Exhibit 10.31

CEC ENTERTAINMENT, INC.

FRANCHISE AGREEMENT

[CITY, STATE]

4441 West Airport Freeway

Irving, TX 75062

CEC Entertainment, Inc.

[City, State] Franchise

TABLE OF CONTENTS

CEC ENTERTAINMENT, INC.

FRANCHISE AGREEMENT

This Franchise Agreement is executed and entered into this          of                      , 20      , by and between CEC Entertainment, Inc., a Kansas corporation (as Franchisor), and                              , a                      corporation (as Franchisee).

RECITALS

1. Franchisor has developed and is the owner of the System;

2. Franchisor has developed and is the owner of, or licensee with rights to sublicense, certain Animated Entertainment and Proprietary Marks which are utilized in connection with and identify the System; and

3. Franchisee desires to obtain from Franchisor and Franchisor desires to grant to Franchisee certain rights to use the System, the Animated Entertainment and the Proprietary Marks to develop and establish the Franchised Restaurant at the Site.

NOW THEREFORE, Franchisor and Franchisee in consideration of the undertakings and commitments set forth herein, agree as follows:

As used in this Agreement and the above Recitals, the following capitalized terms shall have the meanings attributed to them in this Section:

1.1 “Action” means any cause of action, suit, proceeding, claim, demand, investigation or inquiry (whether a formal proceeding or otherwise) with respect to which Franchisee’s indemnity applies.

1.2 “Advertising Cooperative” means a group of two or more System Restaurants, as determined by Franchisor, for the purpose of funding, administering and developing regional advertising and promotion programs.

1.3 “Agreement” means this franchise agreement and all attachments.

1.4 “Animated Entertainment” means the computer hardware and software, artistic designs, scripts and musical scores, staging and lighting techniques and configurations, plans, manuals and specifications, manufacturing know-how and other intellectual property relating to video display, audio or other entertainment and to computer controlled three dimensional animated characters, including present and future improvements, patents, trademarks, copyrights and other intellectual and artistic property.

1.5 “Association” means the International Association of CEC Entertainment, Inc. which, as of the date of this Agreement, serves as Franchisor’s designee to administer the System Fund, in accordance with the Association’s bylaws and this Agreement and to which Franchisee will have the right to be a member so long as Franchisee is in compliance with this Agreement and the Association’s bylaws.

1.6 “Change in Control” means a Transfer of an Equity Interest in Franchisee which, directly, indirectly, or combined with prior Transfers, causes a change in the number of Persons which can vote more than fifty percent (50%) of the total Equity Interest in Franchisee.

1.7 “Competing Business” means a business which operates a restaurant or food service outlet in combination with family entertainment, including without limitation, live entertainment and entertainment in the form of video games, video displays or computer controlled animated characters.

1.8 “Confidential Information” means the terms of this Agreement and Attachments and any amendments hereto, the components of the System, the Animated Entertainment, the Operational Policies, manuals, written directives and all drawings, equipment, recipes, and all other information know-how, techniques, materials and data imparted or made available by Franchisor to Franchisee which is (i) designated as confidential, (ii) known by Franchisee to be considered confidential by Franchisor, or (iii) by its nature inherently or reasonably to be considered confidential.

1.9 “Designated Market Area” means the geographic area which includes the Protected Territory as defined by Nielson Media Research, Inc. or a successor organization designated by Franchisor.

1.10 “Equity Interest” means a direct or indirect ownership interest in the capital stock of, partnership or membership interest in, or other equity or ownership interest in (including the right to vote) any type of legal entity.

1.11 “Execution Date” means the date upon which the Agreement is deemed duly executed and entered into by Franchisee and Franchisor, as indicated on the first page of the Agreement.

1.12 “Force Majeure” means acts of God (such as tornadoes, hurricanes, floods, fire or other natural catastrophe); strikes, lockouts or other industrial disturbances; war, riot, or other civil disturbance; epidemics; acts of governments, such as the exercise of eminent domain rights and condemnation (if caused by reasons beyond Franchisee’s control); or other forces beyond Franchisee’s reasonable control.

1.13 “Franchisee” means                              .

1.14 “Franchisee’s Principals” means Franchisee’s spouse, if Franchisee is an individual, all officers and directors of Franchisee and all holders of an Equity Interest in Franchisee and of any entity directly or indirectly controlling Franchisee, all as listed on Schedule 1.14 attached hereto.

1.15 “Franchised Restaurant” means the family-oriented pizza restaurant that is established and operated by Franchisee utilizing the System, the Proprietary Marks and the Animated Entertainment in accordance with the terms and conditions of this Agreement.

