Joint Venture Agreement

CREMONINI S.p.A.


AND


ROADHOUSE GRILL, INC.


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JOINT VENTURE AGREEMENT


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ROADHOUSE GRILL EUROPE


AGNOLI BERNARDI ZINI
BRITEN BURKHARDT MITTL & WEGENER
MOQUEST BORDE & ASSOCIES
MEYER LUSTENBERGER
PROFESSIONAL CORPORATION


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INDEX


Clauses No. Page No. - ----------- -------- 1. Definitions And Interpretation....................................................5


2. Purpose, Initial Scope And Territory Of The Joint Venture.........................9


3. The Joint Venture Company.........................................................10


4. Shareholders' Agreement...........................................................11


5. Business Plan.....................................................................11


6. Pre-Closing Conditions And Covenants..............................................11


7. Option To Subscribe Shares And Post-Closing Covenants.............................13


8. Foreign Corrupt Practices Act.....................................................15


9. Exclusivity-Right Of First Refusal, Non-Competition, Notification.................16


10. Execution.........................................................................17


11. Representations And Warranties Of The Parties.....................................17


12. Duration..........................................................................19


13. Termination.......................................................................20


14. Survival..........................................................................24


15. Confidentiality...................................................................24


16. Miscellaneous.....................................................................26


17. Notices And Communications.......................................................28


18. Governing Law And Arbitration.....................................................30


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ANNEXES


1. Business Plan


2. Master Development Agreement


3. Franchise Agreement


4. Shareholders' Agreement


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THIS JOINT VENTURE AGREEMENT is entered into on the 6th day of July, 2000 BY and BETWEEN


1. CREMONINI SPA, a company incorporated in Italy, with its principal office at Via Modena 53, Castelvetro (Modena), Italy, ("Cremonini");


2. ROADHOUSE GRILL, INC., a Florida corporation, with its principal office at 2703-A Gateway Drive, Pompano Beach, Florida 33069, ("Roadhouse").


(Cremonini and Roadhouse are hereinafter jointly referred to as the "PARTIES" and each individually as a "PARTY").


WHEREAS


(A) Roadhouse is the owner or exclusive licensee of certain trademarks,
service marks and trade dress, including "Roadhouse Grill" and
associated logo, and may hereafter adopt, use and license additional
trademarks, service marks and trade dress, including an EU application,
whose filing information will be delivered as promptly as possible
(collectively, the "Marks") in conjunction with the operation of
Roadhouse Grill Restaurant (the "Restaurants") and is in the business
of operating and granting franchises to operate Restaurants, which
feature steaks, chicken, pork, seafood, vegetables, salads and certain
other food products (the "Products") for consumer consumption through
on-premises and carry-out sales.


(B) Cremonini is one of the Italian leading specialist integrated food
groups, with operations focused on meat processing, food service
distribution, catering and restaurant activity. Cremonini currently
operates, and will operate and develop in the future, restaurants other
than steak houses in the Territory (as hereinafter defined) under
several trademarks, which also feature, as part of their menu, the
Products;


(C) Cremonini desires to acquire franchises to operate Roadhouse Grill
Restaurants in Europe and, in connection with this, Roadhouse Grill
Europe, the designated name of the Joint Venture Company to be
incorporated pursuant to this Agreement ("JVCO"), and Roadhouse will
execute and deliver, upon incorporation of the JVCO, a Master
Development Agreement (attached hereto as Annex 2) setting forth the
terms and conditions of the development and opening of Restaurants by
the JVCO in various countries (the "Territory" as hereinafter better
defined below), and a Franchise Agreement constituting an attachment to
the Master Development Agreement regulating the franchise for
individual Restaurants;


(D) In connection with such development program as set forth in the Master
Development Agreement, the Parties intend to set up JVCO to be used as
their vehicle for pursuing the opportunities to develop and open the
Restaurants in the Territory as more fully described herein;


