DELIVERY DINE AND RESTAURANT AGREEMENT

This Agreement is entered into as of the _____day of _________, 20____, by and between
Delivery Dine,LLC - DBA: DeliveryDine.com ("Deliverer"),

and __________________________________________________________________ ("Restaurant").

WHEREAS, Deliverer has developed a centralized ordering system whereby the general
public may order food items from a variety of restaurants for pickup or delivery (the "Network");

WHEREAS, Restaurant desires to enroll one or more of the restaurants from the Concept
(collectively, the "Restaurants") in the Network and to engage Deliverer as a meal delivery service
provider for the Restaurants; and

WHEREAS, Deliverer desires to include the Restaurants in the Network and to offer for sale
food and non-alcoholic beverage items (collectively, the "Food") from the various menus used by the
Concept (as modified from time to time, the "Menus").

NOW, THEREFORE, in consideration of good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, and in further consideration of the mutual agreements
herein contained, Deliverer and Restaurant do hereby agree as follows:

1. The Restaurants described on Exhibit A, shall constitute the Restaurants. Deliverer will have a
web based ordering system to receive and record food orders from customers Twenty-four (24)
hours per day and seven (7) days per week. Pickup orders will be available during regular
business hours of the Restaurant. Deliverer will offer delivery:
Monday – Friday 7:00am to 9:30pm
Saturday – Sunday 11:00am to 9:30pm

2. Upon receipt of an order from a customer for Food from the Concept, Deliverer shall promptly
transmit such order via facsimile or Electronic Mail (collectively the “order”) to the
participating Restaurant located closest to the customer. The Restaurants shall accept orders
for Food from Deliverer and prepare Food in accordance with such order. At a time set forth
by Deliverer in such facsimile or electronic transmission, but in no event earlier than Twenty
(20) minutes from the time of the Restaurant’s receipt of the order, Deliverer agrees to send a
delivery person, or the customer, with a motor vehicle to accept delivery of the Food from the
applicable Restaurant. The Food shall be packed by the Restaurant in containers typically
used by the Restaurant for take-out orders. Restaurant and Deliverer agree that in order to pick
up the Food, the delivery person or the customer acting for Deliverer must (a) present
identification reasonably acceptable to Restaurant identifying such delivery person or
customer as a representative of Deliverer and (b) sign a receipt for all Food received. The
purchase of such Food from the Restaurant shall be deemed to have occurred at the time of
delivery of the Food by Restaurant to the delivery person (with the intent of resale by
Deliverer to the public at retail) or when the order is picked up by the customer Provided that
the Restaurant complies with the provisions set forth in this Paragraph 2, Deliverer agrees to
indemnify and hold the Restaurant harmless from and against all losses, damages, liabilities,
and claims arising or resulting from the use by the public of the Deliverer’s services.

3. On a weekly basis Deliverer shall deliver to the address below a statement of all sales made by
each Restaurant within to the Network during the preceding weekly period (the “Reporting
Period Monday thru Sunday”) together with a check for 70% of all Food sales. Along with
the total taxable amount of sales for Restaurants food. The food is to be treated as ‘taxable’.
Deliverer will pay Restaurant the taxable amount for the orders. This makes it the
responsibility for the appropriate sales tax to the proper city, county and state
municipalities, based upon food delivery location. (Allows restaurant to pay sales taxes)
Furthermore Deliverer of Food prepared by the Restaurants within the Network for such
reporting period. Unless Deliverer is entitled a Minus, of any additional, mutually agreed
upon, fees. All payments and statements shall be due and payable within ten (10) business
days after the end of each Reporting Period. If, within five (5) business days after due,
Deliverer fails to make payment of all sums due for sales made by Deliverer during the
applicable Reporting Period, at Restaurant option, Deliverer agrees to pay interest on the
amounts due to Restaurant equal to the lesser of one and one-half percent (1.5%) per month or
the maximum legally permissible amount. In the event a check for payment under this
Paragraph 3 is returned, Deliverer agrees to pay a $25.00 fee for each returned check.

Form Date: June 10, 2007 1

Address for Statements and Payments

__________________________________
__________________________________
__________________________________

4. This Agreement contains the entire agreement between the parties relating to the rights herein
granted and the obligations herein assumed. Any oral representations or modifications
concerning this Agreement shall be of no force and effect excepting a subsequent modification
in writing signed by all parties hereto.

