Form Of Unsecured Promissory Note

EXHIBIT 10.15


THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT
BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS REGISTERED
PURSUANT TO THE PROVISIONS OF THAT ACT OR AN
OPINION OF COUNSEL TO THE MAKER IS OBTAINED
STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH
AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION


12% UNSECURED SUBORDINATED PROMISSORY NOTE


$(Amoumt) November 15, 1996
Providence, Rhode Island


FOR VALUE RECEIVED, the undersigned, CAFE LA FRANCE, INC., a Delaware corporation (the "Maker"), promises to pay to or registered assigns (the "Holder"), the principal sum of Dollars ($) upon the earlier of (i) one year from the date hereof or (ii) 10 days after the successful completion of an initial public offering of the Maker's common stock (the "Maturity Date"), together with interest on the outstanding principal balance of this Note from the date hereof until fully paid at a simple interest rate of twelve percent (12%) per annum.


Interest shall be calculated on the basis of the actual number of days elapsed over a year of three hundred and sixty (360) days.


The entire principal amount hereof, together with all interest hereon, shall be due and payable on the Maturity Date or upon the acceleration of this Note following the occurrence of an Event of Default, as that term is defined below, whichever shall first occur. Upon the occurrence of any Event of Default, the Holder shall have the right to declare the unpaid principal of and interest on this Note to be forthwith due and payable.


The principal hereof and interest hereon shall be payable in lawful money of the United States of America, at the Maker's principal office in Providence, Rhode Island or at such other place at the Holder hereof may designate in writing to the Maker. The Maker may prepay this Note in full or in part at any time without premium or penalty.


The Holder agrees that the Note may not be sold, transferred, pledged, hypothecated or otherwise disposed of except to a person who, in the opinion of counsel to the Maker, is a person to whom the Note may legally be transferred without registration under the Securities Act of 1933, as amended the (the "1933 Act"), and then only against receipt of an agreement of such person to comply with the provisions of this paragraph with respect to any resale or other disposition of the Note.


The Maker covenants and agrees that, so long as this Note shall be outstanding, it will:


(i) Promptly pay and discharge all lawful taxes, assessments, and governmental charges or levies imposed upon the Maker or upon its income and profits, provided, however, that the Maker shall not be required to pay and discharge any such tax, assessment, charge or levy so long as the validity thereof shall be contested in good faith by appropriate proceedings and the Maker ...