1.16 “Franchisor” means CEC Entertainment, Inc. or any person or legal entity to which CEC Entertainment, Inc. assigns or otherwise transfers its rights and obligations contained in this Agreement.

1.17 “Gross Sales” means the total of all sales related to or arising from the operation of the Franchised Restaurant including, without limitation, all monies and receipts from the sale of all beverages, food, merchandise and the operation of rides, amusement games and other attractions in the Franchised Restaurant, as well as all revenue from the sale of tokens, whether for cash or credit and regardless of collection, less applicable sales taxes Franchisee collects and remits, and valid coupon credits and employee discounts deducted from revenues initially recorded as Gross Sales, but without deduction of any other costs or expenses whatsoever.

1.18 “Indemnitees” means any designee(s) of Franchisor which administer the System Fund, Franchisor and its subsidiaries and affiliates and their respective directors, officers, employees, shareholders, affiliates, successors and assigns.

1.19 “Internet” means collectively the myriad of computer and telecommunications facilities, including equipment and software, which comprise the interconnected worldwide network of networks that employ the TCP/IP (Transmission Control Protocol/Internet Protocol), or any predecessor or successor protocols to such protocol, to communicate information of all kinds by fiber optics, wire, radio, or other methods of electronic transmission.

1.20 “Intranet” means an intranet, extranet or other communications network between and among Franchisor and Franchisee that its accessed by the Internet.

1.21 “Losses and Expenses” means all losses, compensatory, exemplary or punitive damages, fines, penalties, charges, costs, expenses, lost profits, assessments and fees (including reasonable attorneys’, experts’, accountants’ and consultants’ fees); interest, court costs, settlement or judgment amounts, compensation for damages to Franchisor’s reputation and goodwill, costs of or resulting from delays, financing costs, costs of advertising material and media time/space, and costs of changing, substituting or replacing the same, and any and all expenses of recall, refunds, compensation, public notices and other similar amounts incurred, charged against or suffered by the Indemnitees in connection with any Action.

1.22 “Minority Interest” means an Equity Interest of less than five percent (5%) of the capital stock of, partnership interest in, or other Equity Interest in (including the right to vote) any type of legal entity.

1.23 “Operational,” used in reference to the Franchised Restaurant, means that the Franchised Restaurant is fully constructed and finished out as approved by Franchisor and is legally permitted to render its services to, and is open to, the general public pursuant to this Agreement.

1.24 “Operational Policies” means the written standards, procedures, rules, regulations, and policies for the operation of a Franchised Restaurant pursuant to the System, as issued from time to time by Franchisor, a copy of which will be provided upon the execution of this Agreement.

1.25 “Person” means an individual, corporation, limited liability company, partnership, association, joint stock company, trust or trustee thereof, estate or executor thereof, unincorporated organization or joint venture, court or governmental unit or any agency or subdivision thereof, or any other legally recognizable entity.

1.26 “Proprietary Marks” means the trademarks, trade names, service marks, logos, emblems and other indicia of origin as designated from time to time by Franchisor, which may be owned by Franchisor or licensed to Franchisor with sublicensing rights, including, but not limited to, the marks “Chuck E. Cheese” and “Chuck E. Cheese’s.”

1.27 “Protected Territory” means the area within a          (      ) mile radius of the Franchised Restaurant.

1.28 “Site” means the location for the establishment and operation of the Franchised Restaurant which is approved as per Section 4.2 of this Agreement.

1.29 “Site Selection Territory” means                      ,                      .

1.30 “Sky Tubes” means components configured to create sequences of group/social and independent play, using tubes, windows, entries, climbs, crawls, play stations, passageways, and slides.

1.31 “System” means the distinctive system developed and owned by Franchisor for the establishment, development, and operation of family-oriented pizza restaurants, the distinguishing characteristics of which include without limitation, Animated Entertainment, Sky Tubes, separate areas with a variety of rides, amusement games and other attractions, characteristic decorations, furnishings and materials, specially-designed equipment and equipment layouts, trade secret food products and other special recipes, menus and food and beverage designations, food and beverage preparation and service procedures and techniques, operating procedures for sanitation and maintenance, methods and techniques for inventory and cost controls, record keeping and reporting, personnel training and management, and advertising and promotional programs, and Operational Policies, all of which may be changed, improved or further developed by Franchisor from time to time.

