this Agreement.

     B.   Franchisee  acknowledges  that  it  received  a copy  of the  complete
          Hooters of America, Inc. Franchise Agreement, the Attachments thereto,
          and agreements  relating  thereto,  if any, at least five (5) business
          days  prior  to  the  date  on  which  this  Agreement  was  executed.
          Franchisee  further  acknowledges  that  it  received  the  disclosure
          document  required by the Trade  Regulation  Rule of the Federal Trade
          Commission   entitled   "Disclosure   Requirements   and  Prohibitions
          concerning Franchising and Business Opportunity Ventures" at least ten
          (10)  business  days  prior to the date on which  this  Agreement  was
          executed.

     C.   Franchisee   acknowledges   that  it  has  read  and  understood  this
          Agreement,   the  Attachments  hereto,  and  any  agreements  relating
          thereto,  and that Franchisee has been advised by a representative  of
          Hooters  of  America  to  consult  with  an  attorney  or  advisor  of
          Franchisee's  own choosing  about the potential  benefits and risks of
          entering into this Agreement prior to its execution.

     D.   Franchisee  acknowledges  that any  statements,  oral or  written,  by
          Hooters  of  America or its agents  preceding  the  execution  of this
          Agreement were for  informational  purposes only and do not constitute
          any  representation  or  warranty  by  Hooters  of  America.  The only
          representations,  warranties and obligations of Hooters of America are
          those  specifically  set forth in this Agreement.  Franchisee must not
          rely on, and the  parties do not intend to be bound by, any  statement
          or representation not contained herein.

     E.   Franchisee  acknowledges  that  Hooters of America will not provide or
          designate  locations  for  Franchisee,   will  not  provide  financial
          assistance to Franchisee,  and has made no representation that it will
          buy back from Franchisee any products, supplies or equipment purchased
          by  Franchisee  in  connection  with  the  Franchised   Business.   F.
          Franch'isee,   and  each  party   executing   Exhibit   "All   hereto,
          acknowledges  that Hooters of America,  itself or through any officer,
          director,  employee or agent,  has not made,  and  Franchisee  has not
          received  or relied  upon,  any oral or  written,  visual,  express or
          implied   information,   representations,    assurances,   warranties,
          guarantees, inducements, promises or agreements concerning the actual,
          average,  projected or forecasted franchise sales, revenues,  profits,
          earnings or  likelihood  of success  that  Franchisee  might expect to
          achieve from operating the Franchised Business, except as set forth in
          the  Franchise   Offering  Circular  reviewed  by  Franchisee  or  its
          representatives  and  except as  follows,  (if no  exceptions,  please
          initial:

                      Initials:/WJ


IN WITNESS  WHEREOF,  the parties hereto have duly executed,  and delivered this
Agreement on the day and year first above written.

                                   FRANCHISEE:
                            BUTTERWINGS OF WISCONSIN
  By: )
  Attest            Kenneth B. Drost
                    T i t 1 e



                                   FRANCHISOR:

                            HOOTERS OF AMERICA, INC.


   Attest
       By:      Robert H. Brooks
                Title: President





                                   EXHIBIT "A"


           WHEREAS,  the  undersigned  are  the  majority  shareholders  of  the
  Franchisee (hereinafter jointly and severally, referred to collectively as the
  "Undersigned"), as designated in the foregoing Franchise Agreement; and

           WHEREAS,  as a  condition  to  and  in  consideration  of  Franchisor
  entering  into said  Franchise  Agreement  with  Franchisee '  Franchisor  has
  required that the  Undersigned  guarantee the performance by the Franchisee of
  all of the non-monetary  covenants and agreements of the Franchisee  contained
  in the Franchise  Agreement (the "NonMonetark  Covenants") , together with the
  monetary  covenants and  agreements of the Franchisee  ("Monetary  Covenants")
  contained in the Franchise Agreement (hereinafter  collectively referred to as
  the "Covenants"),

           NOW, THEREFORE,  in consideration of $10.00, the entering into of the
  Franchise   Agreement  by  the   Franchisor,   and  other  good  and  valuable
  considerations  paid  or  delivered  to  the  Undersigned,   the  receipt  and
  sufficiency  of which are  herewith  acknowledged  by the  Undersigned  hereby
  agrees as follows:

           I. The Undersigned  guarantees the due and punctual  payment when due
  of Monetary Covenants and the due and punctual performance of the Non-Monetary
  Covenants.  The  Undersigned  agrees  that,  with  reference  to the  Monetary
  Covenants, this guarantee is a guarantee of payment and not of collection, and
  that  the  obligations  of  the  Undersigned   are  primary,   absolute,   and
  unconditional and, without impairing or releasing or affecting the obligations
  of  the  Undersigned  hereunder,  and  without  notice  to or  consent  of the
  Undersigned,  the  Franchisor  may:  (a) amend or modify  in any  respect  the
  Franchise Agreement,  and (b) extend or waive any time for Franchisee's or any
  other  person's  or  entity's  performance  of or  compliance  with any  term,
  'covenant  or  -agreement  to be  performed  or observed  under the  Franchise
  Agreement,  or waive such performance or compliance or consent to a failure of
  or departure  from such  performance  or  compliance,  and (c) take any action
  under or with  respect  to the  Franchise  Agreement  in the  exercise  of any
  remedy, power or privilege contained therein or available to the franchiser at
  law, in equity,  or otherwise,  or waive or refrain from  exercising  any such
  remedies!  powers or privileges.  The Undersigned  hereby waives all rights it
  may have now or in the future under any  statute,  or at common law, or at law
  or in equity,  or otherwise,  to compel  Franchisor to proceed with respect to
  the Covenants or any other' party before proceeding against, or as a condition
  to proceeding against the Undersigned hereunder.



