ROADHOUSE GRILL INC
JOINT VENTURE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>g64155ex10-3.txt
<DESCRIPTION>JOINT VENTURE AGREEMENT
<TEXT>

<PAGE>   1
                                                                   EXHIBIT 10.3


                                CREMONINI S.p.A.

                                       AND

                              ROADHOUSE GRILL, INC.

                     --------------------------------------

                             JOINT VENTURE AGREEMENT

                       ----------------------------------

                             ROADHOUSE GRILL EUROPE








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


<PAGE>   2


                                      INDEX

<TABLE>
<CAPTION>

Clauses No.                                                                            Page No.
-----------                                                                            --------
<S>      <C>                                                                            <C>
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

</TABLE>

<PAGE>   3

ANNEXES

1.       Business Plan

2.       Master Development Agreement

3.       Franchise Agreement

4.       Shareholders' Agreement






                                       3
<PAGE>   4

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;





                                       4
<PAGE>   5

(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.





                                       5
<PAGE>   6

         "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.





                                       6
<PAGE>   7

         "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.




                                       7
<PAGE>   8

         "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.




                                       8
<PAGE>   9

         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.




                                       9
<PAGE>   10

         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.




                                       10
<PAGE>   11

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;




                                       11
<PAGE>   12

         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




                                       12
<PAGE>   13

                  right of termination if a condition has not been satisfied by
                  such later date) but in any event not later than October 1,
                  2000.

         THE PARTIES OBLIGATIONS

6.4.     If a Party become aware of a fact or circumstance that might prevent a
         condition referred to above from being satisfied, it shall immediately
         inform the other Party. Each Party shall continue to respond to all
         reasonable requests from the other Party for information on the
         progress of satisfaction of the conditions identified in Clause 6.1.

7.       OPTION TO SUBSCRIBE SHARES AND POST-CLOSING COVENANTS

         SHARES SUBSCRIPTION

7.1.     Each year, and starting from the year 2001 until year 2004 included,
         Roadhouse shall have the option to subscribe/acquire Shares of the JVCO
         in a subscription amount equal to 2% (two percent) of the share capital
         of the JVCO.

         With reference to the year 2002 only, the option to subscribe shares
         shall be for a subscription amount equal to 2.5% (two point five
         percent).

         The value of the shares to be subscribed shall be determined by
         multiplying 7 (seven) times the JVCO EBITDA, deducted a sum equal to
         the total Net Debt of the JVCO, as resulting from the last audited
         financial statements. Each year Roadhouse shall exercise its option by
         sending a written notice to Cremonini and the JVCO pursuant to Clause
         17.1. If Roadhouse will not exercise the option within 90 (ninety) days
         from the receipt of the yearly audited financial statements of the
         JVCO, the option set forth in this Clause 7.1 shall be considered
         automatically terminated for that relevant year, without any further
         right, effect, obligation, or indemnity upon any of the parties. In the
         event that the figure resulting by multiplying 7 (seven) times the JVCO
         EBITDA, deducted the total Net Debt, as resulting from the last audited
         financial statements, is negative, Roadhouse shall acquire/subscribe
         shares at par value.

         YEAR 2000 SUBSCRIPTION

7.2.     Only during the year 2000, Cremonini will transfer to Roadhouse, at par
         value, shares of the JVCO in an amount equal to 1.5% (one point five
         percent) of the JVCO share capital.

         NET DEBT GEARING RATIO

7.3.     Subject to the condition precedent that the Net Debt of the JVCO
         remains below the figure expressed in the 2000/2004 Business Plan
         (gearing ratio




                                       13
<PAGE>   14

         Bx), and subject to the provision set forth in Clause 4.2 of the
         Shareholders' Agreement,. Cremonini warrants to Roadhouse that the
         participation of Roadhouse in the JVCO share capital shall not be
         diluted by any reason, except by written consent by Roadhouse.

7.4.     POST-CLOSING COVENANTS

         7.4.1    Each party shall notify the other party in the event of
                  default and/or potential event of default of any of its
                  covenants or should any of its representation and warrants
                  become, in whole or in part, untrue, incorrect or misleading.

         7.4.2    Each party shall inform the other party of the name of any
                  investor acquiring a participation in excess of 5% (five
                  percent) of the corporate capital.

         7.4.3    Each party shall deliver to the other party a copy of its
                  quarterly semiannual and annual financial statements;
                  PROVIDED, HOWEVER, that if either party ceases to be a
                  reporting company under applicable stock exchange regulations,
                  only annual financial statements will be provided pursuant to
                  this Clause 7.4.3.

         PARTIES' FINANCING

7.5.     The Parties may provide additional financing to the JVCO in accordance
         with terms and conditions to be mutually agreed to.

         ANCILLARY AGREEMENTS

7.6.     Subject o Clause 6.1.6 above, upon incorporation of the JVCO, the
         parties hereto, their relevant Affiliates, the JVCO shall
         simultaneously enter into the Shareholders' Agreement, the Master
         Development Agreement, and the Franchise Agreement attached hereto.