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(E) Each of the Parties wishes to pursue such development strategy in the
Territory with a leading partner to enhance the range, quality and
efficiency of their activity and have been selected because of their,
or their respective Affiliates', specific characteristics, experience,
know-how, technology, resources and infrastructures;


(F) This Agreement sets out the terms and conditions pursuant to which the
Parties have agreed to establish the JVCO, the manner in which the JVCO
shall conduct its business and the rights and obligations between each
of the Parties and the JVCO;


(G) Attached as Annexes to this Agreement are, (i) the Shareholders'
Agreement governing and regulating, together with the constitutional
documents of the JVCO, INTER ALIA, the legal relationships within the
various governing bodies of the JVCO and the rights and obligations of
the Parties as Shareholders of the JVCO: (ii) the By-Laws of the JVCO;
and (iii) the Ancillary Agreements regulating, INTER ALIA, the
commercial relationships among the JVCO and each of the Parties: and


(H) The aforementioned Shareholders' Agreement, the By-Laws, and Ancillary
Agreements will be executed upon incorporation of the JVCO.


NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:


1. DEFINITIONS AND INTERPRETATIONS


DEFINITIONS


1.1. Terms defined in the Master Development Agreement shall have the same
meaning in this Agreement, unless otherwise stated. In addition, the
following words and expressions shall have the following meanings:


"ACTIVE MANAGEMENT PARTICIPATION" means the ability to, at the
management, Board or equivalent level, actively participate in the
management decision making process and thereby have an effective
influence on operational decisions of the relevant entity before they
are taken.


"AFFILIATE" means, with respect to a specified Party, any Person that,
directly or indirectly through one or more intermediaries, Controls, or
is Controlled by, or is under common Control with the specified Party.


"AGREEMENT" means this joint venture agreement, including the Whereas
Clauses and all its Schedules and Annexes, as it may be amended from
time to time.


"ANCILLARY AGREEMENTS" means the agreements referred to in Clause 6 and
7.6.


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"AUDITORS" means the auditor of the financial statements of the JVCO
(but does not include the Statutory Auditors).


"BOARD OF DIRECTORS" or "BOARD" means the board of directors of the
JVCO.


"BUDGET" means the budget of the JVCO, drawn up for the first year of
the Business Plan to which it relates.


"BUSINESS" means the purpose of the JVCO as defined in Clause 2.


"BUSINESS DAY" means any day (other than a Saturday or Sunday) when
banks in Milan and Modena, Italy, and Pompano Beach (Florida, U.S.A.)
and New York (New York, U.S.A.) are open for the transaction of normal
business.


"BUSINESS PLAN" means the initial business, strategic and operating
plan and budget for the JVCO in the form set out in Annex 1 and any
subsequent business plan that may be approved or adopted in accordance
with this Agreement and Shareholders' Agreement, in each case as the
same may be modified or amended in accordance with this Agreement


"BY-LAWS/ARTICLES OF ASSOCIATION OF JVCO" means the By-laws/Articles of
Association of the JVCO in the form set out in Clause 2.2 and as
amended from time to time.


"CLOSING DATE" means the date agreed to by and between the Parties
within five (5) days from the satisfaction or waiver of all the
Pre-Closing Conditions and Covenants set forth in Clause 6.1 which in
any event shall not be later than August 31, 2000.


"CONTROL", "CONTROLLING", and "CONTROLLED" refer to the power of one
Person or group of Persons acting together or in concert, to control
directly or indirectly another Person through:


(i) any right entitling the controlling Person to a number of
votes sufficient to exercise a dominant influence in ordinary
shareholders' meetings; or


(ii) any right entitling the controlling Person to exercise the
majority of the votes that can be cast in ordinary
shareholders' meetings;


(iii) the exercise of a dominant influence by virtue of particular
contractual links with such Person.


For the purpose of (i), (ii) and (iii) above, the votes belonging to
controlled Persons, fiduciary companies, or fiduciary individuals shall
be taken into account. Votes that can be cast on behalf of third
persons shall not be taken into account.