<PAGE>


                            

         2. The Undersigned hereby subordinates all obligations of Franchisee to
the Undersigned under any note, agreement,  contract,  guaranty or accommodation
claim or  right of  action,  and any  other  obligations  of  Franchisee  to the
Undersigned,  however and whenever created, arising or evidenced, whether direct
or indirect,  absolute,  contingent,  or otherwise, now or hereafter arising, or
due or to become due, to the Covenants.

         3. This  agreement  shall be construed and enforced in accordance  with
the laws of the State of Georgia,  and shall be binding  upon and shall inure to
the benefit of the legal  representatives,  successors,  and permitted transfers
and assigns of the parties hereto.

         IN WITNESS  WHEREOF,  the  undersigned  party or pasties  has (or have)
hereunto set his/their hand(s) and seal(s) this_____day of October, 1993.




<PAGE>


                            CONFIDENTIALITY AGREEMENT


        THIS  AGREEMENT  is made and entered into as of_____ 1993 by and between
HOOTERS OF AMERICA, INC. ("Franchisor") , a Georgia corporation, and Butterwings
of  Wisconsin,  Inc. a  Wisconsin  corporation  ("Franchisee").  Franchisor  and
Franchisee are  concurrently  entering into a Franchise  Agreement dated of even
date herewith (or have  heretofore  entered into such Franchise  Agreement) (the
"Franchise  Agreement"),  the terms (including  definitions) of which are hereby
incorporated by reference.  In case of any inconsistency between any term of the
Franchise  Agreement  and this  Agreement,  this  Agreement  shall  control.  In
consideration  of the mutual  promises of the parties set forth in the Franchise
Agreement,   and  of   Franchisor's   disclosures   to   Franchisee  of  certain
confidential,  proprietary  documents  and  information  in  reliance  upon this
Agreement, it is agreed as follows:

         1. Franchisor  owns the Hooters System,  and has the right to franchise
it,  including the  reproduction  and  distribution of confidential  information
relating thereto. All tangible things which Franchisor has marked "Confidential"
(or  with  words  to  similar   effect)  prior  to  their  loan  to  Franchisee,
collectively  with their content,  "Confidential  Materials" are covered by this
Agreement.  All  such  Confidential  Materials  shall  remain  the  property  of
Franchisor,  and are (unless  they bear  copyright  notices)  unpublished  works
nonetheless  protected  under the U. S.  Copyright Act.  Confidential  Materials
include, but are not limited to the following  particularly  sensitive documents
and things (as they may be revised or  supplemented  by Franchisor  from time to
time  hereafter)  : (a) the  Marketing  Manual;  (b) the  Promotions  Management
Manual;  (c) the  Concept  Overview  Manual;  and (d) all other  Hooters  System
Manuals,  including  those on the  subjects of  Franchise  Operations,  Employee
Relations,  Finance  and  Administration,   Field  Operations,   Purchasing  and
Marketing and other documentation.

         2. Franchisee  shall hold and cause  Confidential  Materials to be held
-in -the -strictest --confidence,  following instructions published from time to
time in the System Manuals for preserving their confidentiality, and maintaining
at least the same level of security  for them as it  maintains  for its own most
confidential business information. Franchisee shall take appropriate precautions
to insure  that  access to  Confidential  Materials  is  limited  to  authorized
Franchisee personnel (and with Franchisor's prior written consent,  contractors)
who have  first  signed a  confidentiality  agreement  in the form  attached  as
Exhibit A, and shall then permit access only on a need-to-know basis. Franchisee
shall maintain a separate file for such  confidentiality  agreements,  and shall
make such file available for inspection and copying by Franchisor,  upon written
or oral request.



<PAGE>


Confidentiality Agreement
Page -2-


         3. Neither the Franchisee nor any of its officers, directors, partners!
employees,  agents,  independent contractors or affiliates, or any other persons
or  organizations   over  which  Franchisee  has  control   (collectively,   the
"Obligors") , shall directly or indirectly  use,  disclose,  copy,  reproduce or
duplicate  all or any part of the  Confidential  Materials  for any  purpose not
associated  with  complying  with the  Franchisee's  duties under the  Franchise
Agreement, or disseminate, loan, assign, reveal or disclose all - or any part of
the  Confidential  Materials  to any  person or  organization  not  licensed  or
affiliated  with  Franchisor  unless with the express prior  written  consent of
Franchisor.  Additional  copies or reprints  of  Confidential  Materials  may be
obtained only from Franchisor,  if needed. If Franchisor  permits  Franchisee to
cause derivative works to be prepared from Confidential  Materials (for example,
architectural  and  construction  plans)  , such  works  shall be  created  as a
work-made-f or hire (if by an independent contractor,  under a written agreement
so stipulating)  and Franchisee  shall at the conclusion of such work assign all
copyrights  therein  to  Franchisor  (including,   without  limitation,  f  irst
publication rights and the right to make copies) .

         4. If Franchisee is licensed to use any proprietary  computer  programs
of  Franchisor,  Obligors  shall not attempt to  translate,  decompile,  decode,
modify, merge or otherwise alter the object code of such programs.

         5.  Franchisee  shall use its best  efforts  to  collect  all copies of
Confidential  Materials from each employee and independent  contractor permitted
access to them, at or prior to termination of such employment or retention. Upon
termination  of  the  Franchise  (or  earlier  as  requested  by  Franchisor)  ,
Franchisee  shall return to  Franchisor at  Franchisee's  expense or destroy (as
Franchisor directs) any or all copies of Confidential  Materials,  and all other
tangible  things  containing  information  from or  otherwise  derived from such
Confidential Materials, then in Franchisee's-actual-or constructive possession.