7.7.     The Ancillary Agreements will become effective pursuant to the terms
         thereof, it being understood and agreed that, in the event of any
         conflict or discrepancy between the Uniform Franchise Offering Circular
         referred to in Clause 6.1.6 above and:

         (i)      any of the provisions and/or representations by Roadhouse
                  contained in any of the Ancillary Agreements; or

         (ii)     any of the provisions and/or representations by Roadhouse
                  contained in this Agreement,

         the provisions and representations by Roadhouse contained in the
         Ancillary Agreements and in this Agreement will prevail.





                                       14
<PAGE>   15

         SALES AND MARKETING OF SERVICES IN THE TERRITORY

7.8.     After the Closing Date, the JVCO will conduct its Business, consisting
         of development and opening of new Restaurants, under the Roadhouse
         Grill Trademark in the Territory.

         JVCO EMPLOYEES

7.9.     After the Closing Date, Cremonini and Roadhouse shall determine the
         adequacy of the staffing of the JVCO in light of the budget and
         Business Plan. In this regard the Parties agree to use their reasonable
         endeavors:

         7.9.1    in accommodating requests of the JVCO for the services of
                  employees with specific know-how or other expertise, by hiring
                  or transferring employees on a permanent or temporary basis,
                  as described in the Master Development Agreement;

         7.9.2    in meeting the JVCO's needs in respect of restaurant activity
                  expertise; and

         7.9.3    in meeting the JVCO's needs in respect of management and other
                  expert human resources.

8.       FOREIGN CORRUPT PRACTICES ACT

8.1.     Each of the Parties hereby acknowledges and agrees that certain laws of
         the United States, including the Foreign Corrupt Practices Act, 15
         U.S.C. Article 78dd-1 et seq., prohibit any person subject to the
         jurisdiction of the United States from making or promising to make any
         payments of money or anything of value, directly or indirectly, to any
         government official, political party, or candidate for political office
         for the purpose of obtaining or retaining business. Each of the Parties
         hereby represents and warrants that, in the consummation of the
         transaction contemplated hereby, it has not made, and will not make,
         any such proscribed payment.

8.2.     In the event that any Party, in its performance of its obligation under
         this Agreement or otherwise in connection with the business of
         Cremonini and/or Roadhouse, believes that it will be necessary and
         lawful to make or promise a payment to any governmental official,
         political party or candidate for political office for the furtherance
         of this Agreement or the transactions contemplated hereby, that Party
         shall first discuss the proposed payment with the other Party. If the
         other Party determines that such payment will not violate the Foreign
         Corrupt Practices Act, the other Party shall approve the payment in
         writing; if, on the other hand, the other Party determines that such
         payment could conflict with the Foreign Corrupt Practices Act, the
         other Party shall decline to approve the payment. No Party shall make
         or promise any payment to a governmental official, political party or
         candidate for political office for the furtherance of this Agreement
         without first obtaining




                                       15
<PAGE>   16

         the prior written approval of the other Party and no Party shall make
         or promise any payment which the other Party had declined to approve.

8.3.     In the event of a breach of its obligations hereunder, the breaching
         party shall fully indemnify and hold harmless the non-breaching party
         and its Affiliates, officers, directors, agents and employees against
         any and all claims, losses and liabilities attributable to such breach.

8.4.     Roadhouse understands that the European Union Jurisdictions have
         equivalent laws; any and all obligations referred to U.S. Laws set
         forth in this Clause 8 should be deemed to apply also to any EU laws.

9.       EXCLUSIVITY, RIGHT OF FIRST REFUSAL, NON-COMPETITION, NOTIFICATION

         EXCLUSIVITY-RIGHT OF FIRST REFUSAL

9.1.     Cremonini, Roadhouse and their respective Affiliates shall only engage
         in the Business in the Territory through the JVCO pursuant and subject
         to the terms of the Master Development Agreement.

         NON-COMPETITION

9.2.     In view of the Parties exclusive commitment to doing Business through
         the JVCO, the substantial risks and costs involved in establishing the
         JVCO, the Parties hereby covenant not to compete, and cause their
         respective Affiliates not to compete, with the JVCO (the "Exclusivity
         Requirement") except as otherwise provided herein and as provided in
         the Master Development Agreement.

9.3.     Neither Cremonini, Roadhouse nor any of their respective Affiliates,
         directly or indirectly, as principal or agent, shall engage, except
         through the JVCO, in any of the following activities, or acquire or
         hold a Relevant Equity Interest or take Active Management Participation
         in an entity which engages, within the Territory, in any of the
         following activities:

         9.3.1    engaging (as a shareholder owning, directly or indirectly,
                  more than ten percent (10%) of the outstanding shares or
                  otherwise) in a business similar to the Business; PROVIDED,
                  HOWEVER, that Cremonini will continue to operate and develop
                  restaurants in the Territory, other than steak houses, under
                  several trademarks, which also feature, as part of their menu,
                  the Products;

         9.3.2    making statements or performing any acts which are harmful to
                  the reputation of the JVCO or which may lead any person to
                  cease to deal with JVCO, whether at all or on substantially
                  equivalent terms to those previously offered; or





                                       16
<PAGE>   17

         9.3.3    soliciting the employees of the JVCO, Roadhouse and Cremonini.

         NOTIFICATION

9.4.     Each of the Parties shall notify the other of any acquisition of any
         material interest in an entity that owns a competing business in the
         Territory.