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"CREMONINI GROUP" means the group comprised of all companies, whether
Italian or foreign, which are owned or controlled, directly or
indirectly, by Cremonini.


"DIRECT COMPETITOR" means a company operating in the Territory (as
hereinafter defined below) in the following businesses: (i) beef
sector; (ii) food service distribution; (iii) catering; or (iv) any
type of commercial restaurant activity.


"ENCUMBRANCE" means mortgages, charges, pledges, liens, options,
restrictions, rights of first refusal rights of pre-emption, third
party rights or interests, other encumbrances or security interests of
any kind, or any other type of preferential arrangements (including,
without limitation, a title transfer or retention arrangement) having
similar effect under the laws of any jurisdiction.


"EXECUTION DATE" means the date of this Agreement.


"EURO" and "EUROS" mean the single currency of the participating Member
States of the European Union.


"FRANCHISE AGREEMENT" means the Franchise Agreement to be executed by
the JVCO and Roadhouse in a form substantially pursuant to the text
attached hereto as Annex 3.


"GAAP" means generally accepted accounting principles as such
principles are in effect from time to time, and consistently applied in
the applicable jurisdiction of incorporation of the JVCO or such other
jurisdictions, where Restaurants will be opened and operated.


"GROSS REVENUES" means the aggregate sales of Restaurants opened and
operated under the Master Development Agreement after deduction of any
sales tax or VAT applicable to such sales.


"JVCO SHARE" means a Share of par value to be determined upon
incorporation in the capital of the JVCO as it will be determined by
the parties at incorporation.


"JVCO" means the company to be incorporated under the laws of the
jurisdiction in the territory of the European Union, as it will be
jointly agreed to by and between the parties in accordance with the
appropriate tax and corporate structure, which will be jointly verified
by the Parties, under the name of Roadhouse Grill Europe. The JVCO
shall be incorporated by Cremonini pursuant to Clause 3 as (i) the
joint venture company referred to in this Agreement and (ii) the
Franchise Owner under the Master Development Agreement.


"LIT," "ITL" "LIRAS" or "LIRE" means Italian Lire.


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"MASTER DEVELOPMENT AGREEMENT," means the Master Development Agreement
executed by the Parties as of the date hereof and pursuant to which the
JVCO as Franchise Owner will acquire a franchise to develop and operate
Restaurants pursuant to the terms and conditions of the Franchise
Agreement to be executed with Roadhouse; for each Restaurant to be
established.


"NET DEBT" means the total amount of short term and long term financing
of the JVCO minus the amount of available cash and available cash
deposits and any present and future indebtedness represented by notes,
debentures, loan stock, or other security which are for the time being,
or are capable of being quoted, listed, or ordinarily dealt in on any
stock exchange, over-the-counter market or other securities market,
provided further that "financing" shall not include any indebtedness
the terms of which permit the JVCO, at the JVCO's option, to satisfy
such indebtedness by the issue of equity shares or other securities
convertible at the option of the JVCO into equity shares.


"PARTIES" means Cremonini and Roadhouse, and "PARTY" means any one of
them.


"PERSON" includes any individual, corporation, limited liability
company, company, partnership, joint venture, association, business
trust, joint-stock company, trust, unincorporated organization or
government or agency or political subdivision thereof.


"RELEVANT EQUITY INTEREST" means: (i) 25% or more of the issued and
outstanding share capital of the relevant private entity or (ii) 5% or
more of the issued and outstanding share capital of the relevant public
entity.


"RESTAURANTS" means the Roadhouse Grill restaurants.


"ROADHOUSE GROUP" means Roadhouse Grill, Inc. and its subsidiaries.


"SHARE" or "SHARES" means any issued share in the capital of the JVCO.


"SHAREHOLDERS" means a Party to this Agreement.


"TERRITORY" means the territory as defined in Clause 2.3,


"US$" or "$" means United States Dollars.