         6. In the event that any obligor  shall breach this  Agreement,  or the
separately signed Confidentiality  Agreement in the form of Exhibit A, or in the
event that such breach appears to be imminent',  Franchisor shall be entitled to
all legal and equitable remedies afforded by law as a consequence of such breach
or imminent  breach,  and may, in addition to any and all other forms of relief,
recover from the breaching  obligor all  reasonable  costs and  attorney's  fees
incurred by Franchisor in seeking any such remedy.  Franchisee acknowledges that
Confidential Materials contain Franchisor's  commercially valuable trade secrets
and that



<PAGE>


  Confidentiality Agreement
  Page -3-



unauthorized  use or disclosure of all or any part of them would cause great and
irreparable injury, for which there may be no adequate remedy at law.

         7.  While  some  of  the  information  contained  in  the  Confidential
Materials  may  already be known by  Franchisee  or its  personnel  or be in the
public domain,  Franchisee acknowledges that the compilation of that information
in  Confidential  Materials has cost  Franchisor  great effort and expense,  and
affords the persons to whom the Confidential Materials are disclosed,  including
the  Obligors,  a  competitive  advantage  over  persons  who  do not  know  the
information or have the  compilation  contained in the  Confidential  Materials.
Franchisee and the Obligors shall be liable for damages  sustained by Franchisor
as a  result  of  willful  or  negligent  publication  or  dissemination  of the
Confidential  Materials or any information contained therein by Obligors to whom
Franchisee has disclosed Confidential Materials. The burden of proof shall be on
the party opposed to Franchisor in any claim that the Confidential  Materials or
any information  contained  therein in the form presented is not confidential or
secret.

     8. This Agreement shall remain in effect from the above date until the Term
expires or otherwise terminates, and thereafter for the lesser of five (5) years
or  the  longest  time  permitted  by  applicable  law.   Confidential  Material
describing a food or beverage recipe,  list of ingredients,  and preparation and
serving  instructions  shall  remain  secret and  confidential  forever,  unless
Franchisor causes the same to be disclosed without a secrecy obligation from the
discloses. It shall be binding upon the parties hereto and upon their respective
executors, administrators, legal representatives, heirs, successors and assigns.

         9.  This   Agreement   shall  be  governed  for  all  purposes  by  the
laws-of-the-State-of  Georgia.  If-any  provision of this  Agreement is declared
void, or otherwise  unenforceable,  such provision  shall be deemed to have been
severed  from this  Agreement,  which shall  otherwise  remain in full force and
effect.

     10. Any Franchisee notice,  consent request or the like shall be in writing
and shall be sent via first class United  States mail or by any courier  service
having  receipted  delivery,  to  Franchisor  at 4501 Circle 75  Parkway,  Suite
E-5110, Atlanta, Georgia 30339, Attention President, or to such other address or
persons as Franchisor shall advise the undersigned in writing from time to time.
Notice to or consent from an officer of Franchisor shall be sufficient.



<PAGE>


Confidentiality Agreement
Page -4



        The undersigned  acknowledges and agrees that it has read the foregoing,
understands all of its obligations  under this Agreement,  is duly authorized to
sign this Agreement, is willing to receive and use the Confidential Materials in
full compliance  with the terms of this Agreement,  and that this Agreement does
not require the signatures of officers of Franchisor.

THE UNDERSIGNED
BUTTERWINGS OF WISCONSIN, INC.
         ADDRESS:

c/o Harvey L. Temkin 1st Wisconsin Plaza 1 South Pinckney Street
Madison, Wisconsin 53701-1497



By:


Title:

Date:



<PAGE>


                                   EXHIBIT "A"



                            CONFIDENTIALITY AGREEMENT



         I, an  employee/independent  contractor  of  ("Employer"),  in order to
         induce disclosure to the Employer of certain confidential,  proprietary
         documents and information  ("Confidential Materials") owned or licensed
         by Hooters of America, Inc.
        --------, represent and warrant to Employer and that:

                  I understand that written or otherwise  recorded  Confidential
Materials  remain  the  property  of HOA and are  (Unless  they  bear  copyright
notices)  unpublished works nonetheless  protected under the U.S. Copyright Act,
which include valuable HOA trade secrets and confidential information. I further
understand that HOA has made and will continue to make  substantial  investments
in  developing  Confidential  Materials,  which  can be  recouped  only if HOA's
proprietary  rights are honored,  and that any unauthorized use or disclosure by
me or all or any part of the  Confidential  Materials  would cause HOA great and
irreparable injury.

         2. I  acknowledge  that  all  tangible  things  which  HOA  has  marked
"Confidential"  (or  with  words to  similar  effect)  prior  to  their  loan to
Employer, are Confidential Materials covered by this Confidentiality  Agreement,
and that the following (as they may be revised or  supplemented by HOA from time
to  time)  are  particularly  sensitive:  (a)  the  Marketing  Manual;  (b)  the
Promotions Management Manual; (c) the Concept Overview Manual; and (d) all other
HOA System  Manuals,  including  those on the subject of  Franchise  operations,
Employee Relations Finance and Administration,  Field operations, Purchasing and
Marketing and other documentation.

     3. I  promise  that I  will  use  Confidential  Materials  and  information
contained  therein only at places  designated  by Employer,  in  furtherance  of
Employer's business, and pursuant to Employer's direction. I will not (except as
Employer  properly directs) copy all or any part of Confidential  Materials,  or
transfer  or loan to any  other  person  any  Confidential  materials  which are
entrusted  to  me.  If  Employer   directs  me  to  create  works  derived  from
Confidential  Materials (for example,  architectural  and construction  plans) ,
such  works  shall be deemed  works-made-f  or hire and  Employer  shall own all
copyrights in such works,  subject to its  obligations  to assign such rights to
HOA.


