THIS INDEPENDENT CONTRACTOR AGREEMENT is entered into as of the lst day of August, 1995, by and between BUTTERWINGS, INC., an Illinois corporation (the "Company") and Edmund C. Lipinski ("Lipinski").

RECITALS

A. The Company is engaged in the business of restaurant operations in certain areas of the United States, including but not limited to the State of Wisconsin and Southern California (collectively, the "Territory"); and

B. The Company, through its subsidiaries, is a franchisee of Hooters of America authorized to own and operate Hooters restaurants in certain portions of the Territory; and

C. Lipinski has experience in the construction and operation of Hooters restaurants; and

D. The Company desires to retain the services of Lipinski, and Lipinski desires to be retained by the company, as an independent contractor, and not as an employee, for the purposes of consulting with and advising the company regarding the construction and operation of Hooters restaurants; and

E. In the course of its business, the Company has developed and will continue to develop a considerable body of confidential and secret information in connection with its business, and in connection with the performance of his duties and obligations as an independent contractor, Lipinski will have access to information concerning the Company's business which Lipinski agrees is entitled to protection;

NOW, THEREFORE, in consideration of the foregoing Recitals and mutual promises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Retention of Lipinski. The Company hereby agrees to retain Lipinski, as an independent contractor and not as an employee, for the term of this Agreement, and Lipinski hereby agrees to accept such retention by the Company.

2. Appointment.

(a) The Company hereby appoints Lipinski as its non-exclusive agent, to use his best efforts:

(i) to assist the Company in identifying and selecting site locations suitable for Hooters restaurants; and

(ii) to assist the Company in constructing and developing Hooters restaurants within the Territory. In connection therewith, Lipinski shall: (a) make recommendations to the Company regarding the selection of architects and suppliers and the design and construction of the restaurants; and (b) supervise and direct the construction process; provided, however, that Lipinski shall have no authority to bind the company in the absence of the written authorization of an officer of the Company; and

(iii) to consult with and advise the Company regarding the operations of Hooters restaurants within the Territory; and

(iv) to perform such other and further services relating to restaurant construction and operation as the Company shall direct.

(b) Such services shall be rendered by Lipinski at such reasonable times and places as Lipinski shall determine; provided, however, that nothing herein shall require Lipinski to devote his full time and attention to the performance of services hereunder.

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