ARTICLE 1. FRANCHISE RIGHT GRANTED, LOCATION.

ARTICLE 1. FRANCHISE RIGHT GRANTED, LOCATION.

1.1 GRANT.

In consideration of the issuance of the franchise granted herein, Operator
shall pay to Franchisor the non-refundable sum of $Price (the "Initial Fee"). In
exchange, Franchisor hereby awards Operator the exclusive right to open and
operate, under the terms of this Agreement, one System Restaurant specializing
in selling high quality limited and specific food items as specified by
Franchisor in Franchisor's Operations Manual, or subsequently added in
accordance with Operations Manual amendments, under the name Pasta Central at a
location to be mutually agreed upon by both parties. No exclusive or protected
market is intended to be granted by this Article. The Initial Fee shall be
deemed fully earned by Franchisor upon the execution of this Agreement by
Franchisor and Operator and shall not be refunded, in whole or in part, upon any
termination of this Agreement, or at any other time or under any other
circumstances.

2

1.2 LICENSE.

Franchisor hereby grants and awards to Operator, for the term set forth in
this Agreement, and any renewal term, beginning on the date of this Agreement,
the right and license, and Operator hereby undertakes the obligation, to operate
the business described in this Agreement under Franchisor's Marks and such other
of Franchisor's Marks as may be designated by Franchisor, to operate such
business solely in accordance with the System, and only at the specific location
to be agreed upon by Franchisor and Operator (the "Location").

1.3 LOCATION.

No Location has been agreed upon at the time of the execution of this
Agreement unless set forth and identified in this Agreement or an attached
rider. Upon the leasing of the Location, Operator agrees to sublet the Location
from an independent corporation designated by Franchisor, on the approved
sublease form annexed to Franchisor's Uniform Franchise Offering Circular (the
"UFOC", as further defined in Article 18). Any material violation of the
sublease that is not cured after notice is given and within the applicable grace
periods, as required by the terms of the sublease for the Location, is a
violation of this Agreement. The signing of the sublease for the Location, or
Operator's or any of its principle stockholder's or officer's written approval
of the master lease for the Location, shall constitute Operator's approval of
the Location. Operator shall engage only in the business of operating a System
Restaurant at the Location and no other, except with Franchisor's prior written
consent. Operator acknowledges its sole responsibility for finding the Location
and that Franchisor is not obligated to directly or indirectly obtain an
approved location for Operator. Franchisor's area subfranchisor, if any, as
identified herein, however, may voluntarily (without obligation) assist Operator
in obtaining an approved location, as well as other approved locations for other
System Restaurant operators who have executed existing franchise agreements

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