MAX & ERMAS RESTAURANTS INC
EXHIBIT 10(U)
<DOCUMENT>
<TYPE>EX-10.U
<SEQUENCE>5
<FILENAME>l05046aexv10wu.txt
<DESCRIPTION>EXHIBIT 10(U)
<TEXT>
<PAGE>

                                  EXHIBIT 10(U)

NOTICE:  READ THIS BEFORE YOU SIGN!
         THIS AGREEMENT CONTAINS A RELEASE.
         YOU SHOULD CONSULT LEGAL COUNSEL

                        CONFIDENTIAL SEVERANCE AGREEMENT
                        --------------------------------
                                       AND
                                       ---
                        RELEASE AND WAIVER OF ALL CLAIMS
                        --------------------------------

         This Confidential Severance Agreement and Release and Waiver of All
Claims ("Agreement") is made by and between, and shall inure to the benefit of
and be binding upon, the following parties:

         MARK F. EMERSON, hereinafter referred to, together with his heirs,
estate, executors, administrators, successors, assigns, and other personal
representatives, as "Mr. Emerson"; and

         MAX & ERMA'S RESTAURANTS, INC., hereinafter referred to, together with
all its past, present and future assigns, successors, affiliates, parent and
subsidiary organizations, divisions, and corporations, and including all past,
present, and future officers, directors, shareholders, employees, and agents of
the same, as well as their heirs, executors, administrators, successors,
assigns, and other personal representatives, individually and in their
respective corporate capacities, as the "Company."

         In consideration of the mutual provisions and promises of this
Agreement, Mr. Emerson and the Company, collectively referred to as the
"parties," agree as follows:

         1. RESIGNATIONS. Mr. Emerson has decided to resign his position as an
officer and director of the Company and hereby submits such resignations to be
effective December 31, 2003. The Company accepts the resignations as tendered.


<PAGE>



         2. COMPENSATION AND BENEFITS THROUGH DECEMBER 31, 2003. In exchange for
Mr. Emerson's agreement and adherence to his obligations under this Agreement,
the Company agrees to pay Mr. Emerson his current base salary through December
31, 2003 plus any bonus earned and payable with respect to the fiscal 2003
executive bonus program, minus all applicable and required tax withholdings and
deductions. Mr. Emerson will not be entitled to any bonus for fiscal 2004 or any
part thereof. Otherwise, Mr. Emerson will be entitled to the same benefits
through December 31, 2003 as are currently provided to him.

         3. COMPENSATION AND BENEFITS AFTER DECEMBER 31, 2003.

            (a) Mr. Emerson will remain as a non-executive employee of the
Company with the title "Chief Operating Officer Emeritus" from January 1, 2004
to December 31, 2004, during which time the Company will pay him at the rate of
$15,000 per month, minus all applicable and required tax withholdings and
deductions, payable in accordance with the Company's regular payroll practices.
Mr. Emerson agrees to resign as an employee of the Company effective December
31, 2004. Mr. Emerson will not be eligible for any bonus compensation for
employment in calendar 2004. The Company may terminate Mr. Emerson's employment
prior to January 1, 2005 only for a breach of this Agreement or for "Cause" as
such term is defined in Section 1(f) of the Severance Agreement in the Event of
Change in Control dated January 10, 2000 by and between the Company and Mr.
Emerson (the "Executive Change in Control Agreement"), subject to the notice and
cure provisions set forth in Section 15 of this Agreement.

            (b) During calendar 2004, the Company at its expense will continue
to provide Mr. Emerson medical, dental, group life and disability insurance
consistent with the provision of such benefits to executive employees of the
Company, and shall continue to make matching


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<PAGE>

contributions to his 401(k) account consistent with the match made for the
Company's executive employees. After December 31, 2003, the Company will not
provide Mr. Emerson with supplemental deferred compensation payments, car
allowance, business expense reimbursement, travel expenses except as provided in
the following paragraph, split dollar insurance policy premium payments, or any
other benefit not specifically identified in the preceding sentence. Beginning
January 1, 2004 and continuing thereafter until the earlier of the death of Mr.
Emerson, the termination of Mr. Emerson's employment with the Company prior to
December 31, 2004, or a "Change in Control" of the Company as defined in the
Executive Change in Control Agreement, the Company shall provide Mr. Emerson a
sales and promotion privilege at restaurants owned by the Company, provided that
Mr. Emerson's use of such privilege may not exceed $6,000 in any calendar year.