1.32 “System Fund” means collectively, the three (3) funds currently identified as follows:

(a) the “Advertising Fund” (for the maintenance, administration, direction, preparation, purchasing and placement of advertising for the System, Proprietary Marks and Animated Entertainment, and the operation of one or more sites on the World Wide Web portion of the Internet),

(b) the “Entertainment Fund” (for the purchase, lease, shipping and installation of software programs and for the costs related to the production of show tapes, videos and other audio, video and software components of the Animated Entertainment, including licensing rights to certain music, and video, and the design, testing and implementation of new entertainment concepts which may or may not be directly related to the Animated Entertainment, as more fully described in Sections 3.3 and 8.5), and

(c) the “Media Fund” (for purchasing national network television advertising), established for the purposes described above, as well as any other objective which Franchisor designates in writing for the purpose of furthering the System, the Proprietary Marks, the Animated Entertainment or the sales of System Restaurants generally, to which Franchisee will contribute a stated percentage of Gross Sales on a monthly basis.

1.33 “System Restaurant” means a family-oriented pizza restaurant that is established and operated utilizing the System, the Proprietary Marks and the Animated Entertainment either in accordance with the terms and conditions of a franchise agreement or by Franchisor.

1.34 “Transfer” means the sale, assignment, conveyance, pledge, gift, mortgage or other encumbrance, whether direct or indirect, in whole or in part, or in one or a series of related transactions or occurrences, of (i) this Agreement or of any or all rights or obligations of herein, (ii) any Equity Interest in Franchisee, or (iii) any assets of Franchisee beyond transfers necessary in the ordinary course of business.

2.1 Grant . Subject to the terms, conditions and limitations of this Agreement, Franchisor hereby grants to Franchisee the right, and Franchisee undertakes the obligation, to establish and operate the Franchised Restaurant at a duly approved Site in the Protected Territory. Franchisee’s use of the Proprietary Marks or any element of the System in the operation of a business at any other location or in any other channel of distribution without Franchisor’s express written authorization will constitute willful infringement of Franchisor’s rights in the Proprietary Marks and System.

2.2 Exclusivity . For so long as Franchisee is in full compliance with this Agreement, Franchisor will not, without Franchisee’s prior written consent, establish or operate, or license anyone other than Franchisee to establish or operate, a System Restaurant which is physically located in the Protected Territory during the term of this Agreement.

2.3 Limitation of Rights . Franchisor retains all rights not expressly granted hereunder. Franchisor, its affiliates, and their respective franchisees and licensees may, among other things, operate other types of facilities besides System Restaurants in the Protected Territory, including facilities that are identified by some or all of the Proprietary Marks. The license granted by this Agreement is only for the operation of a single System Restaurant at the approved Site. Franchisor therefore may (or may authorize a third party to) conduct, among other things, the following activities:

(a) Advertise and promote sales of or by System Restaurants, at any location, including within the Protected Territory;

(b) Offer and sell collateral and ancillary products and services, such as pre-packaged food products, toys, games, clothing, and memorabilia, in the Protected Territory under the Proprietary Marks, even though those products and services may be similar to items offered by the Franchised Restaurant;

(c) Offer and sell any products and services (regardless of similarity to products and services sold in the Franchised Restaurant) under any names and marks other than the Proprietary Marks, at any location, including within the Protected Territory;

(d) Establish and operate a System Restaurant anywhere outside of the Protected Territory, regardless of proximity or financial impact to the Franchised Restaurant;

(e) Establish and operate a non-System Restaurant anywhere inside or outside of the Protected Territory, regardless of proximity or financial impact to the Franchised Restaurant; and

(f) Operate one or more sites on the World Wide Web portion of the Internet that advertise System Restaurants, allow customers and potential customers to make reservations at System Restaurants (including the Franchised Restaurant), sell any product or service including pre-packaged food products, games, toys, clothing or memorabilia, or permit other activities (whether or not similar), even though the Web site is accessible to or viewable by persons in the Protected Territory.

Franchisee shall have no right under this Agreement to sub-license others to use or grant any rights in the Proprietary Marks, the Animated Entertainment or the System.

3.1 Franchise Fee . Prior to or upon the execution of this Agreement, Franchisee shall deliver to Franchisor a franchise fee of Fifty Thousand and No/100 Dollars ($50,000.00) in readily available funds (“Franchise Fee”). The Franchise Fee will be fully earned by Franchisor and non-refundable upon receipt, in consideration for, among other things, Franchisor’s administrative expenses and lost or deferred opportunities in entering into this Agreement.

3.2 Royalty Fees . Beginning the calendar month in which the Franchised Restaurant is Operational, on or before the fifteenth (15th) day of each calendar month thereafter, Franchisee agrees to pay a continuing monthly royalty fee equal to 3.8% of the Gross Sales for the immediately preceding calendar month, subject to the immediately following sentence. During the term of this Agreement, Franchisor shall have the right, at its option, upon ninety (90) days’ prior notice to Franchisee, to increase the royalty fee to an amount not to exceed five percent (5%) of the Gross Sales of the Franchised Restaurant. In such event, Franchisee shall commence payment of the increased royalty fee in the month immediately following the expiration on the ninety (90) day period.

