0000950134-02-007229 Sample Contracts

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EXHIBIT 1.1 2,000,000 SHARES TOTAL ENTERTAINMENT RESTAURANT CORP. COMMON STOCK $0.01 PAR VALUE UNDERWRITING AGREEMENT DATED ____________________ TABLE OF CONTENTS
Underwriting Agreement • June 14th, 2002 • Total Entertainment Restaurant Corp • Retail-eating places • New York

, 19 ------------- -- Thomas Weisel Partners LLC [Name of Other Representative] As Representatives of the several Underwriters c/o Thomas Weisel Partners LLC One Montgomery Street, Suite 3700 San Francisco, California 94104 Ladies and Gentlemen: Introduction. Total Entertainment Restaurant Corp., a Delaware corporation (the "COMPANY"), proposes to issue and sell to the several underwriters named in Schedule A hereto (the "UNDERWRITERS"), and certain stockholders of the Company (the "SELLING STOCKHOLDERS") named in Schedule B hereto severally propose to sell to the several Underwriters, an aggregate of 2,000,000 shares of the common stock, par value $0.01 per share, of the Company (the "FIRM SHARES"), of which 1,450,000 shares are to be issued and sold by the Company and 550,000 shares are to be sold by the Selling Stockholders, with each Selling Stockholder selling the number of shares set forth opposite such Selling Stockholder's name in Schedule B hereto. The Company also proposes to

RECITALS
Employment Agreement • June 14th, 2002 • Total Entertainment Restaurant Corp • Retail-eating places
LOAN AGREEMENT
Loan Agreement • June 14th, 2002 • Total Entertainment Restaurant Corp • Retail-eating places • Kansas
RECITALS:
Bookkeeping Services Agreement • June 14th, 2002 • Total Entertainment Restaurant Corp • Retail-eating places • Kansas
EXHIBIT 99.2.1 [F & H RESTAURANT CORP. LETTERHEAD] February 28, 2002 Franchise Services Company, LLC 2424 N. Woodlawn Wichita, Kansas RE: Bookkeeping Services Agreement / March 1,1999 to February 28, 2002 Gentlemen: The parties to the Bookkeeping...
Total Entertainment Restaurant Corp • June 14th, 2002 • Retail-eating places

The parties to the Bookkeeping Services Agreement referenced above mutually agree to extend the term of the agreement for three years at the expiration of the current term on February 28, 2002, under the same terms and conditions. THE EXTENDED TERM SHALL COMMENCE ON MARCH 1, 2002 AND EXTEND THROUGH FEBRUARY 28, 2005.

June 14, 2002
Total Entertainment Restaurant Corp • June 14th, 2002 • Retail-eating places
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