5. This Agreement shall be binding for a period of six (6) months after the date first above
written. Notwithstanding the foregoing, this Agreement may be terminated (a) by mutual
consent of both parties or (b) upon the insolvency, cessation of business operations, or
bankruptcy of either party. This Agreement shall automatically renew for consecutive one (1)
month periods after the end of the initial six (6) month term, unless terminated upon thirty (30)
days' written notice by either party to the other, with or without cause. Deliverer agrees that
any sales by Deliverer pursuant to the Network prior to the date of termination shall be paid by
Deliverer in accordance with Paragraph 3 hereof.. Notwithstanding anything in this Paragraph
5 to the contrary, this Agreement may be terminated upon ten (10) days' written notice by
either party to the other, with cause having been shown.

6. Any notice or other instrument required or permitted to be given or delivered under this
Agreement shall be deemed to be given and delivered whether actually received or not two (2)
days after being deposited in the United States Mail, postage prepaid, addressed as follows:

If to Restaurants: Address:
__________________________
__________________________
__________________________ [

If to Deliverer: DeliveryDine,LLC
PO Box 7066
Phoenix, Az 85014
Attn: Eric Carpenter

Each party agrees to provide to the other party written notice in the event of a change of address or
change in ownership.

7. Deliverer agrees that it shall require each of its delivery persons to hold a valid drivers license
and to carry automobile property damage and public liability insurance in amounts not less
than those required under the laws of the state in which each Restaurant is located.
Furthermore, Deliverer agrees that at all times during this Agreement, none of its delivery
persons shall have (i) no more than two moving violations in a thirty-six (36) month period
and only one at fault accident, and (ii) no major traffic citations or incidents. For the purpose
of this Agreement, “major traffic citations or incidents” are as follows: driving under the
influence, driving while impaired, driving in possession of alcohol or drugs, refusal to submit
to a blood, urine or breath test, driving with a suspended or revoked license, a felony in which
a vehicle is used (i.e. vehicular manslaughter, vehicular homicide, vehicular assault, hit and
run, eluding a peace officer), reckless driving, careless driving, and driving over 100 miles per
hour, in a speed contest and/or racing.

8. If Deliverer’s delivery persons are employees of Deliverer (as distinguished from independent
contractors), then Deliverer shall carry commercial general liability, automobile liability,
umbrella liability and worker’s compensation coverage. Deliverer shall provide a certificate of
insurance reflecting such coverages to the Restaurant upon request. In any event, Deliverer
agrees to indemnify and hold harmless the Restaurant against any losses, claims, damages,
liabilities or expenses (including the reasonable cost of investigating and defending any claims
therefore and counsel fees incurred in connection therewith), joint or several, suffered or
incurred by the Restaurant by reason of any injury to person or damage to property caused by
the negligence or misconduct of Deliverer, its employees, agents, or independent contractors,
arising or resulting from the handling and delivery of the Food. Restaurant agrees to
indemnify and hold harmless Deliverer against any losses, claims, damages, liabilities or

Form Date: June 10, 2007 2

 expenses (including the reasonable cost of investigating and defending any claims therefore
and counsel fees incurred in connection therewith), joint or several, suffered or incurred by
Deliverer by reason of any injury to person or damage to property caused by the negligence or
misconduct of the Restaurant arising or resulting from the preparation of the Food by the
Restaurant.

9. The relationship between the Restaurant and Deliverer is solely for the purposes and to the
extent set forth in this Agreement and the relationship of Deliverer to the Restaurant shall be
that of an independent contractor. Deliverer does not, in any way or for any purpose, become
a partner of the Restaurant in the conduct of the Restaurant business, or otherwise, nor a joint
venturer nor member of a joint enterprise with the Restaurant. Any agreements made by
Deliverer with delivery persons shall provide that such delivery persons are employees or
independent contractors of Deliverer and are to be paid by Deliverer alone, and that in hiring
such delivery persons, Deliverer is acting individually and not as agent or attorney for the
Restaurant. Deliverer shall have no authority, expressed or implied, to act as an agent of the
Restaurant.

