1. The Company and the Developer have entered into or propose to enter into one or more Franchise Agreements (each a "Franchise Agreement" and, collectively, the "Franchise Agreements"), whereby the Company or a subsidiary of Company shall grant to the Developer the right to operate a Bruegger's Bagel Bakery Restaurant (the "Restaurant").

2. Pursuant to the Franchise Agreements, the Developer is required to maintain certain accounting records and provide to the Company certain periodic financial reports and other data.

3. Developer has requested and the Company has offered that the Company assist the Developer in maintaining certain accounting records and preparing certain financial reports required under the Franchise Agreements.

4. Developer desires to enter into an agreement pursuant to which the Company would perform such services for Developer upon the terms and subject tot he conditions hereinafter provided.

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