10.      EXECUTION

         DATE AND PLACE OF EXECUTION

10.1.    The Parties shall execute this Agreement at the offices of BBLP Agnoli
         Bernard Zini et al., P.C. offices at 460 Park Avenue, New York, New
         York, or may execute and exchange by facsimile counterparts of this
         Agreement, on July 6, 2000 or such other date as may prove necessary to
         obtain the requisite regulatory approvals. Should this Agreement be
         executed and exchanged by facsimile, the Parties shall also execute
         original counterparts as deemed necessary or advisable.

         SUBMISSION BY THE PARTIES

10.2.    At the Execution Date, the Parties shall deliver to each other:

         10.2.1   all the requisite internal corporate approvals for the
                  consummation of the transaction hereunder; and

         10.2.2   the requisite powers of attorney.

11.      REPRESENTATIONS AND WARRANTIES OF THE PARTIES - INDEMNIFICATION

11.1.    Each Party, on behalf of itself and each of its Affiliates, represents
         and warrants to the other Party, and as from Execution Date also to the
         JVCO that:

         11.1.1   it is a corporation duly organized and validly existing under
                  the laws of the jurisdiction in which it was incorporated:

         11.1.2   it has the requisite power and authority (corporate and other)
                  to own its property and to carry on its business as currently
                  conducted and that it is lawfully empowered to execute and
                  delivery this Agreement and any other agreements contemplated
                  herein to which it is a party and to consummate the
                  transactions contemplated herein;

         11.1.3   the execution and delivery of this Agreement and the
                  agreements contemplated herein have been duly authorized by
                  all requisite corporate action;




                                       17
<PAGE>   18

         11.1.4   this Agreement and all other agreements or obligations
                  undertaken in connection with the transactions contemplated
                  herein constitute or will constitute, following the execution
                  and delivery thereof, the valid and legally binding
                  obligations of such Party or its Affiliates, enforceable
                  against it or its Affiliates in accordance with their
                  respective terms, subject as to enforcement of remedies to
                  applicable bankruptcy, insolvency, reorganization and other
                  laws affecting generally the enforcement of the rights of
                  creditors and subject to the discretionary authority of a
                  court of competent jurisdiction with respect to the granting
                  of a decree ordering specific performance or other equitable
                  remedies;

         11.1.5   the execution, delivery and performance by each Party to this
                  Agreement and the agreements contemplated herein shall not to
                  the best knowledge of such Party and its Affiliates.

                  (a)      violate the provisions of any applicable law,
                           respective articles of incorporation, certificate of
                           incorporation or by-laws/articles of association or
                           other similar documents (each as amended from time to
                           time), or any resolution of its management board or
                           other corporate governing body or of its
                           shareholders, or violate any judgment, decree, order
                           or award of any court, governmental agency or
                           arbitrator applicable to such Party; or

                  (b)      conflict with or result in the breach or termination
                           of any material term or provision of, or constitute a
                           default under, or cause any acceleration under, any
                           license (including operating licenses, permits,
                           concessions, franchises, indentures, mortgages,
                           leases, equipment leases, contracts, deeds of trust)
                           or other instruments or agreements by which such
                           Party is or may be bound; and

         11.1.6   such Party is not precluded by the terms of any contract,
                  agreement or other instrument by which it is bound from
                  entering into this Agreement, or any agreement contemplated
                  herein or from the consummation by such Party of the
                  transactions contemplated herein;

         11.1.7   no consent, approval, order or authorization of, or
                  registration, declaration or filing with, any person or entity
                  is required in connection with the execution, delivery and
                  consummation of this Agreement by such Party, or the
                  agreements contemplated herein, except for the consent or
                  approvals;

         11.1.8   to the best knowledge of such Party, there are no actions,
                  suits, investigations or other proceedings pending or
                  threatened against such Party, no order, judgment or decree of
                  any court or governmental




                                       18
<PAGE>   19

                  agency applicable to such Party or its properties and no facts
                  or circumstances which could reasonably be expected to give
                  rise to a claim, action, suit or proceeding which could
                  materially and adversely affect the JVCO or the transactions
                  contemplated herein; and

         11.1.9   each party shall have fully fulfilled its obligations
                  hereunder.

11.2.    Roadhouse specifically represents and warrants that it owns or will own
         all rights concerning the Marks, including without limitation, the
         trademark and service mark applications already submitted in Europe.
         Roadhouse also represents and warrants that the use of the Marks by the
         JVCO will not infringe or violate or allegedly infringe or violate the
         intellectual property rights of any person or entity. The Parties
         hereby agree that, should any of the registrations of the Marks in
         Europe be denied by the competent authority or should the validity of
         the Marks be successfully challenged by any third party, then they will
         promptly convene in order to agree on amendments or modification of the
         Marks so as to render them valid and enforceable under the pertinent
         jurisdiction. Neither Roadhouse nor any subsidiary of the same owns or
         uses any intellectual property rights pursuant to any license agreement
         or has granted any person or entity any rights, pursuant to any license
         agreement or otherwise, to use the Marks. Roadhouse further represents
         and warrants that the announced lender offer and/or any pending
         negotiation with any third party equity Investor does not or will not
         affect the validity, execution and implementation of this Agreement and
         any Ancillary Agreement.