<PAGE>


     4. If my  employment by Employer  terminates or I am no longer  assigned to
work with  Confidential  Materials,  I will  promptly  surrender to Employer all
copies  of  Confidential  Materials  and  any  notes,  memoranda  and  the  like
concerning or derived from them, which are then in my possession or control.

     5. I will  not  disclose  all or any  part  of  Confidential  Materials  or
information  contained therein to any person who is not also employed  (directly
or as an  independent  contractor)  by  Employer,  and  then  only  pursuant  to
Employers' directions.

     6. If I am granted access to any Confidential  Materials which are computer
programs, I will not attempt to translate,  decompile,  decode, modify, merge or
otherwise alter the object code of such programs.

         7. My  obligation  to  preserve  the  confidentiality  of  Confidential
Materials and information  contained  therein will continue for the longest term
permitted by applicable law after termination of my employment by Employer, even
if that  termination  is  wrongful,  but in no event  less than five (5)  years.
understand  that this is not an  employment  agreement of any kind. I understand
further that Confidential Material describing a food or beverage recipe, list of
ingredients,  and preparation and serving  instructions  shall remain secret and
confidential  forever,  unless  HOA causes  the same to be  disclosed  without a
secrecy obligation form the discloses.

         8.  If a  dispute  arises  as  to  whether  particular  information  in
Confidential Materials ' used or disclosed by me in violation of this Agreement,
is  confidential  information  or a trade secret,  I agree that I shall bear the
burden of proving that I knew the information  prior to first disclosure to like
of the  Confidential  Materials  containing  it,  that  it or  the  Confidential
Materials  first became  publicly  known  through no wrongful act on my part, or
that  I  independently  developed  it  without  reference  to  any  Confidential
Materials.

         9. I shall  be  liable  to HOA for  damages  caused  by my  willful  or
negligent use or disclosure of Confidential  Materials or information  contained
therein, in violation of this Agreement.



<PAGE>


     10. This  Agreement  shall be governed  for all purposes by the laws of the
State of Georgia, and shall be construed to maximize protection for HOA's rights
in the  Confidential  Materials.  If any provision of this Agreement is declared
void or unenforceable,  such provision shall be deemed severed,  and the balance
of the Agreement shall remain in full force and effect.

 Dated:


 Signature


(Typed or Printed Name)



 Address:








Signature
(Typed or Printed Name)
Address:


Signature
(Typed or Printed Name)
Address:


<PAGE>


                               WISCONSIN ADDENDUM



        THIS  ADDENDUM  is made  and  entered  into 19 93,  between  Hooters  Of
America,  Inc.,  a  Georgia  corporation  ('Franchisor")  and '  BUTTERWINGS  OF
WISCONSIN, Inc. ('Franchisee").  This Addendum relates to that certain Franchise
Agreement,  dated of even date herewith, and any Option Addendum,  dated of even
date herewith, between the parties.

        IN CONSIDERATION of the mutual promises and covenants herein  contained,
and to induce Franchisee to enter into the Franchise  Agreement with Franchisor,
and to comply with certain statutory and administrative  requirements applicable
to franchises sold subject to Wisconsin law, the parties agree as follows:

        I .  Notwithstanding  Section XIII. of the Franchise  Agreement,  to the
extent  any of the  provisions  regarding  notice  of  termination  or change in
dealership are in conflict with Section 135.04 of the Wisconsin Fair  Dealership
Law, the Wisconsin law shall be controlling.

        2. Notwithstanding Section XXI. of the Franchise Agreement,  and Section
15 of the Option  Addendum,  if any, this  Addendum  shall not be merged with or
into, or superseded  by the  Franchise  Agreement.  In the event of any conflict
between the Franchise  Agreement or the Option Addendum and this Addendum,  this
Addendum shall be  controlling.  Except as expressly set forth herein,  no other
amendments or  modifications  of the Franchise  Agreement or the Option Addendum
are intended or made by the parties.

        IN WITNESS WHEREOF, the parties hereto have duly executed, and delivered
this Addendum on the day and year first above written.

FRANCHISOR:

HOOTERS OF AMERICA, INC.

By:

Attest Robert H. Brooks

Title: President

FRANCHISEE:
WMRWINGS OF WISOCNSIN, INC.


By:
Attest




<PAGE>


                                 OPTION ADDENDUM


                THIS ADDENDUM (the  "Option") is made and entered into as of the
day of _____, 1993, between HOOTERS OF AMERICA, INC., a Georgia corporation with
its principal office at 4501 Circle 75 Parkway, Suite E-5110,  Atlanta,  Georgia
30339  (hereinafter  referred to as  "Franchisor"  or "Hooters of America")  and
BUTTERWINGS  OF  WISCONSIN,  INC., a  corporation  incorporated  in the State of
Wisconsin (hereinafter referred to as "Franchisee").