            (c) During January, 2004, the Company will transfer to Mr. Emerson
the fully vested portion of the split dollar insurance policy on his life which
is now owned by the Company and will pay to Mr. Emerson the entire balance of
his deferred compensation account plus any match due for 2003.

            (d) During calendar 2004, Mr. Emerson agrees to be available, at the
request of the Company and upon reasonable notice, to consult to the Company
about business and operational matters. It is anticipated by both parties that
such consulting services will be provided primarily in Franklin County, Ohio. If
the Company requests such services of Mr. Emerson and the performance of such
services requires that he travel to Franklin County, Ohio to provide such
services, the Company will reimburse all reasonable and necessary travel-related
expenses for business trips made by Mr. Emerson at the request of the Company to
Franklin County, Ohio. The Company will reimburse Mr. Emerson for the reasonable
and necessary



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<PAGE>

expenses of any business trips made by Mr. Emerson at the request of the Company
to any places outside of Franklin County, Ohio. The Company will reimburse Mr.
Emerson for all business expenses reimbursable under this Section 3(d) in
accordance with its regular reimbursement practices for executive employees of
the company.

            (e) Notwithstanding the foregoing, during calendar 2004, without Mr.
Emerson's consent, the Company may not require him to provide consulting
services for more than (i) 24 hours in any calendar week, (ii) 50 hours in any
calendar month, and (iii) 500 hours in the calendar year. In addition, provided
he does so in writing at least a 60 days in advance of any such "no call"
periods, Mr. Emerson may designate a total of 60 days during calendar 2004,
which may be taken in periods not exceeding 30 days in length, as "no call" or
vacation periods, during which the Company shall not call on Mr. Emerson for any
services.

            (f) On or before January 31, 2004, the Company will pay Mr. Emerson
$5,000 as an unrestricted and unaccounted for outplacement services allowance.

            (g) On December 31, 2004, provided that Mr. Emerson remains employed
by the Company to such date, the Company will pay him $20,000.

            (h) Beginning January 1, 2005, Mr. Emerson shall be eligible to
participate in the Company's continuation of group health insurance benefits for
its retirees, at the so-called "retiree rate" so long as the Company is
providing such benefits to its retirees generally. The retiree rate will be a
rate determined in good faith by the Company after consultation with its third
party administrator.

         4. RESTRICTED EMPLOYMENT. While employed by the Company, including the
period between the date of this Agreement and December 31, 2004, Mr. Emerson
will work exclusively for the Company, and may not engage in any outside
employment or business, including but not


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limited to consulting, independent contracting, self-employment, or any other
employment, without first securing the written consent of the Company, which
consent will not be unreasonably withheld.

         5. NON-COMPETITION AND NON-SOLICITATION OF EMPLOYEES. Mr. Emerson
agrees to the following employment and solicitation restrictions, which he
agrees are fair, reasonable, and necessary to protect the interests of the
Company.

                  (a) During his employment with the Company, Mr. Emerson agrees
         not to compete, directly or indirectly, with the Company as a
         principal, agent, consultant, manager, employee, equity owner or
         otherwise for any person or enterprise in the "American Casual"
         restaurant business in the United States, including but not limited to
         the enterprises listed on Exhibit A attached hereto, which list shall
         be by way of example of American Casual restaurants and not exclusive.

                  (b) During his employment with the Company and for a period
         of one year immediately following his termination of employment from
         the Company, Mr. Emerson agrees not to directly or indirectly solicit,
         induce or attempt to solicit or induce any employee, consultant, or
         agent of the Company to stop performing services for the Company for
         any reason whatsoever.  Mr. Emerson is not prohibited from hiring a
         former employee, consultant or agent of the Company, who by their own
         choice decided to terminate employment with the Company prior to
         solicitation by Mr. Emerson.

         6. VESTING OF STOCK OPTIONS.  Mr. Emerson's stock options will
continue to vest by their terms while he is continuously employed by the
Company, and will terminate 30 days after the termination of his employment with
the Company pursuant to the terms of such options.