11.3.    A Party must notify the other Party promptly in writing of any fact,
         matter or circumstances of which it becomes aware and which causes a
         Warranty given by it to be untrue, misleading or breached. A Party may
         terminate this Agreement in the manner and with the consequences set
         out in Clause 13 as appropriate, if on or before the Closing Date, it
         becomes aware that a Warranty given or deemed to be given by the other
         Party is breached or becomes misleading or untrue in each case in any
         material respect.

11.4.    Each party shall indemnify and hold harmless the other party from any
         and all liability, losses, damages (excluding consequent or indirect
         damages and loss of profits) costs and expenses (including reasonable
         counsels' fees and costs of Investigation) in the event of breach of
         any of its representations and warranties and in the event of default
         of any of its covenants.

12.      DURATION

12.1.    This Agreement shall commence on the Execution Date and shall continue
         in force for the entire duration of the JVCO, unless terminated
         pursuant to Clause 13 herein, or unless either Party provides a
         Transfer Notice to the Other Party, in which case such other Party will
         have the right, but not the




                                       19
<PAGE>   20

         obligation, to purchase the notifying Party's interest in the JVCO at a
         price with the mechanism as set forth in Clause 13.

13.      TERMINATION

13.1.    A Party (the "Non-Defaulting Party") may give notice in writing (a
         "Termination Notice", the effect of which is set out below) to the
         other Party (the "Defaulting Party"), where an event specified below
         applies to that other Party, or where specified, to an Affiliate of
         such Party when:

         13.1.1   If the Non-Defaulting Party is Cremonini:

                  (a)      Roadhouse commits a material breach of its
                           obligations hereunder and, if the breach is capable
                           of remedy, fails to remedy the breach within sixty
                           (60) days of being specifically required in writing
                           to do so by Cremonini; or

                  (b)      Roadhouse or one of its Affiliate makes an assignment
                           for the benefit of its creditors generally or fails
                           or is unable to pay its debts generally as they
                           become due but in the case of an Affiliate only if
                           such assignment or failure or inability to pay debts
                           when due might also reasonably be expected to have a
                           material adverse effect on the JVCO; or

                  (c)      any distress, execution, sequestration or other
                           similar process is levied or enforced upon or against
                           any property of Roadhouse or an Affiliate of it and
                           which is not discharged or revoked within sixty (60)
                           days and which might also reasonably be expected to
                           have a material adverse effect on the JVCO; or

                  (d)      an order is made by a court of competent jurisdiction
                           or a resolution is passed for the winding-up,
                           bankruptcy, reorganization or other similar
                           proceedings of Roadhouse or an Affiliate of it, but,
                           in the case of an Affiliate, only if the matters
                           contemplated by this Clause 13 might also reasonably
                           be expected to have a material adverse effect on the
                           JVCO; or

                  (e)      Roadhouse or one of its Affiliates commits a material
                           breach of its obligations under the Master
                           Development Agreement and, if the breach is capable
                           of remedy, fails to remedy the breach within sixty
                           (60) days of being specifically required to do so by
                           Cremonini or the JVCO; or

                  (f)      a competitor of Cremonini becomes the relevant direct
                           or indirect controlling shareholder of Roadhouse
                           ("Controlled Party"). For the purposes of this
                           paragraph, competitor means a company operating in
                           Europe at the time of the merger in the




                                       20
<PAGE>   21

                           following businesses: (i) the beef sector; (ii) food
                           service distribution; (iii) catering; and (iv) any
                           type of commercial restaurant activity.

         13.1.2   If the Non-Defaulting Party is Roadhouse:

                  (a)      Cremonini commits a material breach of its
                           obligations hereunder and, if the breach is capable
                           of remedy, fails to remedy the breach within sixty
                           (60) days of being specifically required in writing
                           to do so by Roadhouse; or

                  (b)      Cremonini or one of its Affiliates makes an
                           assignment for the benefit of its creditors generally
                           or fails or is unable to pay its debts generally as
                           they become due, but in the case of an Affiliate,
                           only if such assignment or failure or inability to
                           pay debts when due might also reasonably be expected
                           to have a material adverse effect on the JVCO; or

                  (c)      Cremonini or one of its Affiliates commits a material
                           breach of its obligations under the Master
                           Development Agreement and, if the breach is capable
                           of remedy, fails to remedy the breach within sixty
                           (60) days of being specifically required to do so by
                           Roadhouse or the JVCO.

                  (d)      Any distress, execution, sequestration or other
                           similar process is levied or enforced upon or against
                           any property of Cremonini or one of its Affiliates
                           and which is not discharged or revoked within sixty
                           (60) days and which might also reasonably be expected
                           to have a material adverse effect on the JVCO; or

                  (e)      An order is made by a court of competent jurisdiction
                           or a resolution is passed for the winding-up,
                           bankruptcy, reorganization or other similar
                           proceedings of Cremonini or one of its Affiliates,
                           but in the case of an Affiliate, only if the matters
                           contemplated by this Clause 13 might also reasonably
                           be expected to have a material adverse effect on the
                           JVCO.