3.3 System Fund . Beginning the calendar month in which the Franchised Restaurant is Operational, on or before the fifteenth (15th) day of each calendar month thereafter, Franchisee agrees to pay to the System Fund a continuing monthly amount designated by Franchisor, but in no event more than three and one-tenth percent (3.1%) of Gross Sales, except as described in Section 3.7 and 8.5(f) (amounting to .2% of Gross Sales currently allocated to the Entertainment Fund, .4% of Gross Sales currently allocated to the Advertising Fund and 2.5% of Gross Sales currently allocated to the Media Fund). The portion of the System Fund payment allocated to the Media Fund may be withdrawn upon (1) the unilateral election of Franchisor or (2) the vote of System franchisees in good standing under their respective franchise agreements, with thirty (30) days advance notice of such vote, one vote per franchised restaurant location and a simple majority of restaurants voting in favor of withdrawal; provided however, that if such vote or election shall be taken on or before March 1 of any calendar year, it shall first become effective on September 1 of the same year, and if such vote or election shall have been taken after March 1 of any calendar year, it shall first become effective September 1 of the following calendar year. Not less than six (6) months following any such withdrawal, such payment may be reinstated, upon the unilateral election by Franchisor or by vote in favor of reinstatement in accordance with the procedure described in this Section.

3.4 Payments and Taxes . All franchise and royalty fees shall be paid directly to Franchisor or its designee. All payments and contributions shall be in United States dollars and will be made free and clear of any tax, deduction, offset or withholding of any kind. All taxes and penalties on any payment made by Franchisee pursuant to this Agreement now or in the future will be fully borne by Franchisee. In the event of any bona fide dispute as to liability for taxes assessed or other indebtedness, Franchisee may contest the validity or the amount of the tax or indebtedness in accordance with procedures of the taxing authority or applicable law; however, in no event shall Franchisee permit a tax sale or seizure by levy of execution or similar writ or warrant, or attachment by a creditor, to occur against the premises of the Franchised Restaurant or any improvements thereon.

3.5 Overdue Payments . Any payment not actually received by Franchisor or its designee when due shall accrue late charges equal to one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is less, from the date it was due until paid. Such interest charges will be in addition to any other remedies that may be available to Franchisor.

3.6 Franchisor’s Lien . The obligations to make monthly payments required in this Section 3 shall give rise to and remain, until paid in full, a lien in favor of Franchisor against any and all of the personal property, machinery, fixtures, equipment and inventory owned by Franchisee at the Franchised Restaurant, and against the proceeds and replacements thereof. Franchisee hereby irrevocably appoints Franchisor as its attorney-in-fact (surviving any termination or expiration hereof) to execute and file in the name of Franchisee as debtor such instruments, including Uniform Commercial Code financing statements, as may be required by Franchisor from time to time to evidence such lien. Franchisee shall, immediately upon Franchisor’s request, execute such documents as Franchisor may, from time to time, deem necessary to effectuate the above.

3.7 Contribution Increases . The monthly contribution to the System Fund shall be subject at any time to increase upon a majority vote cast by all System franchisees in good standing under their franchise agreements (e.g., not subject to a pending default notice from Franchisor). Each franchisee shall be provided thirty (30) days advance notice and opportunity to vote on the proposed increase and shall be entitled to one (1) vote per System Restaurant in operation, and a majority vote required for any increase shall be a majority of all restaurants represented by the votes cast. Franchisor shall provide written notice to Franchisee at least sixty (60) days prior to the effective date of any increase so approved by such majority vote.

4.1 Criteria for Site Approval . Franchisee agrees that prior to or within one hundred and twenty (120) days after the execution of this Agreement, it will locate and obtain the approval of Franchisor for a Site within the Site Selection Territory for the establishment and operation of the Franchised Restaurant.

Franchisee must submit to Franchisor:

(a) a completed site review form designated by Franchisor, which will include, among other things, demographic information, a site plan, and traffic-related information;

(b) if the premises for the proposed Site are to be leased, satisfactory evidence that the lessor will agree to the requirements contained in the Lease Rider to be executed between Franchisor, Franchisee and the lessor attached hereto as Attachment C; and

(c) any other information or materials as Franchisor reasonably requires, such as a letter of intent or other document which confirms Franchisee’s favorable prospects for obtaining the proposed Site.