                                       5
<PAGE>


         7.       RIGHT OF FIRST REFUSAL TO PURCHASE STOCK; RESTRICTION
ON TRANSFER.

                  (a) From the date of this Agreement to December 31, 2005, Mr.
         Emerson grants the Company the right of first refusal to purchase any
         Company common stock owned by Mr. Emerson that he proposes to transfer
         to a third party. Mr. Emerson agrees to give the Company reasonable
         notice of any planned transfer of Company common stock, including the
         name of the proposed transferee and the price and other terms of
         transfer, and the Company will have the right to purchase such stock on
         the same terms. If the Company does not purchase the noticed stock
         within five (5) business days of such notice, Mr. Emerson may transfer
         such stock to the noticed third party at the same or a higher price. If
         Mr. Emerson does not transfer the noticed stock within thirty (30) days
         of his right to do so, Mr. Emerson must again provide notice to the
         Company before making a transfer to another third party and give the
         Company the right of first refusal in accordance with the provisions of
         this paragraph. Notwithstanding the restrictions in this Section 7(a),
         Mr. Emerson may sell up to 10,000 shares of the Company's common stock
         in any 30 day period in public transactions through registered brokers
         without submitting such sales to the Company's right of first refusal.

                  (b) From the date of this Agreement and until December 31,
         2005, Mr. Emerson agrees not to sell Company common stock to any person
         who, together with such person's affiliates, after the consummation of
         said sale will remain or become more than a 10% owner of the Company's
         common stock, without the Company's prior written consent, which
         consent may be denied for any reason.

         8. CHANGE OF CONTROL. If on or before December 31, 2004, there is a
change in control as defined in the Executive Change in Control Agreement while
Mr. Emerson is still


                                       6
<PAGE>

employed by the Company, Mr. Emerson's employment shall be deemed terminated
without cause upon the effective date of the change in control, he shall be
entitled to the benefits provided for in Section 5(c) of the Executive
Agreement, and he shall not thereafter be entitled to any benefits under this
Agreement; provided, however, that the Executive Change in Control Agreement
will terminate upon the earlier of the termination of Mr. Emerson's employment
with the Company, Mr. Emerson's breach of the terms of this Agreement, or
December 31, 2004; provided further, however, that if there is a change in
control of the Company as defined in the Executive Change in Control Agreement
prior to April 1, 2005 but pursuant to a binding agreement made prior to January
1, 2005, Mr. Emerson shall be entitled to receive the benefits provided under
Section 5(c) of the Executive Change in Control Agreement so long as he remained
employed by the Company through December 31, 2004.

         9. CONTINUED DIRECTOR AND OFFICER INSURANCE COVERAGE. Notwithstanding
the provisions of Section 10 below, the Company agrees to indemnify Mr. Emerson
for any claims brought against him in his capacity as an officer, director, or
employee of the Company, pursuant to the terms of the Indemnification Agreement
dated June 18, 1986, by and between the Company and Mr. Emerson. In addition to
the Company's indemnification obligations as set forth in the preceding
sentence, the Company shall purchase director and officer liability insurance
coverage respecting its indemnification of Mr. Emerson, in coverage amounts and
policy terms consistent with its insurance coverage for its executives, covering
any claims brought against Mr. Emerson within the period beginning with the date
of this Agreement and expiring on December 31, 2005.

         10. MR. EMERSON'S RELEASE, WAIVER, AND COVENANT NOT TO SUE. In
consideration of the benefits provided above, the adequacy and sufficiency of
which Mr. Emerson hereby


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expressly acknowledges and all other consideration relating to the same, Mr.
Emerson, as defined in this Agreement, hereby RELEASES, WAIVES, AND FOREVER
DISCHARGES the Company, as defined in this Agreement, from any and every action,
cause of action, complaint, claim, demand, administrative charge, legal right,
compensation, obligation, damages (including exemplary or punitive damages),
benefits (except as set forth herein), liability, cost and/or expense (including
attorney's fees), that he has, may have, or may be entitled to against the
Company, whether legal, equitable, or administrative, whether known or unknown,
which arise directly or indirectly out of, or are related in any way to, Mr.
Emerson's employment and continued employment with and separation from the
Company, and/or which are supported by any other reason, act, or omission,
specified or unspecified, occurring or arising prior to the date of this
Agreement. Mr. Emerson further covenants and agrees not to bring any claim,
suit, charge, or other action against the Company or voluntarily participate in
any such claim, suit, charge, or other action on behalf of others, for any other
reason, act, or omission, specified or unspecified, occurring or arising prior
to the date of this Agreement.