                  (f)      a competitor of Roadhouse becomes the relevant direct
                           or indirect controlling shareholder of Cremonini
                           ("Controlled Party"). For the purposes of this
                           paragraph, a competitor means a company operating in
                           Europe at the time of the merger in the following
                           businesses of: (i) the beef sector; (ii) food service
                           distribution; (iii) catering; and (iv) any type of
                           commercial restaurant activity.

13.2.    The service of a Termination Notice shall give the Non-Defaulting Party
         serving the Termination Notice the following rights:




                                       21
<PAGE>   22

         13.2.1   if Roadhouse is the Defaulting Party and Cremonini serves a
                  Termination Notice, Cremonini shall have the option to buy all
                  of Roadhouse's Shares and it shall be the obligation of
                  Roadhouse to sell such shares to Cremonini. If required to do
                  so by Cremonini in accordance with this Clause 13; or

         13.2.2   if Cremonini is the Defaulting Party and Roadhouse serves a
                  Termination Notice, Roadhouse shall have the option to buy all
                  of Cremonini's Shares and it shall be the obligation of
                  Cremonini to sell such shares to Roadhouse, if required to do
                  so by Roadhouse in accordance with this Clause 13.

                  (in either case, these Shares are referred to as the "Sale
                  Shares").

13.3.    The Price for the Sale Shares shall be equal to a percentage of the
         JVCO's capital represented by the Sale Share of an amount resulting by
         multiplying 22 times the EBIT of the JVCO for the year preceding the
         year in which the Notice of Termination is served.

13.4.    Within ninety (90) days of the determination of fair value of the Sale
         Shares as per Clause 13.3 above, the Non-Defaulting Party who serves
         the Termination Notice shall elect by written notice to the other Party
         whether to respectively exercise its option pursuant to Clause 13.2.1
         or 13.2.2, as the case may be, to buy the Sale Shares. If no election
         is made within the stipulated 90 (ninety) days, then the rights arising
         under the Termination Notice pursuant to Clause 13.2.1 or 13.2.2, as
         the case may be, shall lapse in relation to that Termination Notice.

13.5.    Once an election is made to exercise the option in accordance with
         Clause 13.4, the Defaulting Party shall be bound to transfer the Sale
         Shares against tender of the price determined in accordance with Clause
         13.3. The date on which such an election is made is the "Binding Date."

13.6.    Within [30 (thirty)] days of the Binding Date, the Defaulting Party
         shall (i) execute the necessary instruments of transfer of the Sale
         Shares in favor of the Non-Defaulting Party and pay to the Defaulting
         Party the purchase price for the Sale Shares, determined in accordance
         with Clause 13.3. The instruments of transfer shall be executed against
         payment in full of the price for all of the Sale Shares and the Parties
         shall procure that the CEO will enter the Non-Defaulting Party's name
         in the register of members of the JVCO as the new holder of the Sale
         Shares.

13.7.    Unless terminated earlier pursuant to Clause 13, the JVCO shall not
         otherwise be terminable by either Party and any judicial right of
         dissolution or similar right with respect to the JVCO shall be waived
         to the fullest extent permissible under applicable law.




                                       22
<PAGE>   23

         PUT AND CALL OPTION - RIGHT TO RE-PURCHASE

13.8.    Subject to the condition precedent set forth in Clause 13.10 below,
         Roadhouse and Cremonini grant, respectively, to each other a right of
         put and call option on the 8% (eight percent) participation acquired by
         Roadhouse in the JVCO share capital at the end of year 2004. Within
         thirty (30) days from the approval, by the Board of Directors of the
         JVCO of the annual financial statements as of December 31, 2004 (which
         will occur, approximately, by April 30, 2005), Roadhouse and Cremonini
         shall have the right to respectively exercise the put and call option
         related to the transfer to Cremonini of the eight % (eight percent) of
         the share capital of the JVCO owned by Roadhouse, by sending to the
         other party a written notice pursuant to Clause 17.1 below. The
         exercise price shall be determined by multiplying 7 (seven) times the
         EBITDA of the JVCO, deducted the total Net Debts as evidenced in the
         audited financial statements as of December 31, 2004. Transfer shall
         occur within ninety (90) days from the receipt by the other party of
         the notice of exercise of the option.

13.9.    Subject to the condition precedent set forth in Clause 13.10 below,
         Cremonini shall have an obligation to re-purchase the shareholding,
         equal to 2% (two percent) of the JVCO share capital, subscribed by
         Roadhouse in the course of the year 2004 pursuant to Clause 7 above.
         Cremonini shall send a written notice in that respect to Roadhouse,
         pursuant to Clause 17.1 below, within fifteen (15) days from the
         approval of the financial statements as of December 31, 2005 (which
         will occur approximately by April 30, 2006). The price of the shares
         shall be calculated by multiplying 7 (seven) times the EBITDA of the
         JVCO, deducted Net Debts, as evidenced in the audited financial
         statements as at December 31, 2005. Transfer shall occur within ninety
         (90) days from the receipt, by the other party, of the notice of
         exercise of the option.