4.2 Approval by Franchisor . Upon receipt of all requested documentation as required in Section 4.1, Franchisor will notify Franchisee of its approval or disapproval in writing within a period of thirty (30) days. Franchisor shall act in a commercially reasonable manner when approving or disapproving any proposed Site. However, Franchisee agrees that Franchisor will have absolute discretion in approving any proposed Site and Franchisee agrees to accept any of Franchisor’s decisions as final. Franchisee hereby acknowledges and agrees that Franchisor’s approval of a site does not constitute an assurance, representation or warranty of any kind, express or implied, as to the suitability of the Site for the Franchised Restaurant or for any other purpose or of the financial success of operating the Franchised Restaurant at such Site.

4.3 Costs of On-Site Evaluation . If Franchisor deems necessary, Franchisor will undertake one (1) on-site evaluation of a proposed Site free of charge. For all subsequent on-site evaluations requested by Franchisee or required by Franchisor, Franchisee agrees to reimburse Franchisor for its reasonable expenses, including, without limitation, travel expenses, and a per diem charge for room and board.

4.4 Executed Lease or Purchase Agreement . Franchisee shall execute a lease for the premises, or shall enter into a binding commitment to purchase such premises, within sixty (60) days after receipt of site approval from Franchisor. Franchisee will provide Franchisor with a fully executed copy of the lease or purchase agreement with respect to the approved Site within ten (10) days after execution thereof.

4.5 Extensions . Upon Franchisee’s written request, Franchisor, at its sole discretion and without obligation, may grant a written extension or extensions to the period for approval of a proposed Site. In the event Franchisor grants such extension, Franchisee agrees to pay the Franchisor a non-refundable extension fee of Two-thousand Five Hundred and No/100 Dollars ($2,500.00) for every thirty (30) day period of the agreed extension.

4.6 Relocation . Once the Franchised Restaurant is established at the proposed Site in accordance with this Agreement, Franchisee shall not relocate the Franchise Restaurant without the prior written consent of Franchisor. Franchisor will not unreasonably withhold its consent of such relocation and may require, among other things, that: (i) Franchisee has provided Franchisor with at least ninety (90) days prior written notice of its intent to relocate; (ii) Franchisee is not in default under this Agreement and all of Franchisee’s accrued monetary obligations to Franchisor have been satisfied; (iii) Franchisee has paid a relocation fee in an amount equal to fifty (50%) of the then-current initial Franchise Fee for a new franchisee; (iv) the new location is within the Protected Territory; (v) Franchisee agrees to execute the then-current form of franchise agreement, which agreement may contain materially different terms from this Agreement, including, without limitation, higher royalty fees, contributions, System assessments and a different Protected Territory, for a term

equal to the unexpired portion of the initial term, and all unexpired renewal terms hereunder and any other ancillary agreements as Franchisor may require; provided, however, that Franchisee shall not be required to pay the initial franchise fee contained in Franchisor’s then-current form of franchise agreement; and (vi) Franchisee has made provisions acceptable to Franchisor for the removal of all signs and other materials containing Proprietary Marks from the existing site. Franchisee will receive written notification of Franchisor’s decision regarding relocation of the Franchised Restaurant. Upon approval by Franchisor, Franchisee must relocate the Franchised Restaurant within one hundred and eighty (180) days.

5.1 Pre-Construction/Refurbishment Approval Criteria . Prior to commencing any construction/refurbishment on the Site, Franchisee, at its own cost, shall submit to Franchisor for its prior written approval:

(a) Complete plans and specifications for the Franchised Restaurant in accordance with local or state laws, regulations or ordinances, and which conform to Franchisor’s general design and specifications. Once approved by Franchisor pursuant to Section 5.2 below, such plans and specifications shall not be modified without the prior written consent of Franchisor;

(b) A statement in the form prescribed by Franchisor and signed by Franchisee, certifying that Franchisee has:

i. complied with all local or state laws, regulations or ordinances in preparing its plans and specifications;

ii. employed a qualified architect or engineer, approved by Franchisor, to prepare construction/refurbishment documents and supervise the construction/refurbishment of the Franchised Restaurant and completion of all improvements (such statement shall also identify the architect or engineer and describe his or her qualifications in detail);

iii. obtained all such permits and certifications required for lawful construction/refurbishment and operation of the Franchised Restaurant, including, without limitation, zoning, access, sign and fire requirements; and

iv. obtained required licenses to sell beer and/or wine, unless otherwise prohibited by law, and to operate rides, amusement games and other attractions as required herein.

(c) A construction/refurbishment schedule acceptable to Franchisor.

5.2 Pre-Construction/Refurbishment Approval . Upon receipt of the above documents, Franchisor will notify Franchisee of its approval or disapproval in writing within a period of twenty-one (21) days. Given that the construction/refurbishment and appearance of the Franchised Restaurant is critical to the continued success and viability of the System, Franchisee agrees that Franchisor will have absolute discretion in making such decision and Franchisee agrees to accept any of Franchisor’s decisions as final.