         11. THE COMPANY'S RELEASE, WAIVER, AND COVENANT NOT TO SUE. In
consideration of the benefits provided above, the adequacy and sufficiency of
which the Company hereby expressly acknowledges, and all other consideration
relating to the same, the Company, as defined in this Agreement, hereby
RELEASES, WAIVES, AND FOREVER DISCHARGES Mr. Emerson, as defined in this
Agreement, of and from every action, cause of action, complaint, claim, demand,
administrative charge, legal right, compensation, obligation, damages (including
exemplary or punitive damages), liability, costs, and/or expense (including
attorneys' fees) that the Company has, may have, or may be entitled to against
Mr. Emerson, whether legal, equitable, or administrative, whether known or
unknown, which arise directly or indirectly out


                                       8
<PAGE>

of, or are related in any way to, Mr. Emerson's employment with the Company,
and/or which are supported by any other reason, agreement, act, or omission,
specified or unspecified, occurring, arising, or entered into prior to the date
of this Agreement, and further covenants and agrees not to bring any claim,
suit, or other action against Mr. Emerson based on any other reason, act,
omission, or agreement not expressly incorporated herein, specified or
unspecified, occurring, arising, or entered into prior to the date of this
Agreement.

         12.      CONFIDENTIALITY, NONDISPARAGEMENT, AND NON-ADMISSION OF
LIABILITY.

                  (a) Except in furtherance of the Company's business, Mr.
         Emerson agrees that he will not at any time or in any manner, either
         directly or indirectly, use, misappropriate, divulge, disclose, or
         communicate to any person, entity, or enterprise, in any manner
         whatsoever any internal information concerning any matter affecting or
         relating to the Company's business including, without limitation, any
         operational information or methods, recipes, internal cost or pricing
         information, marketing information, sales information, wage, benefit,
         or personnel information, or any internal techniques or know-how
         concerning the business of the Company, its manner of operation, its
         plans, processes or sales, product, or marketing data (collectively,
         the "Confidential Data"). Mr. Emerson hereby acknowledges and agrees
         that the prohibitions against use or disclosure of Confidential Data
         recited here are in addition to, and not in lieu of, any obligations
         Mr. Emerson may have pursuant to any statutory or common laws of any
         jurisdiction to prevent the unlawful use or disclosure of confidential
         business information or trade secrets. The Company's enforcement of its
         rights and remedies pursuant to this Agreement also shall not be
         construed as a waiver of any other rights or available remedies that
         the Company may possess in law or equity absent this Agreement.


                                       9
<PAGE>

         Notwithstanding the foregoing, the Company acknowledges that Mr.
         Emerson shall be free to use his experience, skills and expertise in
         the restaurant business in the future, and that the Company shall not
         take the position that the mere fact of Mr. Emerson's employment by a
         competitor (except during the restricted periods described in Sections
         4 and 5 of this Agreement) would inevitably or necessarily involve a
         violation of the foregoing covenants by Mr. Emerson respecting
         Confidential Data.

                  (b) The parties agree not to publish any false or disparaging
         statements concerning one another, and further agree to keep the terms
         of this Agreement, and the settlement it embodies, strictly
         confidential. Additionally, the parties agree not to disclose or permit
         disclosure of any information concerning this Agreement to any other
         person, commercial or non-profit entity, and/or any print, radio or
         television news media, including any commercial or non-profit
         newspaper, publication or broadcast, of any kind whatsoever, except:
         (i) as required to do so by court order or by the rules of the
         Securities and Exchange Commission; (ii) as necessary for tax planning
         and/or preparation or to respond to inquiries or audits by a federal,
         state or local taxing authority; (iii) as evidence in any subsequent
         legal proceeding in which either party alleges a breach of this
         Agreement; (iv) to the Company's legal counsel, or (v) to Mr. Emerson's
         legal counsel, with the understanding that he will advise such persons
         to comply with the terms of this paragraph. In addition, Mr. Emerson
         agrees that if he is asked about the status or outcome of his
         separation from the Company, he shall not disclose any dollar amounts
         or any other terms of this Agreement. The Company shall issue a press
         release in substantially the form set forth in Exhibit B attached and
         made a


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<PAGE>

         part hereof through the PR Newswire and any other services used
         to disseminate its quarterly earnings reports.