13.10.   The exercise of the put and call options referred to in Clause 13.8 and
         the obligation of Cremonini to repurchase the 2% (two percent)
         participation of Roadhouse, as set forth in Clause 13.9 above, are
         subject to the condition precedent of the achievement by the JVCO of an
         EBITDA equal to at least ITL 35,000,000,000 (Thirty-Five Billion) (the
         "Threshold").

         In the event that such figure is reached by the JVCO before the year
         2004, the parties shall have the right to exercise the put and call
         options referred to in Clause 13.8 above starting from April 30, 2005.

         The right of Cremonini to repurchase two percent (2%) of the JVCO share
         capital, as referred to in Clause 13.9 above, shall be exercised
         starting as of April 30, 2006.

         In the event that the figure 35,000,000,000 (Thirty-Five Billion)
         EBITDA is not reached in the year 2004, the exercise of the put and
         call options and




                                       23
<PAGE>   24

         the right to repurchase shall be postponed until the approval of a year
         and audited financial statement of the JVCO evidencing such figure.

13.11.   It is further agreed that, if the Threshold is not achieved by January
         1, 2007, Cremonini, at Roadhouse's request, shall be obligated to
         repurchase Roadhouse's Shares at its costs for the same. Should
         Roadhouse elect not to put its Shares to Cremonini pursuant to this
         Clause 13.11, such Shares shall continue to be subject to the put and
         call option set forth in Clauses 13.8 and 13.9 above, it being
         understood and agreed that reference to financial statements in Clauses
         13.8 and 13.9 above shall be deemed to be the most recent annual
         financial statements preceding the year of exercise of such put and
         call option.

14.      SURVIVAL

14.1.    The obligations contained herein that would by their nature or the
         context in which they are used herein continue beyond the termination
         of this Agreement (including without limitation all accrued and unpaid
         obligations arising hereunder), shall survive termination of this
         Agreement and/or the dissolution of the JVCO, and shall continue to
         apply to any Party, the JVCO and their respective Affiliates after they
         cease to be a party to this Agreement or any agreements contemplated
         herein.

14.2.    Notwithstanding anything to the contrary contained in this Agreement,
         all of the representations and warranties set forth in Clause 11 shall
         survive the execution and performance of this Agreement and the
         relevant Ancillary Agreements for a period of five (5) years.

15.      CONFIDENTIALITY

15.1.    During the term of this Agreement and after termination or expiration
         of this Agreement for any reason whatsoever the Receiving Party (as
         defined in Clause 15.5 below) shall:

         15.1.1   keep the Confidential Information (as defined in Clause 15.5
                  below) confidential and make every effort to prevent the use
                  or disclosure of Confidential Information;

         15.1.2   not disclose the Confidential Information to any other Person
                  other than with the prior written consent of the Disclosing
                  Party or in accordance with this Agreement; and

         15.1.3   not use the Confidential Information for any purpose other
                  than for the purposes of its own reporting requirements or the
                  performance of its obligations hereunder.

15.2.    The Receiving Party may disclose the Confidential Information to its
         directors, other officers, employees, lawyers and accountants and those
         of its




                                       24
<PAGE>   25

         Affiliates (the "Recipient") to the extent that it is necessary for the
         purposes of this Agreement and its own or their own reporting
         requirements.

15.3.    The Receiving Party shall ensure that each Recipient is made aware of
         and complies with all the Receiving Party's obligations of
         confidentiality hereunder as if the Recipient was a Party to this
         Agreement.

15.4.    The obligations contained in Clauses 15.1, 15.2 and 15.3 shall not
         apply to any Confidential Information which:

         15.4.1   at the date of this Agreement or at any time after the date of
                  this Agreement comes into the public domain other than through
                  breach of this Agreement by the Receiving Party or any
                  Recipient; or

         15.4.2   can be shown by the Receiving Party to the reasonable
                  satisfaction of the Disclosing Party to have been known to the
                  Receiving Party prior to it being disclosed by the Disclosing
                  Party to the Receiving Party other than through breach of this
                  Agreement by the Receiving Party or any Recipient; or

         15.4.3   is required to be disclosed by law, by a rule or regulation of
                  a stock exchange or by a governmental or regulatory authority.

15.5.    For purposes of the above provisions of this Clause 15, "Confidential
         Information" means all information disclosed (whether in writing,
         verbally or by any other means and whether directly or indirectly) by
         one of the Parties of the JVCO (each a "Disclosing Party") to any other
         Party (the "Receiving Party") whether before or after the date of this
         Agreement including, without limitation, information relating to the
         Disclosing Party's operations, processes, plans or intentions, product
         information, know-how, design rights, trade secrets, market
         opportunities and business affairs.

15.6.    If a Party is permitted to sell or offer its Shares to a third-party in
         accordance with the terms of this Agreement, such Party may request
         that the Board permit such disclosure of confidential information of
         the JVCO as is reasonable for a third-party to evaluate the purchase of
         the Shares, subject to the terms of a confidentiality agreement to be
         entered into by the third-party. The Board shall respond favorably to
         reasonable requests, but any disclosure shall be made by the JVCO on
         the authority of the Board.

15.7.    This Clause 15 survives termination of this Agreement and shall bind a
         Party after it has ceased to be treated as a Party to this Agreement.