5.3 Commencement of Construction/Refurbishment and Extensions . Once the pre-construction/refurbishment approval has been obtained and, for construction; within six (6) months after the date of execution of this Agreement, Franchisee will commence construction and provide Franchisor with written notice of such commencement within ten (10) days of such commencement of construction/refurbishment.

Upon Franchisee’s written request, Franchisor, at its sole discretion and without obligation, may grant to Franchisee written extensions of this six (6)-month period for construction and not refurbishment, with the understanding that, if granted, Franchisee shall pay to Franchisor a non-refundable extension fee of Two-Thousand Five Hundred and No/100 Dollars ($2,500.00) for each thirty (30) day period of extension.

5.4 Construction/Refurbishment . Franchisee shall complete construction/refurbishment, including, as applicable, all exterior and interior carpentry, electrical, painting and finishing work, and installation of all fixtures, equipment and signs, in accordance with the plans and specifications for the approved Site within:

(a) six (6) months after commencement of construction/refurbishment, for refurbishment and construction, if construction is a space conversion of existing premises, or

(b) nine (9) months after commencement of construction, if the construction is the erection of a free-standing building.

Franchisor may, at its sole discretion, provide up to two (2) on-site construction/ refurbishment visits to verify compliance with its standards. Franchisee shall fully cooperate with Franchisor and provide Franchisor and its representatives with full access to the Site in connection therewith.

Upon Franchisee’s written request, Franchisor, at its sole discretion and without obligation, may grant to Franchisee written extensions of the above-described periods for construction and not refurbishment, with the understanding that, if granted, Franchisee shall pay to Franchisor a non-refundable extension fee of Two-Thousand Five Hundred and No/100 Dollars ($2,500.00) for each thirty (30) day period of extension.

5.5 Opening Assistance . Franchisor shall provide one (1) representative to provide such

on-site opening assistance and supervision as Franchisor deems necessary for a period of seven (7) to ten (10) days, at no charge to Franchisee. If Franchisor determines, in its sole discretion, that Franchisee requires any additional opening assistance or if Franchisee requests such assistance, Franchisor reserves the right to charge an additional fee for such assistance, in addition to obtaining reimbursement for related travel, meals and lodging expenses.

5.6 Inspection . Franchisee agrees that Franchisor and its agents shall have the right to inspect the construction/refurbishment at all reasonable times. Franchisee shall cooperate fully with Franchisor and provide Franchisor and its representatives with full access to the Site in connection therewith.

5.7 Continuing Statements . Beginning with the calendar month after the pre-construction/refurbishment approval issued by Franchisor and each calendar month thereafter until one (1) calendar month after the construction/refurbishment is completed, Franchisee shall provide Franchisor, on or before the first Monday of each such month, with a statement in the form prescribed by Franchisor and signed by Franchisee, certifying Franchisee’s continued compliance with and maintenance of the requirements of Section 5.1 (b).

5.8 Installation of Animated Entertainment . No later than one hundred fifty (150) days prior to the anticipated date of completion of construction/refurbishment of the Franchised Restaurant, Franchisee shall, if applicable, order the Animated Entertainment and related components specified by Franchisor from the supplier or suppliers designated by Franchisor and shall provide to Franchisor such evidence thereof as Franchisor requests. All payment terms for the Animated Entertainment shall be agreed to between Franchisee and respective suppliers.

Franchisor shall not have any liability to Franchisee for delivery or the condition of the Animated Entertainment ordered from the supplier or suppliers designated by Franchisor.

After delivery of the Animated Entertainment and preparation for installation of the Animated Entertainment by Franchisee, Franchisor will provide a technician to install the Animated Entertainment. If the technician is required for more than five (5) working days, then for such time period in excess of five (5) working days (excluding travel), the Franchisee will pay Franchisor a fee of Three Hundred and No/100 Dollars ($300.00) per day and shall reimburse Franchisor for additional actual air travel expenses and a per diem charge for room and board. Franchisor and Franchisee shall agree upon the dates for installation; provided, however, Franchisee shall request the services of the technician in writing, to Franchisor, at least sixty (60) days in advance of the requested installation dates.

5.9 Approval for Opening . Once construction/refurbishment is completed and within seven (7) days after obtaining Franchisor’s written approval for opening/reopening, Franchisee shall open/reopen the Franchised Restaurant to the public. Franchisee shall not open/reopen the Franchised Restaurant to the public unless Franchisor has granted its written approval to do so.

6.1 Minimum Training . Prior to rendering their services to the Franchised Restaurant, both the general manager and technician described in Section 7.1 and any replacements or successors thereto shall attend and complete, to Franchisor’s satisfaction, initial training conducted by Franchisor. As part of this initial training, Franchisor shall provide Franchisee with a copy of the Operational Policies, which must be returned to Franchisor upon termination of this Agreement.