"WARRANTY" means, with respect to a Party, a statement (including
representations, warranties, and covenants) contained in Clause 11 and
made or deemed to be made by such Party and "Warranties" means all such
statements.


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INTERPRETATION


1.2. Headings are inserted for convenience only and shall not affect the
interpretation of this Agreement.


1.3. A Person includes a reference to that Person's legal personal
representatives or successors.


1.4. The singular includes the plural and vice versa.


1.5. A Clause or Annex, unless the context otherwise requires, is a
reference to a Clause of or Annex to this Agreement.


1.6. The Annexes form an integral part of this Agreement and shall have the
same force and effect as if set out in the body of this Agreement.


1.7. A reference to a Party's knowledge, information or belief or to a Party
being aware of a fact, matter or circumstances means, in the case of
Cremonini, the knowledge, information or belief of Cremonini and its
subsidiaries or Affiliates and, in the case of Roadhouse, knowledge,
information or belief of Roadhouse and its subsidiaries or Affiliates


1.8. In this Agreement, a reference to "ownership" or a Person "owning" an
asset of any description or any similar formulation shall mean that the
Person described as having ownership of or owning the asset has all
rights, title and interest in and to the relevant asset.


2. PURPOSE, INITIAL SCOPE AND TERRITORY OF THE JOINT VENTURE


PURPOSE


2.1. The purpose of the JVCO will be to develop, open, own, and operate
Roadhouse Grill Restaurants, which feature the Products, in the
Territory and in accordance with the Development Schedule as set forth
in the Business Plan attached hereto as Annex 1.


Such development, opening and operation of the restaurants shall be
conditional upon (i) successful completion of the registration process
currently taking place, by Roadhouse in the Territory of the "Roadhouse
Grill" trademark.


2.2. The Business shall be carried out by JVCO in the Territory. The
By-laws/Articles of Association of the JVCO shall be in a form to be
prepared by BBLP Pavia e Ansaldo consistently with this Agreement and
the Shareholders' Agreement upon determination of the appropriate
jurisdiction.


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TERRITORY


2.3. Subject to the provisions of the Master Development Agreement, the
territorial Scope of the JVCO shall be limited to Europe, as
geographically and politically defined.


3. THE JOINT VENTURE COMPANY


THE JOINT VENTURE COMPANY


3.1. JVCO shall be incorporated by Cremonini under the name of Road House
Grill Europe in the most appropriate jurisdiction as set forth in the
definition of JVCO.


BY-LAWS/ARTICLES OF ASSOCIATION


3.2. Upon incorporation of the JVCO, Cremonini as sole Shareholder shall:


3.2.1 adopt the By-laws/Articles of Association of the JVCO in the
appropriate form for the corporate type and jurisdiction
agreed to by and between the parties and in a text containing
to the extent possible the term and conditions set forth in
the Agreement and in the Shareholders' Agreement. The Parties
hereby agrees that duration of the JVCO shall be perpetual; it
being understood and agreed that, if a perpetual duration is
not permissible under applicable law, then the duration of the
JVCO shall be automatically reduced to the maximum duration
permitted under such applicable law; and


3.2.2 fix the fiscal year of the JVCO to end on December 31 of each
year.


AUTHORIZED SHARE CAPITAL


3.3. The initial authorized capital of the JVCO shall be the equivalent of
Lit 5,000,000,000 (five billion) divided into a certain number of
Shares based on the par value as determined upon incorporation.


VOTING SHARES


3.4. The Shares shall be common shares entitling the owner thereof to one
vote per Share.


OWNERSHIP OF THE JVCO


3.5. The JVCO shall initially be owned 100% by Cremonini. Roadhouse will
subscribe and acquire annually shares of the JVCO, starting from the
year 2000, in accordance with the provisions set forth in Clause 7.


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3.6 The Board of Directors of the JVCO shall be composed of 3 members.
Roadhouse shall have the right to designate one member. The
Shareholders' Agreement shall provide for additional corporate
governance rights infavor of Roadhouse starting from the subscription
of the Shares pursuant to Clause 7.