                                       25
<PAGE>   26
16.      MISCELLANEOUS

         PUBLIC RELATION

16.1.    Under no circumstances whatsoever will the JVCO be entitled to present
         itself as an authorized representative of either Party. The JVCO will
         address public relations issues reflective of its specific Business.

         ASSIGNMENT AND SUBCONTRACTING

16.2.    Except as expressly permitted herein, a Party may not assign or
         transfer or purport to assign or transfer a right or obligation
         hereunder without having first obtained the other Party's written
         consent, which consent may be given or withheld in the absolute
         discretion of the Party required to give such consent. Any purported
         assignment or transfer not made in accordance with this Clause 16.2
         shall be void. Notwithstanding the foregoing, each party shall have the
         right to assign or transfer any or all parts of its rights and
         obligations under this Agreement, without any prior consent of the
         other party, provided that the assignment or transfer is done to the
         benefit of other party, provided that the assignment or transfer is
         done to the benefit of other company belonging to the same group, or to
         any company which is formed as a result of a merger, amalgamation or
         consolidation, provided that it is not a Direct Competitor.

16.3.    Except as expressly permitted herein, a Party may not subcontract the
         performance of any of its obligations hereunder.

         WAIVER OF RIGHTS/COMPROMISE

16.4.    The failure to exercise or delay in exercising a right or remedy
         provided by this Agreement or by law does not constitute a waiver of
         the right or remedy or a waiver of any other rights or remedies. No
         single or partial exercise of any right or remedy provided by this
         Agreement or by law prevents further exercise of the right or remedy or
         the exercise of any other right or remedy.

16.5.    Save as provided in this Agreement the rights and remedies contained in
         this Agreement are cumulative and not exclusive of any rights or
         remedies provided by law.

         FURTHER ASSURANCES

16.6.    Each Party shall exercise all voting rights and other powers of control
         available to it in relation to the JVCO so as to cause (to the extent
         possible) that at all times during the term of the Agreement the
         provisions of this Agreement to be duly and promptly observed and given
         full force and effect accordingly to its spirit and intention.




                                       26
<PAGE>   27

16.7.    If there is any conflict or inconsistency between the provisions of
         this Agreement and the By-Laws/Articles of Association, this Agreement
         shall prevail as between the Parties and they shall, whenever
         necessary, exercise all voting and other rights and powers available to
         them to procure the amendment of the By-Laws/Articles of Association to
         the extent necessary to permit the JVCO and its affairs to be
         administered as provided in this Agreement.

         ENTIRE AGREEMENT

16.8.    This Agreement (together with all agreements and documents referred to
         in this Agreement including the Shareholder's Agreement) constitutes
         the entire agreement, and supersedes any previous agreement or
         understanding between the Parties relating to the subject matter of
         this Agreement.

16.9.    Each of the Parties acknowledges that it is not relying on any
         statements, warranties or representations given or made by any of them
         in relation to the subject matter hereof, save those expressly set out
         in this Agreement (together with all agreements and documents referred
         to in this Agreement), and that it shall have no rights or remedies
         with respect to such subject matter other than under this Agreement
         (together with all agreements and documents referred to in this
         Agreement) save to the extent that they arise out of the fraud or
         fraudulent misrepresentation of any Party.

16.10.   The invalidity, illegality or unenforceability of a provision of this
         Agreement does not affect or impair the continuation in force of the
         remainder of this Agreement.

         AMENDMENTS

16.11.   A variation of this Agreement is valid only if it is in writing and
         signed by or on behalf of both Parties.

         NO PARTNERSHIP

16.12.   No provision of this Agreement creates a partnership between the
         Parties or any of them or (save as expressly provided in this
         Agreement) makes a Party the agent of another Party for any purpose.
         Subject to any express provisions of this Agreement, a Party has no
         authority or power to bind, to contract in the name of, or to create a
         liability for any other Party in any ay or for any purpose.

         COSTS

16.13.   Except as otherwise expressly provided in this Agreement each Party
         shall pay it sown costs and expenses of and incidental to the
         negotiation, preparation, execution and implementation by it of this
         Agreement and of all other documents referred to in it. For the
         avoidance of doubt, this Clause




                                       27
<PAGE>   28

         16.13 survives termination of this Agreement and shall bind a Party
         after it has ceased to be or to be treated as a Party to this
         Agreement.

         COUNTERPARTS

16.14.   This Agreement may be executed in any number of counterparts each of
         which when executed and delivered shall be an original, but all the
         counterparts together shall constitute one and the same document.

         ANNOUNCEMENTS

16.15.   Subject except as expressly contemplated in this Agreement or any other
         agreement between the Parties, no Party shall, and each Party shall
         ensure that no Affiliate of it shall, make or send a public
         announcement, communication or circular concerning the transactions
         referred to in this Agreement unless it has first obtained the other
         Party's written consent (which consent shall not be unreasonably
         withheld or delayed).

16.16.   Clause 16.15 does not apply to a public announcement, communication or
         circular if it is required by law, a regulation or the rules of a stock
         exchange or any other regulatory authority.

16.17.   For the avoidance of doubt, Clauses 16.15 and 16.16 survive the
         termination of this Agreement and shall bind a Party after it has
         ceased to be or to be treated as a Party to this Agreement.