10. During the term of this Agreement, Deliverer shall advertise and promote its delivery and
pickup. Such advertising and promotion may include the production and distribution of a
delivery and pickup menu on the website that will include the Menu, as well as menus of other
participating restaurants. During the term of this Agreement, Deliverer may only use the
Restaurant trademarks and the Menu in literature or other documentation distributed by
Deliverer to prospective customers. Notwithstanding the foregoing, however, Deliverer agrees
that no literature containing any of the Restaurant trademarks or any Menu used by the
Concept will be distributed by Deliverer until such literature has been submitted to the
Restaurant for review and approval, which approval must be in writing and may be granted or
withheld at the sole and absolute discretion of the Restaurant. Furthermore, all advertising and
promotional material containing any of the Restaurant trademarks or Menu shall disclose the
fact that Deliverer is not a partner or joint venturer of the Restaurant and that the Restaurant
has no involvement with the operation of Deliverer. Any changes to the Menu or the prices of
the Food on the Menu shall not be binding on Deliverer until ten (10) days after receipt of such
Menu or price changes from the Restaurant to Deliverer. Deliverer is expressly prohibited
from modifying, revising or otherwise amending the Menu without prior written consent from
the Restaurant.

11. Deliverer shall be responsible for handling and responding to any and all customer requests
and complaints. Deliverer shall further be responsible for making restitution to customers for
any errors in orders, problems in food preparation, incorrect orders arising from Deliverer's
failure to properly transmit an order, or problems in the delivery of a customer order. The
Restaurant shall reimburse Deliverer for all restitution paid to customers, provided that such
restitution was reasonably necessary due to the negligence of the Restaurant in the preparation
of a customer order. At the Restaurant’s request, Deliverer shall provide a summary of any
such matters. If the order is for pickup, at the Deliverer’s request, the Restaurant shall provide
a summary of any such matters.

12. Time is of the essence with respect to each provision of this Agreement. Failure on the part of
any part hereto to complain of any act or failure to act of the other party, or to declare the other
party in default hereunder, regardless of how long such failure continues, shall not constitute a
waiver of the rights of such party hereunder. If an action is begun, or a collection agency
and/or a lawyer is retained by the Restaurant, to enforce this Agreement or to collect any sums
due as provided in this Agreement or to collect money damages for breach of this Agreement,
against Deliverer, the Restaurant shall be entitled to collect from Deliverer reimbursement for
the cost of collection, including, without limitation, any fees charged by such collection
agency, and the reasonable actual out-of-pocket fees of lawyers and court costs incurred in
connection with such action or retention.

13. As it relates to the posting of a website advertising its business and lists the subjects
restaurant(s) as a food provider on such website the Deliverer agrees to the following
guidelines: (i) to distinguish the restaurant’s trademark within text, using all CAPITALS,
italics, or color; (ii) to avoid distorting the trademark; (iii) to not alter the graphic design or the
color; and (iv) to always use the proper registration symbol ®. The permission granted herein
is limited solely for use by Deliverer in connection with services provided pursuant to this
Agreement. The Restaurant may revoke this authorization at any time in its sole discretion.
No waiver, estoppel or course the Restaurant of dealing is to be implied or construed from this
Agreement.

14. This Agreement shall be governed by the laws of the State of Arizona and shall bind and inure
to the benefit of the respective parties, their personal representatives, successors, and assigns.

Form Date: June 10, 2007 3

 This Agreement shall supersede and replace any and all prior agreements entered into or
otherwise agreed to between the parties.

IN WITNESS WHEREOF, this Agreement is entered into as of the date first set forth above.

Deliverer:

Delivery Dine,LLC
an Arizona Corporation

By: Eric B. Carpenter

__________________________
Its: President

Restaurant:

__________________________
a _________________________

By: ______________________

__________________________
Its:_______________________

Form Date: June 10, 2007 4

 EXHIBIT A

PARTICIPATING RESTAURANTS

[RESTAURANT NAME, ADDRESS AND RESTAURANT STORE #]

Form Date: June 10, 2007 5

 EXHIBIT B

PHOENIX AREA

The entire Phoenix Metro Area , within Maricopa County

Form Date: June 10, 2007 6