                                   WITNESSETH:

         WHEREAS,  Franchisee has purchased a Hooters of America, Inc. franchise
contemporaneously  herewith  for the  development  and  operation of an Approved
Location pursuant to and as identified in the Franchisor's  Franchise  Agreement
of even date herewith (the "Franchise Agreement"), and

         WHEREAS, Franchisee desires to secure an option for the development and
operation of four (4) additional Hooters of America,  Inc. franchised locations,
within a  specified  period of time and  geographical  area as  defined  in this
Option  (the  "Territory")   (hereinafter   collectively   referred  to  as  the
"Locations"  and singularly as the  "Location")  and for a specified  additional
franchise  fee, which fee shall be Seventy Five Thousand  ($75,000)  Dollars per
Location, and

         WHEREAS, Franchisor desires to grant such an option to Franchisee.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants contained herein, the parties hereby agree as follows:

         1.  Grant of  Qption  Subject  to the terms  and  conditions  set forth
herein,  Franchisor grants to Franchisee,  and Franchisee  accepts, an exclusive
option to  develop  and  operate  four (4)  additional  Location(s)  within  the
Territory,  subject to the terms and conditions of this option and the Franchise
Agreement.

     2. Franchise Fees for Optioned Location. The additional franchise fee to be
charged and  collected by the  Franchisor  in  connection  with each  additional
Location   approved  by  the  Franchisor   pursuant  to  this  Option  shall  be
Seventy-Five Thousand ($75,000) Dollars.



<PAGE>


     3. Option  Fee.,  In  consideration  for  Franchisor's  granting the within
option to Franchisee, Franchisee shall pay to Franchisor the sum of Ten Thousand
($1 0,000) Dollars for each Location optioned to Franchisee hereby, or the total
amount of Forty ($40,000),  which sum shall be due in full upon the execution of
this  Agreement and shall be deemed fully earned when paid in  consideration  of
the  Franchisor's  granting  the  within  option(s).  This  Option  Fee  is  not
refundable  in whole or in part,  except as otherwise  provided in the Franchise
Agreement.

     4. Time Periods.  The option to develop and open additional  LOGation(s) in
the Territory,  to the extent granted hereby,  may be exercised by Franchisee at
any time for construction and opening within the following time period(s):

Additional Restaurant No.,-- Time Period (In Months) For
Execution of This Agreement

1                    Under Construction within 12 months
                     and open within 15 months

2                    Open within 21 months

3                    Open within 27 months

4                    Open within 33 months

                  Nothing  contained in this  paragraph  shall grant,  create or
extend the rights granted to the Franchisee in Paragraph 1 hereof.

     5. Optioned Franchise Territgriaa. The Location(s) optioned hereby shall be
located within that certain  geographic  area delineated in Exhibit "All to this
Agreement, either by a map or written description.

     6. Exercise of Option.  Any option granted  hereunder shall be exercised in
the following manner:

                  (a)  Prior to the  expiration  of each of the  option  time(s)
specified hereunder,  Franchisee shall serve upon Franchisor a written notice of
exercise  the  option(s)  granted  hereunder,  accompanied  by payment  for such
Locations(s)  by certified  check or bank draft made payable to the order of the
Franchisor  in the amount of  Sixty-Five  Thousand  ($65,000)  Dollars  for each
Location,  and  designation of a proposed site for approval by the Franchisor in
accordance with the provisions of this Option.

                  (b) If  Franchisee  shall fail to  perform  any of the acts or
fail to deliver the notice  required  pursuant to the  provisions of sub-section
(a) in a timely fashion,  such failure shall be deemed an election by Franchisee
not to exercise its option rights hereunder, and such failure shall cause all of
Franchisee's  said option rights as provided in this Option to lapse and expire,
in which event all Option Fees paid to Franchisor hereunder shall be retained by
the Franchisor as consideration for this Option.

                  (c) Provided that Franchisee  shall exercise the  Franchisee's
option  in  the  form  and  manner  herein  described  and  upon  approval  of a
Location(s) by the  Franchisor in accordance  with the provisions of Paragraph 8
of this Option,  the  Franchisor  shall deliver to Franchisee an addendum to the
Franchise  Agreement  designating such Location(s) as an Approved  Location,  as
defined in the Franchise  Agreement in the form attached hereto as Exhibit "Bit,
or in the then current  form  approved by  Franchisor  (the  "Addendum"),  which
Addendum  shall be executed and delivered by the  Franchisee  to the  Franchisor
within ten (10) business days from receipt of such Addendum from the  Franchisor
subject and pursuant to the terms of the Franchise Agreement.

                  (d) As to  each  Approved  Location  and  upon  execution  and
delivery of the Addendum  relating to said  Approved  Location,  the  Franchisee
shall be bound by all of the terms, conditions,  requirements and duties imposed
by the Franchise  Agreement,  which Franchise Agreement shall govern the parties
and preempt this Agreement with reference to such Approved Location.

     7.  Conditions  Precedent.  Franchisee's  right to exercise  its opt-ion to
develop and operate a Location(s)  pursuant to this option is  conditioned  upon
Franchisee's fulfillment of each and all of the following conditions precedent:

     (a) At the time of Franchisee's  exercise of said option,  Franchisee shall
have fully performed and otherwise be in compliance with all of the Franchisee's
obligations  under the Franchise  Agreement and under all other agreements which
may then be in effect between  Franchisor (and its affiliates and  subsidiaries,
if any) and Franchisee.

     (b)  Franchisee  shall not be in default of any  provision of the Franchise
Agreement,  and the amendments thereto or any replacement  thereof, or any other
agreement with  Franchisor,  its  subsidiaries and affiliates (if any) and shall
have complied with all the terms and  conditions of such  agreements  during the
terms thereof.

     (c)  Franchisee  shall have submitted to the Franchisor a proposed site for
such  Location(s) and shall have obtained the approval of the Franchisor to such
site, or any  alternative  site,  within sixty (60) days from the date of notice
from the Franchisee, as provided in Paragraph 6(a).