         BENEFIT OF THIS AGREEMENT

16.18.   This Agreement shall be binding upon and inure to the benefit of each
         Party hereto and its or any subsequent successors, permitted
         transferees and permitted assigns.

         ANCILLARY AGREEMENTS

16.19.   The Parties agree that the agreed form Ancillary Agreements incorporate
         by reference several provisions of this Agreement without setting them
         out fully in the text of this Agreement. The Parties agree that, before
         they are signed, the Ancillary Agreements shall include so far as
         practicable the provisions of this Agreement as so incorporated by
         reference in a manner that the JVCO will not need to record this
         Agreement among its deeds.

17.      NOTICES AND COMMUNICATION

17.1.    All notices and other communications provided for hereunder shall,
         unless otherwise stated herein, be given in writing (including where
         sent by overnight mail, or facsimile or telex transmission or
         delivered) to each Party at its address or facsimile or telex number
         set out under its name on the execution pages of this Agreement or at
         such other address as may be




                                       28
<PAGE>   29

         designated by such Party in a written notice to the other Party and
         confirmed by registered mail. All such notices and communications will
         be effective when received in the case of hand or overnight delivery or
         registered mail or, in the case of notice by facsimile transmission
         when telexed against receipt of answerback, or in the case of notice by
         facsimile transmission when a satisfactory transmission receipt is
         received by the sender and an acknowledgement of receipt is received by
         the sender from the recipient.

                           If to Cremonini:

                           Cremonini S p.A.

                           Via Modena, 53

                           Castelvetro di Modena (Modena)

                           Fax:     +39-059-754-899

                           Attn:    Mr. Valentino Fabbian

                                    Director, Head of Restaurant Division

                           With a copy to:

                           BBLP Pavia e Ansaldo et al.

                           460 Park Avenue

                           21st Floor

                           New York, New York  10022

                           Fax:     001-212-980-1453

                                    +39-02-6338-2807

                           Attn:    Gian Paolo Zini, Esq.

                                    Simonetta Andrioli, Esq.

                                    Gianluigi Esposito, Esq.






                                       29
<PAGE>   30
                           If to Roadhouse:

                           Roadhouse Grill, Inc.,

                           2703-A Gateway Drive

                           33069 Pompano Beach

                           Florida USA

                           Fax:     +1-954-957-2503

                           Attn:    Ayman Sabi

                                    President and CEO

                           If to the JVCO:

                           Roadhouse Grill Europe at the address to be
                           subsequently provided

                           With a copy to:

                           BBLP Pavia e Ansaldo

                           Via dell'Annunciata 7

                           20121 Milano (Italy)

                           Fax:     +39-02-6338-2807

                           Attn:    Gian Paolo Zini, Esq.

                                    Simonetta Andrioli, Esq.

                                    Gianluigi Esposito, Esq.

         Failure to send coy of any notice to the counsels of the Parties shall
invalidate such notice.

18.      GOVERNING LAW AND ARBITRATION

18.1.    This Agreement is governed by, and shall be construed in accordance
         with the laws of Italy.




                                       30
<PAGE>   31

18.2.    Any dispute arising between the parties in connection with the
         validity, termination, interpretation or implementation of this
         Agreement which cannot be resolved by amicable settlement shall be
         submitted to the decision of a Panel of three (3) Arbitrators, which
         shall decide pursuant to the Rules of Conciliation and Arbitration of
         the International Chamber of Commerce.

18.3.    The party wishing to submit to arbitration shall appoint its Arbitrator
         and notify the other party of this appointment.

18.4.    Within fifteen (15) days of receipt of this notice, the other party
         shall appoint its Arbitrator and shall notify the first party of its
         appointment.

18.5.    Within fifteen (15) days of the appointment of the second Arbitrator,
         the two Arbitrators so appointed shall agree, within the following
         twenty (20) days, upon the appointment of a third Arbitrator.

18.6.    if no agreement can be reached, the Arbitrator shall be appointed, upon
         application made by the most diligent Party, according to the Rules of
         the International Chamber of Commerce.

18.7.    Similarly, if the party to whom the appointment of an Arbitrator has
         been notified does not, in turn, appoint its Arbitrator, said
         Arbitrator shall be appointed together with the third Arbitrator in
         accordance with the Rules of the International Chamber of Commerce that
         shall be applied for the substitution of any Arbitrator who dies or
         resigns who will also provide for the substitution of any Arbitrator
         who dies or resigns.

         Arbitration shall be conducted in the English language and shall take
         place in Milan, Italy.



                         [Signatures on following page]





                                       31
<PAGE>   32
     IN WITNESS WHEREOF, the Parties hereto have executed this Agreement in
              counterparts on the first day and year above written.



CREMONINI S. P. A.                          ROADHOUSE GRILL, INC.



By: /s/ Valentino Fabbian                   By: /s/ Ayman Sabi
    ---------------------------------           --------------------------------
Name:  Valentino Fabbian                    Name:  Ayman Sabi

Title: Director, head of Restaurant         Title: President and CEO
Division


Date: July 6, 2000                          Date: July 6, 2000







                                       32
</TEXT>
</DOCUMENT>