6.2 Location and Expenses . Franchisor will not charge Franchisee any fee for the training of Franchisee’s first general manager and technician. Franchisor reserves the right to charge a reasonable fee to Franchisee for any additional required or optional training and training for subsequent general managers, managers and technicians. All training shall be provided at such location as Franchisor may designate and Franchisee shall be responsible for Franchisee’s employees’ travel expenses and room, board and wages during such training.

6.3 Additional Training . Franchisor may periodically make other mandatory or optional training available to Franchisee’s employees as well as other programs, seminars and materials, and Franchisee shall ensure that all employees, as Franchisor may direct, satisfactorily complete any required training within the time specified.

7.1 General Manager and Technician . Franchisee shall at all times employ at least one fully-trained general manager and one fully-trained technician for the maintenance of the Animated Entertainment, who shall devote their full time to the Franchised Restaurant.

7.2 Operational Policies . The Operational Policies shall at all times (i) be kept in a secure place on the premises of the Franchised Restaurant, and (ii) remain the sole property of Franchisor. Franchisee and Franchisee’s Principals shall at all times ensure that Franchisee’s copy of the Operational Policies is kept current and up-to-date, and in the event of any dispute as to the contents of the Operational Policies, the terms of the version of the Operational Policies maintained by Franchisor at Franchisor’s home office shall be controlling. Franchisee acknowledges that every detail of the Franchised Restaurant is important to Franchisee, Franchisor and other franchisees in order to develop and maintain the high standards and public image of the System, to increase the demand for the products and services sold by all System Restaurants, and to protect Franchisor’s reputation and goodwill. As such, Franchisee agrees to:

(a) Operate the Franchised Restaurant in accordance with the Operational Policies to ensure that the highest degree of quality and service is uniformly maintained. If amended or modified by Franchisor, Franchisee agrees that it will fully implement Franchisor’s amended Operational Policies, within a period of time prescribed by Franchisor, but in no event to exceed three (3) months after receipt of notice of such amendment or modification;

(b) Devote the requisite time, energy and best efforts to the management and operation of the Franchised Restaurant;

(c) Use, prepare, maintain in sufficient supply and offer for sale all and only such products, materials, ingredients, supplies and paper goods as conform with Franchisor’s standards and specifications;

(d) Sell or offer for sale all and only such services, products and menu items as meet Franchisor’s uniform standards of quality and quantity, as have been expressly approved for sale in writing by Franchisor, and as have been prepared in accordance with Franchisor’s methods and techniques. You must refrain from any deviation from our standards and specifications for serving or selling the above without our prior written consent and must discontinue selling and offering for sale any such items as we may in our sole discretion, disapprove at any time;

(e) Use at the Franchised Restaurant only such menus and animated character costumes which comply with the style, pattern and design prescribed by Franchisor;

(f) Purchase and install, at Franchisee’s expense, all fixtures, furnishings, signs, and equipment (including, without limitation, video display software which must be updated from time to time, point-of-sale computer hardware and software control systems, and a telephone modem) as Franchisor may reasonably direct from time to time in the Operational Policies or otherwise in writing;

(g) Employ security officers, if necessary, for secure operation of the Franchised Restaurant;

(h) Employ at least the minimum number of other employees as may be prescribed by Franchisor and to comply with all applicable federal, state and local laws, rules and regulations with respect to such employees;

(i) Cause all employees to wear uniforms of the color, style and design prescribed by Franchisor;

(j) Make daily and regular use of a Chuck E. Cheese walk-around character costume and all other animated character costumes designated by Franchisor and to maintain such costumes in good condition, as provided in the Operational Policies;

(k) Use the Site only for the operation of the Franchised Restaurant as well as keep and maintain the Franchised Restaurant open and Operational for the minimum number of hours and days as reasonably required by Franchisor;

(l) Meet and maintain the highest governmental standards and ratings applicable

to the operation of the Franchised Restaurant (including health, alcohol and gaming) and immediately advise Franchisor in writing of any operational license (including health, alcohol and gaming) standard violations applicable to the operation of the Franchised Restaurant; and

(m) Purchase or lease and maintain the minimum number and type of rides, amusement games and other attractions required by Franchisor, with the understanding that Franchisee is prohibited from leasing any of the foregoing on a “shared revenue” or “coin sharing” basis. Franchisee shall obtain Franchisor’s written approval prior to installing any ride, game or other attraction at the Franchised Restaurant which has not been previously approved in writing by Franchisor. If any of the rides, amusement games and other attractions to be installed at the Franchised Restaurant are leased, the lease shall permit Franchisee to substitute rides, amusement games and other attractions subject to the lease, and will provide for Franchisee’s control over the maintenance and operation and the collection of monies from the rides, amusement games and other attractions that are subject to the proposed lease.