                                                         3



<PAGE>


     (d)  Butterwings  of  California,  Inc.  shall  not  be in  default  of any
provision of the Franchise  Agreement  between  Franchisor  and  Butterwings  of
California,  Inc. dated (the  "California  Franchise  Agreement"),  or any other
agreement with  Franchisor,  it  subsidiaries  and affiliates (if any) and shall
have complied with all of the terms and conditions of such agreements during the
terms thereof,  Butterwings  of California,  Inc. being an affiliated or related
entity of Franchisee and/or the principals of Franchisee.

     (e) Butterwings of California,  Inc. shall have timely  exercised the first
three (3) of its options for additional  Locations  under the Option Addendum to
the California  Franchise  Agreement and shall be in compliance  with all of the
terms and provisions thereof, including the opening of Restaurants at additional
Locations  within  the time  schedule  set forth in said  Option  Addendum,  the
Franchisee acknowledging that the performance by Butterwings of California, Inc.
pursuant to said Option Addendum is a material consideration to the grant of the
within and foregoing Option Addendum.

                  In the event that the  Franchise  Agreement is  terminated  or
expires,  then the Options  herein granted shall be null and void at the time of
such termination or expiration.

         8. Site  Selection.  (a) Franchisee  agrees to submit for evaluation by
the  Franchisor  site  approval  request  documents for each proposed site for a
Hooters  Restaurant.  The  Franchisor  shall  review the site  approval  request
documents  and  conduct  such other  investigation  of the  proposed  site as it
determines is necessary to properly  evaluate the site,  including an evaluation
of the  financial  terms of the  acquisition  or  rental of the  proposed  site.
Approval shall be at the sole discretion of the Franchisor. The Franchisor shall
notify   Franchisee  of  the  acceptance,   acceptance  with   contingencies  or
conditions,  or rejection of a site by written notice to Franchisee with fifteen
(15)  business  days  from  the  date  of  compliance  by  Franchisee  with  the
requirements of Paragraph 6 hereof. Written notice of the acceptance of any site
request by the  Franchisor  shall be accompanied by an Addendum to the Franchise
Agreement,  as provid ed in Paragraph 6. Written  notice of the rejection of any
site request by the Franchisor shall set forth the Franchisor's  reasons for any
such rejection. The Franchisor shall pay all reasonable travel expenses incurred
by agents and employees of the Franchisor  (the "Costs") in connection  with the
inspection of the initially  proposed site by Franchisee for each option period,
and the  Franchisee  shall pay all other Costs for  inspection  of additional or
alternative  sites proposed by Franchisee within thirty (30) days of the receipt
of written notice of the actual expenses incurred by said agents and employees.

     (b)  Franchisee  acknowledges  that no  officer,  employee  or agent of the
Franchisor has any authority to approve or accept

                                                         4



<PAGE>


any proposed site except by written  acceptance by an officer of the  Franchisor
authorized to approve and accept a site proposal and any other  representations,
approvals  or  acceptances,  whether  oral or  written,  shall be of no  effect.
FRANCHISEE  ACKNOWLEDGES  THAT THE FRANCHISORS  ACCEPTANCE OF SAID SITE DOES NOT
CONSTITUTE ANY REPRESENTATION, WARRANTY OR GUARANTEE BY THE FRANCHISOR THAT SAID
SITE WILL BE A SUCCESSFUL LOCATION FOR A HOOTER'S RESTAURANT.

                  (c) The  Franchisor  reserves  the  right to  revoke  any site
acceptance after ninety (90) days from the date thereof if a Hooter's Restaurant
is not under  construction,  as defined herein, at the site in accordance with a
fully executed Addendum to the Franchise Agreement for said site, as provided in
this Option, or if said Addendum is not executed and delivered to the Franchisor
as herein provided.

         9.       Construction Plans and Site Acquisition.

                  (a) Property  Acquisition.  Upon  receipt of the  Franchisor's
written  acceptance  of a  proposed  site as set  forth in  Paragraph  6 hereof,
Franchisee  shall  immediately  take the necessary  steps to acquire the site by
purchase,  lease or sublease,  and to otherwise  obtain the rights to construct,
maintain and operate a Hooter's Restaurant on the site.

                  (b) Site Plan Approval.  Upon site approval by Franchisor f or
the construction of new  improvements,  the Franchisor shall provide  Franchisee
with  a  set  of  plans  for  a  Hooter's  Restaurant  which  has  already  been
constructed.  The  Franchisee  shall engage a licensed  architect or engineer to
conform the plans to local,  state and federal codes and requirements,  and site
conditions,  prior to  submission  of such plans to the  Franchisor.  Franchisee
shall submit to the Franchisor a Site Plan for the Franchisor's  approval.  Such
Site Plan must be reviewed and approved by the  Franchisor  in writing  prior to
commencement  of  construction.  Rejection of any Site Plan shall be at the sole
discretion of the  Franchisor,  and the  Franchisor  shall notify  Franchisee in
writing  of any  rejection  of the Site  Plan,  setting  forth the  Franchisor's
reasons for said  rejection.  If alterations of any kind are required to be made
to the Site Plan other than  alterations  necessary  to conform the Site Plan to
local,  state and federal  codes and  requirements  or to adapt the Site Plan to
site topography or soil conditions,  as approved by the Franchisor, or to any of
the Franchisor's construction plans,  specifications or layouts, for any reason,
such  alterations  must be approved by the Franchisor in writing before any work
is  begun  on the  site.  All  costs  for any  Site  Plan or  alteration  to the
Franchisor standard construction plans, specifications and layouts shall be paid
by  Franchisee,  including  costs  incurred  for any reason  such as soil tests,
engineering  and  architectural  fees,  and fees  required  to  comply  with any
applicable law, regulation or ordinance.


