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Non-Tech : RAINFOREST CAFE -- Ignore unavailable to you. Want to Upgrade?


To: Dennis Vail who wrote (4124)4/1/1998 2:12:00 AM
From: Dennis Vail  Respond to of 4704
 
Interesting section in the 10k on our international units. RAIN provided a few more details than they have in the past:

INTERNATIONAL LICENSE AND JOINT VENTURE AGREEMENTS

The Company has entered into five separate exclusive license arrangements
relating to th_áe development of Rainforest Cafes in the United Kingdom and
Ireland, Mexico, Canada and certain countries and cities in Asia. These
Agreements have per Unit development fees of at least $100,000 and royalties
ranging from 3% to 10% of Unit sales. All Agreements, with the exception of the
agreement relating to the United Kingdom and Ireland, have area licensing fees
exceeding $500,000. For the fiscal year ended December 28, 1997, approximately
6% of the Company's total revenues were derived from international licensing
fees and royalties.

United Kingdom and Ireland. In August 1996, the Company entered into a
License and Area Development Agreement with Glendola Leisure Ltd. ("Glendola"),
an affiliate of the Foundation Group, a London-based hotel and restaurant
developer and operator, pursuant to which Glendola will develop five Units over
a ten year period in the United Kingdom and Ireland. Pursuant to this agreement,
the Company will have the option to purchase, prior to the opening of the Unit,
between 20% and 50% of the equity interest in any Unit developed by Glendola.
The Company has purchased a 20% ownership interest in the London Unit for
approximately $400,000 and has agreed to purchase a 49% ownership in the
Manchester Unit which is scheduled to open in the

6

third quarter of 1998.

Mexico. In October 1996, the Company entered into a License and Area
Development Agreement with a subsidiary of Empresas de Comunicacion y
Entretenimiento ("ECE"), a Mexican-based restaurant owner and operator, pursuant
to which ECE will develop seven Units over a ten-year period in Mexico. Pursuant
to this agreement, ECE has developed Units in Cancun and in Mexico City, which
opened in August and October 1997, respectively. ECE intends to open an
additional Unit in Mexico City during the fourth quarter of 1998.

Canada. In March 1997, the Company entered a joint venture and exclusive
license agreement with the Elephant and Castle Group ("E & C"), a Vancouver
based owner and operator of Elephant and Castle pubs and restaurants. E & C and
the Company agreed to develop five Rainforest Cafes in Canada over a four-year
period. Under the terms of this agreement, the Company is also entitled to
receive a warrant to purchase 600,000 shares of E & C stock at $8.00 per share
exercisable for a period of five years. In addition, the Company and E & C have
a 50% equity interest in the joint venture Canadian Rainforest Restaurants, Inc.
("CRRI"). The Company will have the option to purchase E & C's interest in CRRI
after seven years based on a predetermined formula of cash flow and investment.
CRRI intends to open its first Canadian Unit near Vancouver during the second
quarter of 1998 and its second Canadian Unit in Toronto during the fourth
quarter of 1998.

Southeast Asia. In August 1997, the Company entered into a Master License
Agreement with Movie Dream Corporation ("MDC"), a subsidiary of Far East
Holdings International Limited, a Singapore-based holding company. Under the
terms of the agreement, MDC will develop a minimum of five Units over ten years.
Countries covered by this agreement include Singapore, Malaysia, Indonesia,
Thailand, the Philippines, Vietnam, Cambodia, Brunei and Burma. MDC has the
right to establish sub-franchisees within the territory, subject to certain
terms and conditions, which include a right of the Company to approve all
investors and all other rights in the license agreement. Pursuant to this
agreement, the Company will have the option to purchase, prior to the opening of
the Unit, up to 20% of the equity interest in any Unit developed by MDC. This
license agreement also grants MDC an option for the development rights to India,
subject to meeting future performance criteria.

Hong Kong. In March 1998, the Company entered into a Master Franchise
Agreement with Jungle Investment Limited ("JIL"), a Hong Kong based entity, to
develop a minimum of two units in a territory inc_áluding Hong Kong, Macau,
Taiwan, and Shanghai. JIL has the right to establish sub-franchises within the
territory, subject to certain terms and conditions, such as the Company's right
to approve all shareholders of the sub-franchisee. Under the terms of this
agreement, JIL will develop a minimum of two restaurants over the next 27
months, if no restaurant is opened in Shanghai. If a restaurant is opened in
Shanghai, the minimum will be three restaurants over the next three years.
Pursuant to the agreement, the Company has a right to purchase, prior to the
opening of each Unit, up to 20% of the equity interest in any unit developed, as
well as 20% of JIL. The Company has agreed to purchase 20% ownership, for
approximately $1.8 million, in both JIL and the first Unit which is scheduled to
open in Hong Kong in the fourth quarter of 1998.