4. SHAREHOLDERS' AGREEMENT


4.1. Upon incorporation of the JVCO, the Parties and the JVCO shall execute
and deliver the Shareholders' Agreement in the text attached hereto as
Annex 4 setting forth the terms and conditions that regulate their
rights, duties and obligations INTER SE as regards the internal
structure of the JVCO.


5. BUSINESS PLAN


5.1. The Business of the JVCO shall be conducted in accordance with the
Business Plan and the development plan per country (as hereinafter
defined). The Business Plan for the years 2000/2004 is attached hereto
as Annex 1. The Business Plan shall determine the development schedule
for the opening of the Restaurants in the various countries of the
Territory (the Development Plan per Country).


5.2. The Business Plan shall cover five (5) fiscal years including the year
2000. Each new Business Plan shall be annual with a three (3) year
projection in accordance with the Shareholders' Agreement.


6. PRE-CLOSING CONDITIONS AND COVENANTS


PRE-CLOSING CONDITIONS


6.1. The Parties agree that all their obligations set forth in this
Agreement, including those to be entered into under the Ancillary
Agreements, are to be terminated in accordance with Clause 13, unless
the following conditions shall have been satisfied or (where permitted)
waived in writing on or before August 31, 2000:


6.1.1 all of the obligations and covenants to be fulfilled by either
Party on or prior to the Closing Date shall have been
fulfilled to the satisfaction of the other Party;


6.1.2 the registration by Roadhouse of the Marks having been filed
in the European Union and relevant documentation shall have
been delivered to Cremonini; such registration shall have to
be successfully completed within twelve (12) months from
execution of this Agreement, other than as set forth in the
Master Development Agreement;


6.1.3 the execution between Roadhouse and the JVCO of the Ancillary
Agreements referred to in Clause 7.6;


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6.1.4 Cremonini not becoming aware of any third parties' intention
to raise any claims against or in respect of or otherwise
challenge the validity or enforceability of this Agreement
and/or of the rights of Roadhouse to own or use, or to permit
third Parties to use or have access to the Marks;


6.1.5 the Warranties of the Parties hereunder being and remaining
true and accurate and not having been breached in any material
respect;


6.1.6 Roadhouse having provided to the JVCO, as required by
applicable law, and to Cremonini at least ten (10) days prior
to the Closing Date an updated version of the Uniform
Franchise Offering Circular which shall include, among other
things, information on Europe, as appropriate;


6.1.7 neither Party having served a Termination Notice under Clause
13 when entitled to do so for any reason; and


6.1.8 the JVCO's Articles of Incorporation and By-Laws/Articles of
Association having been filed with the relevant Court and/or
other entity and with the pertinent Registrar of Companies as
required under applicable law.


PRE-CLOSING COVENANTS


CREMONINI'S OBLIGATIONS


6.2. It shall be the obligation of Cremonini to:


6.2.1 Procure, to the extent possible as applicable to Cremonini,
the satisfaction of the conditions set out in Clauses 6.1.
Roadhouse may waive in writing satisfaction of any of those
conditions and the conditions set out in Clause 6.1. Roadhouse
may postpone the date for satisfaction of any of the
conditions (which postponement does not prejudice the right of
Roadhouse to exercise its right of termination if a condition
has not been satisfied by such later date) but in any event
not later than October 1, 2000.


ROADHOUSE'S OBLIGATIONS


6.3. It shall be the obligation of Roadhouse to:


6.3.1 Procure, to the extent possible as applicable to Roadhouse,
the satisfaction of the conditions set out in Clauses 6.1.4
and 6.1.5. Cremonini may waive in writing satisfaction of any
of those conditions and the conditions set out in Clause 6.1.
Cremonini may postpone the date for satisfaction of any of the
conditions (which postponement does not prejudice the right of
Cremonini to exercise its


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right of termination if a condition has not been satisfied by
such later date) but in any event not later than October 1,
...