7.3 Suppliers . Franchisee shall purchase all equipment, supplies and other products and materials (including animated character costumes) used in the operation of the Franchised Restaurant solely from suppliers approved in writing by Franchisor. To qualify for approval, such suppliers must (i) demonstrate the ability to meet Franchisor’s reasonable standards and specifications for such items, and (ii) possess adequate quality controls and capacity to supply Franchisee’s needs promptly and reliably. Franchisor shall not be responsible for the delivery or the condition of goods ordered from any vendor. Franchisor shall have the right to require that its representatives be permitted to inspect the supplier’s facilities and that samples from the supplier be delivered, at Franchisor’s option, either to Franchisor or to an independent, certified laboratory designated by Franchisor for testing. A charge not to exceed the reasonable cost of the inspection and the actual cost of the test shall be paid by Franchisee or the supplier to Franchisor. Franchisor reserves the right, at its option, to re-inspect the facilities and products of any such approved supplier and to revoke its approval upon the supplier’s failure to continue to meet, in Franchisor’s discretion, any of Franchisor’s criteria.

7.4 General Maintenance . Franchisee shall at all times maintain the Franchised Restaurant in the highest degree of sanitation, repair and condition. Within three (3) months after receipt of notice from Franchisor, Franchisee agrees to make any additions, alterations repairs and replacements that Franchisor reasonably requires, including, without limitation, such periodic repainting, equipment repairs and replacement of obsolete signs, games, rides, equipment and floor coverings (including carpet and tile) as Franchisor may reasonably direct.

7.5 Maintenance of Animated Entertainment . Franchisee shall at all times maintain the Animated Entertainment and its components in good repair and full working order. Franchisee shall immediately, at its own expense, also install all retrofits and replacements to the Animated Entertainment components which are required by Franchisor from time-to-time. Franchisee shall, at

Franchisor’s option, either destroy or relinquish and deliver to Franchisor or its designee title and possession of any existing trademarked or proprietary elements or components of the Animated Entertainment, immediately upon their replacement or obsolescence and all such elements or components shall become the property of Franchisor.

7.6 Scheduled Refurbishment . Commencing on January 1 of the second calendar year following the opening of the Franchised Restaurant and each January 1 thereafter during the term hereof, Franchisee, at its own expense, shall upgrade and refurbish the Franchised Restaurant, in conformity with Section 5 hereof. Such upgrades and refurbishment include, without limitation, those necessary to conform to the building decor, floor plan, trade dress, exterior signage and decor, color schemes, rides, amusement games and other attractions, food and beverage service, and presentation of trademarks and service marks consistent with the public image then prevailing in the latest of upgraded System restaurants operated by Franchisor. The amount expended for each such upgrade and/or refurbishment shall be at least the lesser of:

(a) Fifty Thousand and No/100 Dollars ($50,000.00); or

(b) Four percent (4%) of the Gross Sales of the Franchised Restaurant during the prior calendar year.

Each such upgrade and refurbishment shall be completed by Franchisee on or before June 30 of each respective year. Franchisee shall provide to Franchisor, on or before June 30 of each such year, such reports, records, receipts and other information as Franchisor may request evidencing Franchisee’s compliance with this requirement.

7.7 Inspection . Franchisor will provide such continuing advisory assistance, as it deems advisable, in the operation of the Franchised Restaurant. Franchisee agrees to permit Franchisor or its agents, at any reasonable time, access to the Franchised Restaurant to conduct inspections to ensure compliance with Franchisor’s then-current standards and specifications.

7.7.1 Testing . In conducting its inspections, Franchisor will have the right to obtain samples of any inventory items without payment therefor, in amounts reasonably necessary for testing by Franchisor or an independent certified laboratory to determine whether said samples meet Franchisor’s then-current standards and specifications. Franchisor may require Franchisee to bear the cost of such testing if the item or supplier of the item has not previously been approved by Franchisor or if the sample fails to conform to Franchisor’s specifications.

7.7.2 Recommendations . Franchisee acknowledges that Franchisor or its agents will have the authority to make immediate recommendations and resolutions to correct any deficiencies detected during such inspections (including ceasing of the use of the non-conforming equipment, advertising materials, products or supplies).

7.7.3 Failure to Correct Deficiencies . In the event Franchisee fails or refuses to

implement recommendations or resolutions, Franchisor shall have the right, but not the obligation, to enter upon the Franchised Restaurant premises for the purpose of making or causing to be made such corrections as may be required, with all costs to be paid by Franchisee. The failure to correct any such