It is hereby witnessed and agreed this 18th day of October, 2000 by and between Interallied Group, Inc. (formerly known as Interallied Restaurant Group, Inc.), 1 Jacqueline St. New Windsor, New York 12553 and Interallied Group of Rochester LLC...

         It is hereby witnessed and agreed this 18th day of October, 2000 by and
between Interallied Group, Inc. (formerly known as Interallied Restaurant Group,
Inc.), 0 Xxxxxxxxxx Xx. Xxx Xxxxxxx, Xxx Xxxx 00000 and Interallied Group of
Rochester LLC (hereinafter the Company) with offices c/o PF Financial Services,
Inc., 000 Xxxxx Xxxxxx, Xxx Xxxx 00000 as follows:

         Whereas, Interallied Group, Inc. has agreed to transfer its 25%
interest in Interallied Group of Rochester LLC to the Company, and

         Whereas, in consideration of said transfer the Company has agreed to
indemnify and hold harmless Interallied Group, Inc. for any and all claims,
guarantees or calls which may be or have been made at anytime prior or
subsequent to the date hereof,

         Now Therefore it is agreed as follows;

         The parties respectively ratify the transfer of Interallied Group
Inc.'s 25% interest in Interallied Group of Rochester LLC to the Company

         Interallied Group of Rochester LLC agrees to save and hold harmless
Interallied Group, Inc. and its shareholder for any claims, causes of action
which may be asserted at anytime against the Corporation or its representatives
arising out of the various business endeavors of the Corporation not limited to
but including any guarantees of payment of leases of real or personal property
and/or any obligation created by the Company's Operating Agreement, By-Laws or
Article.

         Each of the signatories hereto represents that the execution of this
agreement is made in the ordinary course of business of the entities in behalf
of which they have affixed their respective signatures.

         Each of the signatories hereto represents that this transaction has
been authorized by the respective shareholders, officers and directors of the
respective entities and that each signatories has been duly authorized to
execute this agreement by said shareholders, officers and directors.





                                              Interallied Group, Inc.

                                         By:  /s/ XXXXXXX XXXXXX
                                              ----------------------------------
                                              Xxxxxxx Xxxxxx

                                              Interallied Group of Rochester LLC

                                         By:  /s/ XXXXXX XXXXXXXX
                                              ----------------------------------
                                              Xxxxxx Xxxxxxxx