[Item 5: INITIAL FEES]

ITEM 5. INITIAL FEES

All franchisees purchasing a franchise under this Disclosure Document will pay to us a non-refundable franchise fee (the "Franchise Fee") of Forty Thousand Dollars ($40,000), which is due upon signing the Franchise Agreement.

[Item 7: ESTIMATED INITIAL INVESTMENT]

• (3) In order to open the BENIHANA Restaurant, you will be required to purchase an initial inventory of food, beverages (alcoholic and otherwise), linen, paper supplies, etc.

The inventory items, quantity, and price may vary based upon building size, availability of supplies, the number of vendors selling such items, etc.

The estimated aggregate cost of the initial inventory is $40,000.

Payment terms for such items are usually cash on delivery or payment within a specified number of days (usually no more than 30 days) after delivery.

• (4) Depending upon the state in which the BENIHANA Restaurant is located, you may have to purchase a liquor license.

In many jurisdictions, the liquor license is issued by a governmental body at the state level and only an annual fee is payable.

Other jurisdictions may require city and/or county liquor licenses.

Annual license fees may be as little as $200 or as much as $300,000 depending upon the jurisdiction.

• (5) You are obligated under the Franchise Agreement to obtain and keep in effect insurance (both for your and our benefit) as may be required by law or as we may designate.

You must obtain and maintain through the term of the Franchise Agreement: (i) comprehensive general liability insurance (with products, completed operations, and contractual liability and independent contractors and escalators coverage) and comprehensive motor vehicle insurance (for owned and non-owned vehicles) against claims for bodily and personal injury, death, and property damage caused by or occurring in conjunction with the operation of the BENIHANA Restaurant (or otherwise in conjunction with your conduct of business under the Franchise Agreement) under one or more policies of insurance, each on an occurrence basis, with single-limit coverage for personal and bodily injury, death and property damage of at least $5,000,000 (or such other amount as we reasonably require); (ii) all-risk building and contents insurance including fire, flood and earthquake, vandalism, and theft insurance for the replacement value of the BENIHANA Restaurant and its contents; (iii) business interruption insurance for a period adequate to reestablish normal business operations; (iv) builders' risk insurance on a completed value non-reporting basis during the period of any remodeling of the BENIHANA Restaurant; and (v) workers' compensation insurance in such amount as may be required by applicable statute or rule.

The aggregate annual premiums for insurance are estimated to be $50,000.

You will need to negotiate payment terms directly with the insurance carriers.

• 5.2.1 Franchisee has the right, at no additional fee, to bring up to five (5) chefs, a General Manager, and, if required by BNC or requested by Franchisee, and subject to availability of space, one principal of Franchisee, to the Initial Training.

Franchisee must obtain BNC's prior written consent before bringing any additional employees to the Initial Training, and Franchisee must pay to BNC its then-current training fee, which may include salaries of all BNC employees providing such training, for each additional employee BNC agrees to train.

Additionally, if Franchisee requests that In-Restaurant Training be provided for more than twenty (20) working days, Franchisee will pay all salaries, wages, travel expenses, and living and lodging expenses of BNC's personnel during the extended In-Restaurant Training Period.

You must pay all expenses you incur in connection with the Initial Training and In-Restaurant Training, including the costs of your employee's wages, travel, lodging, living, meals and other expenses of your employees.

System will provide a record of products sold, a menu mix report and other reports we require. We have the right to retrieve such data and information directly from your computer as we deem necessary. You will be responsible for the telephonic or transmission costs of such retrieval. You agree to participate in BENIHANA's current online order platform, which may change from time to time, at our discretion. You will install any new or upgraded software programs and equipment whenever we adopt new or upgraded programs to ensure full operational efficiency and communications capability, at your sole cost and expense.

• 18.7.1 Franchisee agrees to pay all court costs and reasonable attorney's fees incurred by BNC in obtaining specific performance of, or an injunction against violation of, the requirements of this Article 18 or Article 6.