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Financial Advisory Services Agreement

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Exhibit 10.21


This Financial Advisory Services Agreement (this "Agreement") is made and entered into as of July 21, 1998, by and between NE Restaurant Company, Inc., a Delaware corporation (including its successors, the "Company"), and Jacobson Partners, a New York general partnership ("Jacobson").

WHEREAS, the Company and Jacobson desire to enter into an agreement providing for an annual management fee in return for certain services to be provided to the Company by Jacobson.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Company and Jacobson (the "Parties") hereby agree as follows:


(a) Subject to the terms and conditions set forth herein, the Company hereby retains Jacobson to act as a financial advisor to the Company during the Contract Period (as defined in Paragraph 3 below).

(b) As financial advisor to the Company, Jacobson will, from time to time provide consultation, assistance and advice with respect to the Company's financial operations, including without limitation the following:

(i) assistance in the public equity or debt offering process, including review of documents, road show planning and participation, and general oversight of legal, accounting and underwriting issues;

(ii) assistance in loan and credit agreement negotiation, documentation and compliance;

(iii) assistance in upgrading and implementing a long-term budgeting and planning process and a long-term strategy;

(iv) assistance and advice in connection with public reporting and disclosure issues;

(v) assistance in developing and maintaining an investor relations program, which will include preparation of presentations, planning meetings and attending meetings with analysts; and

(vi) ongoing advice on financial and business activities, including negotiation strategies, financing alternatives and possible acquisitions.

(c) The Parties acknowledge that (i) Jacobson provides financial advisory services to others and that the services to be performed by Jacobson hereunder are provided, in part, as an incident to Jacobson's and/or its affiliates' ownership of capital stock of the Company; (ii) the fees to be paid to Jacobson hereunder were established at an amount which is believed to be reasonable for the services to be performed by Jacobson hereunder; (iii) Jacobson is not an "investment advisor," within the meaning of the Investment Advisors Act of 1940, as amended, or applicable state laws, or a "broker" or "dealer" under the Securities Exchange Act of 1934, as amended, or applicable state securities laws; (iv) the services to be provided by Jacobson under this

Agreement do not include those of an "investment advisor" (i.e., providing advice as to the value of securities or the advisability of investing in, purchasing or selling securities), or those of a "broker" or "dealer" (i.e., effecting transactions in securities for the account of the Company or others); and (v) it is specifically intended by the Parties that Jacobson's activities hereunder will not subject Jacobson to any regulation or registration under federal or state laws.

(d) The Parties acknowledge and agree that Jacobson will make available any and all of its partners, employees, agents and other resources, which Jacobson, at its sole discretion, determines to be necessary for it to perform its services hereunder.

2. CONTRACT PERIOD AND TERMINATION. Jacobson shall act as the Company's financial advisor under this Agreement for a period commencing July 21, 1998, and continuing through July 20, 2008, and from year to year thereafter (the "Contract Period"). Upon termination, neither party will have any further obligation under this Agreement, except for (a) the Company's obligation to pay to Jacobson the fees and reimbursements then due pursuant to Paragraph 5 hereof, which shall continue after such termination until such amounts are paid in full; and (b) Jacobson's confidentiality obligations under Paragraphs 4(b) and 4(c) hereof, which shall continue in effect for two years after such termination.


(a) In connection with Jacobson's activities hereunder on the Company's behalf, the Company shall furnish Jacobson with all information concerning the Company and its operations that Jacobson deems necessary or appropriate (the "Company Information") and will
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