         13. TIME PERIOD TO CONSIDER AGREEMENT; CONSULTATION WITH COUNSEL. The
parties agree and acknowledge that Mr. Emerson has been advised in writing and
was given twenty-one (21) days within which to consider the terms of this
Agreement. The parties further agree that they have had the opportunity to
discuss the terms of this Agreement with their respective attorneys, that Mr.
Emerson has consulted with counsel throughout the negotiation of this Agreement,
that this Agreement is written in a manner that both parties understand, and
that both parties have fully reviewed with their attorneys the legal claims and
rights that are being released and the obligations of each party under this
Agreement. The parties further acknowledge that they fully and completely
understand and accept the terms of this Agreement and enter into it freely,
voluntarily, and of their own free will.

         14. REVOCATION PERIOD. Mr. Emerson acknowledges that he has been
advised in writing that he may revoke this Agreement within seven (7) days
following his execution of this Agreement. No provision of this Agreement will
be enforceable until after this revocation period has expired.

         15. BREACH/FOR CAUSE TERMINATION. The parties agree and acknowledge
that this Agreement may be used as evidence in any subsequent proceeding in
which either party alleges a breach of this Agreement or asserts claims
inconsistent with its terms. A breach may be declared by either party if and
only if, after written notice to the other party specifying his or its breach,
the other party fails to cure such breach within ten (10) days; provided,
however, that if the notice of breach relates to obligations of Mr. Emerson
under Sections 5, 7 and 12 of this Agreement, he shall have three (3) days to
cure the breach. If the Company believes that


                                       11
<PAGE>

grounds exist for termination of Mr. Emerson for Cause (as defined in the
Executive Change in Control Agreement), the Company shall give written notice to
Mr. Emerson specifying said grounds and may thereafter terminate Mr. Emerson for
Cause if and only if Mr. Emerson fails to cure or remove said grounds within ten
(10) days.

         16.      DAMAGES FOR BREACH OF AGREEMENT

                  (a) Because it would be difficult, if not impossible, to
calculate the actual monetary damages to the Company should Mr. Emerson commit a
violation of the non-competition, non-solicitation, stock transfer and
confidentiality obligations set forth in Sections 5, 7 and 12 of this Agreement,
in addition to any other legal or equitable relief to which the Company may be
entitled, Mr. Emerson agrees that violation of any of such provisions proven in
a court of competent jurisdiction will result in: (i) termination of employment
effective upon the date of the violation, (ii) the forfeiture and repayment to
the Company of the gross amount of any compensation and benefits paid to Mr.
Emerson from the date of such violation, (iii) the forfeiture and payment to the
Company of the gross amount of any gains on the exercise of Company stock
options by Mr. Emerson from the date of such violation, (iv) the cancellation of
all unexercised Company stock options held by Mr. Emerson as of the date of such
violation, and (v) reimbursement of the Company by Mr. Emerson of all reasonable
costs and attorneys' fees incurred in connection with any successful suit
brought to enforce the obligations described in this Agreement.

                  (b) In any action brought by either party to enforce any
provision of this Agreement, the prevailing party shall be entitled to his or
its attorneys' fees.

         17. RETURN OF COMPANY PROPERTY. Mr. Emerson agrees that on or before
December 31, 2004, he will (a) return to the Company all Company documentation,
business records,


                                       12
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computer data, computer discs, and any other Company property that is in his
possession or under his control, and (b) remove his personal belongings and
artwork from his office.

         18. KNOWLEDGE OF RIGHTS. Mr. Emerson acknowledges that he is aware of
his rights under federal, state and local statutory and common law, including
those relating to discrimination, and understands that the consideration being
provided to him herein is expressly conditioned on his waiving all claims
relating, directly or indirectly, to his employment with and separation from the
Company, including, but not limited to, any and all claims under Title VII of
the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the
Age Discrimination in Employment Act, the Older Workers Benefit Protection Act,
the Employee Retirement Income Security Act, and any and all contract, tort, or
common law claims.

         19. GOVERNING LAW. This agreement is entered into in the State of Ohio
and will be construed and interpreted in accordance with the laws of the State
of Ohio.

         20. WAIVER. The waiver by one party of a breach of any provision of
this Agreement by the other party shall not operate or be construed as a waiver
of any subsequent breach of the same or any other provision by the other party.
The failure of a party at any time to require performance of any provision
hereof shall in no manner affect its right at a later time to enforce the same.

