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Intercompany Management Consulting Agreement

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Sectors: Retail
Governing Law: New York, View New York State Laws
Effective Date: August 31, 1994
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EXHIBIT I-3


INTERCOMPANY MANAGEMENT CONSULTING AGREEMENT


THIS MANAGEMENT CONSULTING AGREEMENT ("Agreement"), is executed as of the 31st day of August, 1994, between NATIONAL RESTAURANT ENTERPRISES, INC., a Delaware corporation (the "Company"), and NRE HOLDINGS, INC., a Delaware corporation ("Consultant").


W I T N E S S E T H:


WHEREAS, the Consultant has and/or has access to personnel who are highly skilled in the field of rendering advice to businesses such as the Company; and


WHEREAS, the Company desires to retain Consultant to provide business and financial advice to the Company;


NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein set forth, the parties hereto do hereby agree as follows:


1. The Company hereby retains the Consultant, through the Consultant's own personnel or through personnel available to the Consultant, to render consulting services from time to time to the Company and its subsidiaries (whether now existing or hereafter acquired), in connection with their financial and business affairs, their relationships with their lenders, stockholders and other third-party associates or affiliates, and the expansion of their businesses. The term of this Agreement shall commence the date hereof and continue until August 31, 2004, unless extended, or sooner terminated, as provided in paragraph 4 below. The Consultant's personnel shall be reasonably available to the Company's managers, auditors and other personnel for consultation and advice, subject to Consultant's reasonable convenience and scheduling. Services may be rendered at the Consultant's offices or at such other locations selected by the Consultant as the Company and the Consultant shall from time to time agree. This Agreement will be subject to all franchise and other rules, regulations and requirements of The Burger King Corporation.


2. The Company shall pay the Consultant an annual fee as shall be agreed to by the parties (and, in the event of no agreement by the parties, the amount paid in the immediately preceding year), in each case payable in quarterly installments


on the 30th day of March, June, September and December of each year, starting September 30, 1994.


3. Out-of-pocket expenses (including, without limitation, an allocable amount of the Consultant's overhead expenses, as determined by the Consultant in its sole discretion) incurred by the Consultant and its personnel in performing services hereunder to the Company and its subsidiaries shall be promptly reimbursed to it by the Company upon the Consultant's rendering of a statement therefor, together with supporting data as the Company shall reasonably require.


4. Notwithstanding the foregoing, the Company shall not be required to pay the fees under Section 3 (without limiting the obligation for payment of the fees, reimbursements and payments provided under Sections 7 and 8 of this Agreement which shall be due and payable in all events), (a) if and to the extent expressly prohibited by the provisions of any credit, stock, financing or other agreements or instruments binding upon the Company, its subsidiaries or properties, (b) if the Compan
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