Management Agreement and Option to Purchase

MANAGEMENT AGREEMENT AND OPTION TO PURCHASE

THIS AGREEMENT made and entered into on this the day of , 20, by and between (hereinafter "") and (hereinafter "").

NOW, THEREFORE, FOR AND IN CONSIDERATION of the mutual promises and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of all of which is acknowledged, retains to manage and operate that certain business known as (the "Business") under the terms and conditions set forth below:

1. Term. agrees to retain as the General Manager of the Business for a term commencing on and continuing through unless extended or terminated in accordance with the terms of this Agreement.

2. Duties. shall manage and operate the Business for and on behalf of ; provided, however, shall only be required to devote such time and efforts as she, in sole and absolute discretion, shall deem prudent and necessary. shall be solely responsible for the operation of the Business during the term hereof and shall not interfere in any way with 's operation and management of the Business during the term hereof. The parties specifically agree that shall have overall responsibility for all personnel actions and shall make all daily management and operating decisions. The direction of all personnel will be done by and through .

3. Compensation. In consideration of all services to be rendered by , shall pay to the compensation during the term hereof equal to the Net Income of the Business less the sum of $ per month.

Net Income shall be calculated monthly and shall provide with a written summary of his/her calculation of Net Income within five (5) working days after the last day of the calendar month. shall maintain all accounting records on a cash basis. Upon request, shall provide with reasonable documentation supporting his/her calculation of Net Income. At the same time that delivers his/her summary calculation of Net Income, shall also deliver to a check for the sum of Dollars ($).

4. Repairs. agrees that within fourteen (14) days of the execution of this Agreement he will, at his/her sole cost and expense, repair or replace those items listed by the state health department as being deficient, including without limitation, replacing ceiling tiles, painting all interior walls and ceilings (if applicable), cleaning carpets and installing floor covering where necessary. Further, agrees that during the term hereof he shall keep the building where the Business is located in good repair. If shall fail to complete the specific repairs above or other necessary repairs which may arise during the term hereof, shall be entitled to make such repairs and deduct the cost thereof from the amounts payable to hereunder.

5. Termination. may terminate this Agreement, at will, and in his/her sole discretion upon seven (7) days written notice to the . This Agreement also may be terminated at any time upon the mutual written agreement of the and . In the event dies during the term of this Agreement, this Agreement shall terminate, and shall pay to 's estate the Net Income which would otherwise be payable to through the end of the week in which 's death occurs.

6. Option to Purchase. hereby grants to the option and right to buy all of the assets of the Business, including the real property described in Exhibit A, (hereinafter the "Assets") on the terms set forth herein:

(a) This option shall remain in effect until and shall thereupon expire, unless this option is sooner exercised.

(b) To exercise this option, must notify of his/her intention to purchase the Assets by certified mail within the option period.

(c) Upon exercise of the option, and agree that this agreement shall become a contract to purchase on the following terms:

(i) The purchase price shall be Dollars ($), and shall be paid in cash or by cashiers check at Closing.

(ii) In connection with the purchase of the Assets, will not assume any liabilities of . agrees to indemnify with respect to all such non-assumed liabilities, including, without limitation, any liabilities with respect to any environmental claims or employees of , which result from operation of the Business prior to the Closing. will also agree to indemnity and hold harmless with respect to any liabilities incurred by to the extent such liabilities arise out of obligations imposed or claimed to be imposed by operation of law on as successor to and the business of .

(iii) Except as provided herein below, all Assets will be transferred "as is", meaning that they will be transferred in whatever condition they exist at the time of the Closing.

(iv) During the period from the date of this Agreement until the Closing, and his/her representative shall have access to all facilities, equipment, buildings, personnel, computers, books and records of relating to the Business and to the Real Property, and shall furnish to financial and other data and information requested for the completion of 's investigation of the Business.

(v) The parties' respective counsel (initially, counsel for ) will prepare an appropriate purchase agreement (the "Purchase Agreement") and other appropriate documents to effectuate the transactions herein contemplated, such documents to be subject to approval by the parties.

(A) appropriate warranties as to the financial statements of and the title of the Assets, (B) indemnification provisions in favor of against liabilities of under claims based on or arising out of actions or events which occurred on or before the Closing, (C) allocation of the purchase price, (D) appropriate provisions concerning the confidentiality

(vi) Closing shall occur not later than thirty (30) days after exercise of the option, unless extended in writing by mutual agreement of the parties.

(vii) At Closing, shall provide with a Certificate of Title regarding the real property from an attorney upon whose certificate can obtain title insurance should they so desire. Title to all of the Assets shall be conveyed by appropriate warranty deed, warranty bill of sale or other necessary instruments of conveyance with conveying good title, free and clear of liens but subject to all existing building restrictions, restrictive covenants, easements, rights-of-way, and mineral reservations of record. shall pay the costs of providing the certificate of title, warranty deed, warranty bill of sale or other conveyance documents. All other closing costs shall be paid by . If exercise the option but is unable to convey marketable title at Closing and cannot cure the defects within thirty (30) days, shall be entitled to recover damages suffered as a result of 's non-performance.

(viii) Taxes shall be prorated as of the date of Closing.

(ix) reserves the right to make the purchase herein contemplated through a subsidiary of or to assign its rights and obligations under the Purchase Agreement to such subsidiary.

(x) The parties agree that there are no fees or commissions due any Broker or Finder on account of this proposed transaction.

(xi) Each party agrees that such party will pay the fees and expenses of its accountants, attorneys and others in connection with this Agreement, the transaction herein contemplated and the negotiation of the Purchase Agreement.

7. Exclusive Negotiating Rights. In consideration of the expenditures of time, effort and expense by in connection management of the Business and his/her contemplated purchase of the Business, agrees that between the date of the execution of this Agreement and the later of Termination or Closing he will not enter into or conduct any discussions with any other prospective purchaser of the Business, and that will use his/her best efforts to preserve the Business and to retain the goodwill of his/her customers, suppliers and others having business relations with him.

8. Extension. shall have option to extend this Agreement, including the Option to Purchase, for an additional term of six (6) months by giving at least fourteen (14) days written notice prior to the expiration of the initial term.

9. Miscellaneous Provisions.

(a) The provisions of this Agreement shall be binding upon and inured to the benefit of the heirs, personal representatives, successors and assigns of the parties.

(b) Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be mailed by certified mail, return receipt requested, postage prepaid, addressed to the parties as follows:

All notices and communications shall be deemed given at the expiration of three (3) days after the date of mailing. The address to which notices or other communications shall be mailed shall be changed from time to time by giving written notice to the other party as provided above.

(c) In the event of a default under this Agreement, the defaulted party shall reimburse the non-defaulting party or parties for all costs and expenses reasonably incurred by the non-defaulting party or parties in connection with the default, including without limitation, attorney's fees. Additionally, in the event a suit or action is filed to enforce this Agreement or with respect to this Agreement, the prevailing party or parties shall be reimbursed by the other party for all costs and expenses incurred in connection with the suit or action, including without limitation, reasonable attorney's fees at the trial level and on appeal.

(d) No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

(e) This Agreement shall be governed by and shall be construed in accordance with the laws of the State of .

(f) This Agreement constitutes the entire agreement between the parties pertaining to its subject matter and it supersedes all prior contemporaneous agreements, representations and understandings of the parties. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by all parties.

WITNESS OUR SIGNATURES, this the day of , 20.