         21. SEVERABILITY. The provisions of this agreement are severable, and
if any one or more provisions may be determined to be illegal or otherwise
unenforceable in whole or in part, the remaining provisions, and any partial
enforceable provision to the extent enforceable in any jurisdiction, shall
nevertheless be binding and enforceable. Should any court of competent
jurisdiction determine that the public policy of such jurisdiction requires a
more limited restriction in geographic area, duration, nature of restricted
activity or any other aspect of this



                                       13
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Agreement, it would be in furtherance of the intentions of the parities hereto
for the court to so interpret and construe the terms of this Agreement in the
manner necessary to render the terms enforceable.

         22. NOTICES. For purposes of this Agreement, notices provided for in
the Agreement shall be in writing and shall be deemed to have been duly given
when delivered or two days after being mailed by United States registered mail,
return receipt requested, postage prepaid, addressed in the case of the
Executive, to each of the following:

                           Mark F. Emerson

                           4040 Poste Lane Road

                           Columbus, OH 43026

                  and to

                           Mark F. Emerson

                           11972 S. E. Birkdale Run

                           Tequesta, FL 33469

                  with a copy to:

                           David L. Johnson

                           Taft, Stettinius & Hollister LLP

                           Twelfth Floor

                           21 East State Street

                           Columbus, OH 43215

                  and with a copy by email to:  mark@max-ermas.com



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<PAGE>


and in the case of the Company, to the principal executive offices of the
Company, as follows:

                           Max & Erma's Restaurants, Inc.

                           P.O. Box 297830

                           4849 Evanswood Drive

                           Columbus, OH 43229

                           Attention: President and Chief Executive Officer and

                           Executive Vice President and Chief Financial Officer

                  with a copy to:

                           Curtis A. Loveland

                           Porter, Wright, Morris & Arthur LLP

                           41 South High Street

                           Suite 2800

                           Columbus, OH 43215

or to such other addresses as either party may have furnished to the other in
writing in accordance herewith, except that notices of changes in address shall
be effective only upon receipt.

         23. ENTIRE AGREEMENT. Mr. Emerson and the Company agree and acknowledge
that this Agreement, together with those provisions of other agreements
expressly incorporated into this Agreement by reference, contain and comprise
the entire agreement and understanding between the parties with respect to the
subject matter hereof and that no other representation, promise, covenant or
agreement of any kind whatsoever has been made to cause any party to execute
this Agreement. The parties also agree that the terms of this Agreement shall
not be amended or changed except in writing and signed by both Mr. Emerson and a
duly-authorized



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<PAGE>

agent of the Company. The parties to this Agreement further agree that this
Agreement shall be binding on and inure to the benefit of Mark F. Emerson and
Max & Erma's Restaurants, Inc. as defined and described above in this Agreement.






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         THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ THE FOREGOING CONFIDENTIAL
SEVERANCE AGREEMENT AND RELEASE AND WAIVER OF ALL CLAIMS, FULLY UNDERSTAND IT
AND HAVE VOLUNTARILY SIGNED THIS AGREEMENT ON THE DATE INDICATED, SIGNIFYING
THEREBY THEIR ASSENT TO, AND WILLINGNESS TO BE BOUND BY, ITS TERMS:

October 20, 2003                                    /s/ Mark F. Emerson
        --                                      --------------------------------
                                                        MARK F. EMERSON

STATE OF OHIO              )
                           )  ss:
COUNTY OF Franklin         )

         Before me, a Notary Public in and for said County and State, personally
appeared the above-named Mark F. Emerson, who acknowledged that he did sign the
foregoing instrument, and that the same is his free act and deed.

         IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at
Franklin County, Ohio, this day of October, 2003.

                                            NOTARY PUBLIC


                                            MAX & ERMA'S RESTAURANTS, INC.

October 20, 2003                           By:     /s/ Todd B. Barnum
        --                                    ----------------------------------
                                                       Todd B. Barnum
                                           President and Chief Executive Officer

STATE OF Ohio              )
                           )  ss:
COUNTY OF Franklin         )

         Before me, a Notary Public in and for said County and State, personally
appeared the above-named Max & Erma's Restaurants, Inc. through Todd B. Barnum,
its President and Chief Executive Officer, who acknowledged that he did sign the
foregoing instrument for and on behalf of Max & Erma's Restaurants, Inc., and
that the same is the free act and deed of Max & Erma's Restaurant, Inc., and his
free act and deed as its agent.

         IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at
Franklin County, Ohio, this day of __________, 2003.



                                              ----------------------------------
                                              NOTARY PUBLIC



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