                                                         5



<PAGE>


     (c)  Renovation  Plan  Approval.  If  Franchisee  is renovating an existing
building, all plans and specifications including a site plan must be approved in
writing by the  Franchisor  for  renovation  prior to  commencement  of any such
renovation.  Rejection  of any  plans  and  specifications  shall be at the sole
discretion of the  Franchisor,  and the  Franchisor  shall notify  Franchisee in
writing of said  rejection  and shall set forth the reasons for  rejection.  The
Franchisor shall provide  Franchisee with the Franchisor-'s  standard floor plan
specifications  and  examples  of  same;  however,  Franchisee  at  Franchisee's
expense,  shall  provide  final  working  drawings  which must be  reviewed  and
approved by the Franchisor in writing, prior to commencement of construction.

     (d)  Notification of Construction  Commencement.  As soon as Franchisee has
received  the  Franchisor's  written  approval  of a site plan and  construction
plans,  acquired the right to use the site,  obtained all permits,  governmental
approvals, and otherwise obtained all required rights to construct, maintain and
operate  the  Hooter's  Restaurant  on the site,  Franchisee  shall  notify  the
Franchisor of such facts in writing,  postage fully prepaid,  delivered by U. S.
Certified Mail or overnight delivery.

     10.  Conditions of Construction.  Prior to the commencement of construction
of any Hooters Restaurant, Franchisee must satisfy the following conditions:

                  (a) The site must have been accepted by the Franchisor and any
contingencies  or conditions to which such  acceptance is subject must have been
met, as specified in Paragraph 8 hereof.

                  (b)  Franchisee's  site plan must  have been  approved  by the
Franchisor and all proposed construction plans,  specifications and layouts must
have been approved by the Franchisor, as specified in Paragraph 9 hereof.

                  (c)  Franchisee  has  obtained an  Addendum  to the  Franchise
Agreement for the site fully executed by both Franchisee and the Franchisor,  as
specified in Paragraph 6.

                  (d)  Franchisee  must have obtained the right to use the site,
obtained  all  necessary  permits  and  governmental  approvals,  and  otherwise
obtained all  required  rights to  construct,  maintain and operate the Hooter's
Restaurant as specified in Paragraph 11 herein.

                  If at any time the Franchisor  determines  that Franchisee has
begun  constructing  or  renovating  a Hooters  restaurant  without all of these
conditions  having  been met,  the  Franchisor  shall,  in addition to any other
remedies (including termination of the

                                                         6



<PAGE>


franchise),  have  the-right  to  obtain an  injunction  against  the  continued
construction,  opening and operation of the Hooters  Restaurant  from a court of
competent  jurisdiction.  All legal fees and expenses incurred by the Franchisor
in  connection  with  any such  litigation  in  connection  with an  action  for
injunctive relief as contemplated hereby shall be paid by Franchisee.

11. Commencement of Constructign.

     (a) Construction. Upon receipt from the Franchisor of the executed Addendum
for said site.,  Franchisee  shall  commence  and  complete  construction  of or
renovation to a Hooters  Restaurant at the site in accordance  with the terms of
the Franchise Agreement.

     (b) Deviation  from Approved  Plan.  Franchisee  shall not deviate from the
approved  site  -------------------------------   plan,  construction  plans  or
specifications  in any manner in the  construction  or renovation of the Hooters
Restaurant  without the prior  written  approval of the  Franchisor.  If, at any
time, the Franchisor determines that Franchisee has not constructed or renovated
the Hooters  Restaurant  in  accordance  with the plans and  specifications,  as
approved  by the  Franchisor,  the  Franchisor  shall,  in addition to any other
remedies,  have the  right to  obtain an  injunction  from a court of  competent
authority  against the continued  construction,  opening and/or operation of the
Hooter's  Restaurant.  All legal fees  incurred by the  Franchisor in connection
with any such litigation in connection  with an action for injunctive  relief as
contemplated hereby shall be paid by Franchisee.

12. No Franchise  Convey-p&.  The Franchisee shall not be deemed for any purpose
to be a  franchisee  of the  Franchisor  with  respect  to any of the  Locations
optioned  hereunder  except to the extent that the option  herein  granted shall
have been  exercised in the manner  provided for herein and a valid  addendum to
the  Franchise  Agreement  with  respect to the  Location(s)  optioned  has been
executed by the Franchisor and Franchisee.

13. Transfer of Interest. If the Franchise Agreement is validly transferred to a
third party pursuant to Section XII of the Franchise Agreement with the approval
of Hooters of America,  Inc.,  this  option  shall also be  transferred  to such
transferee.

14.  Waiver and Delay.  No waiver or delay in  enforcement  of any breach of any
term,  covenant or condition of this Agreement shall be construed as a waiver of
any preceding or succeeding  breach or delay in enforcement,  or any other term,
covenants or condition of this Option;  and, without  limitation upon any of the
foregoing,  the  acceptance  of any payment  specified to be paid by  Franchisee
hereunder  shall not be, nor be  construed  to be, a waiver of any breach of any
term, covenant or condition of this Option.



                                                         7



<PAGE>


15. Integration of Option.  This Option, and all ancillary  agreements  executed
contemporaneously herewith,  constitute the entire agreement between the parties
with   reference  to  the  subject   matter  hereof  and  supersedes  all  prior
negotiations, understandings, representations and agreements, if any. Franchisee
acknowledges that Franchisee is entering into this Option as a result of his own
independent   investigation  of  the  business  and  not  as  a  result  of  any
representations  about the Franchisor by its agents,  officers or employees that
are contrary to the terms herein set forth.

                This  Option  Addendum  may not be  amended  orally,  but may be
amended only by a written  instrument  signed by the parties hereto.  Franchisee
expressly acknowledges that no oral promises or declarations were made to it and
that the  obligations of the  Franchisor  are confined  exclusively to the terms
herein.  Franchisee  understands and assumes the business risks inherent in this
enterprise.

16. Applicable Law

                  (a) This Option is effective upon its acceptance and execution
by the Franchisor in Georgia,  and shall be interpreted  and construed under the
laws  thereof,  which laws shall  prevail in the event of any  conflict  of law;
provided,  however,  that if any of the  provisions  of this Option would not be
enforceable under the laws of Georgia, then such provisions shall be interpreted
and  construed  under  the  laws of the  state  in  which  the  premises  of the
Franchised Business is located.

                  (b) The parties agree that any action  brought by either party
against  the other in any  court,  whether  federal  or state,  shall be brought
within  the State of Georgia  in the  judicial  district  in which  Hooter's  of
America has its principal place-of business and do hereby waive all questions of
personal jurisdiction or venue for the purpose of carrying out this provision.

                  (c) No right  or  remedy  conferred  upon or  reserved  to the
Franchisor  or Franchisee by this option is intended to be, nor shall be deemed,
exclusive  of any other right or remedy  herein or by law or equity  provided or
permitted, but each shall be cumulative of every other right or remedy.

                  (d) Nothing herein contained shall bar the Franchisor's  right
to obtain injunctive relief against  threatened conduct that shall cause it loss
or damages,  under the usual equity rules,  including the  applicable  rules for
obtaining restraining orders and preliminary injunctions.

17. Notice.  Any notice  required or permitted to be given hereunder shall be in
writing and shall be served upon the other



<PAGE>


17. Notice- Any notice  required or permitted to be given  hereunder shall be in
writing  and shall be served upon the other party  personally,  or by  certified
mail, return receipt requested,  postage prepaid. Any notice to Franchisor shall
be addressed to Franchisor at:

Hooters of America, Inc.
4501 Circle 75 Parkway
Suite E-5110
Atlanta, Georgia 30339


Notices to the Franchisee shall be addressed as
follows:

Butterwings of Wisconsin, Inc. c/o Mr. Harvey L. Temkin Foley & Lardner 1
South Pickney Street
P.O. Box 1497
Madison, Wisconsin 53701-1497

18.               Miscellaneous.

         Construction and Interpretation:

     (a) This Option is to be construed in accordance with the laws of the State
of Georgia.

     (b) The titles and subtitles of the various sections and paragraphs of this
Option  are  inserted  for  convenience  and shall  not be deemed to affect  the
meaning  or  construction  of  any  of  the  terms,  provisions,  covenants  and
conditions of this Option.

     (c) The  language  in all  parts  of this  Option  shall  in all  cases  be
construed simply according to its fair and plain meaning and not strictly for or
against Franchisor or Franchisee.

     (d) It is agreed  that if any  provision  of this  option is capable of two
constructions,  one of which would  render the  provision  void and the other of
which  would  render the  provision  valid,  then the  provision  shall have the
meaning which renders it valid.

     (e) The words "Franchisor" and "Franchisee" herein may be applicable to one
or more parties, the singular shall. include the plural, and the masculine shall
include the feminine  and neuter;  and if there shall be more than one (1) party
or person referred to as the Franchisee  hereunder,  then their  obligations and
liabilities hereunder shall be joint and several.




                                                         9



<PAGE>


contract,  the latter  shall  prevail,  but in such event the  provision of this
Option thus affected shall be curtailed and limited only to the extent necessary
to bring it within  the  requirement  of the law.  In the  event  that any part,
section,  paragraph,  sentence  or  clauses of this  Option  shall be held to be
indefinite, invalid or otherwise unenforceable, the entire option shall not fail
on account  thereof and the balance of this option shall  continue in full force
and effect.  If any Court of competent  jurisdiction  deems any provision hereof
(other  than for the  payment of money)  unreasonable,  said Court may declare a
reasonable  modification  hereof and this Option shall be valid and  enforceable
and the  parties  hereto,  agree  to be bound  by and  perform  the same as thus
modified.

     (g) This  Option may be  executed  in any number of  counterparts,  each of
which  shall be  deemed to be an  original  and all of which  together  shall be
deemed to be one and the same instrument.

19.  Submission of Option.  The submission of this Option does not constitute an
offer and this option shall become effective only upon the execution  thereof by
the  Franchisor  and  Franchisee.  THIS  OPTION  SHALL  NOT  BE  BINDING  ON THE
FRANCHISOR  UNLESS  AND UNTIL IT SHALL  HAVE BEEN  ACCEPTED  AND  SIGNED,  BY AN
AUTHORIZED OFFICER OF THE FRANCHISOR.





IN WITNESS  WHEREOF,  the parties have duly executed this instrument on the date
first written above.

FRANCHISOR:
HOOTERS OF AMERICA, INC.
By:

Name:
Attest Title:


Dated:




                                                        10


<PAGE>











                                 FRANCHISEE(S):
                            BUTTERWINGS OF WISCONSIN.
By

Title:
Attest:




Dated:








                                                        11



<PAGE>


                                   Exhibit "A"
                                    Territory

Madison, Wisconsin, and Milwaukee, Wisconsin








12


<PAGE>


                                   Exhibit "B"

                                Approved Location


Address:




Date of Approval:






FRANCHISOR: FRANCHISEE:

Hooters of America, Inc. Butterwings of Wisconsin,
Inc.


By: By:
President President


Attest: Attest:
Secretary Secretary








                                                                 13