AGREEMENT TO PURCHASE STOCK

EXHIBIT 10(g)

AGREEMENT TO PURCHASE STOCK

AGREEMENT made this      day of                     , 1988, between FRISCH HAMILTON WEST, INC., an Ohio corporation (hereinafter called the “Corporation”), PAMELA H. FITZGEARLD, MELANIE H. BARLOH, JEFFREY K. HEINICHEN, DEBORAH H. WALDRIP, AMY H. HEINICHEN AND BRUCE G. HEINICHEN (hereinafter called “Shareholder” or “Shareholders”), and FRISCH’S RESTAURANTS, INC., an Ohio corporation (hereinafter called “Frisch”).

WHEREAS, the Shareholders are the holders of all the issued and outstanding shares of the Corporation (the “Shares”). The term “Shares” shall also include Voting Trust Certificates which evidence beneficial ownership of Shares.

WHEREAS, the Shareholders desire to promote their mutual interests and the interest of the Corporation by imposing certain restrictions and obligations on themselves, the Corporation, and the Shares.

IT IS, THEREFORE, AGREED:

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The purchase price shall be an amount equal to the book value of said Shares determined by the Corporation’s accountants based upon generally accepted accounting principles consistently applied and determined as of the end of the month immediately prior to the closing.

The full purchase price shall be evidenced by the Corporation’s promissory note which shall be amortized by quarterly payments commencing with the next normal distrubution to Shareholders after the closing. Each payment shall be an amount equal to: the Corporation’s estimated earnings for such quarter (computed without reduction for any interest expense paid or accrued on account of promissory notes arising out of the purchase of Shares by the Corporation); multiplied by a fraction a/b where “a” is the number of Shares purchased and “b” is the sum of the number of Shares issued and outstanding plus the number of Shares purchased by the Corporation for which promissory notes are still outstanding. The final payment on said promissory note shall be made when the amount available for payment (as described above) equals or exceeds the remaining principal amount of the

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note plus accrued and unpaid interest. The final payment shall be equal to the balance on the note then due. In no event shall the payments on the promissory note for any year be less than the interest due and payable on such note.

Interest on the unpaid principal amount shall be paid at the minimum quarterly treasury rate as set forth in Sections 1272-1274 of the Internal Revenue Code, or as such may be subsequently amended.

The principal upon such promissory note may be prepaid in whole or in part at any time without penalty.

The amount of cash distributed to the remaining Shareholders of the Corporation during any quarter in which one or more promissory notes are outstanding, shall not exceed the estimated earnings for such quarter, reduced by the principal and interest payments made for the quarter in payment of the promissory notes.

Upon the death of the last remaining Shareholder, his/her estate shall be obligated to sell all of such Shares of stock in the Corporation to Frisch and Frisch shall be obigated to purchase all of such Shares for cash on the same formula as set forth in Paragraph 4 hereof. The closing shall take place

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within thirty (30) days of the appointment of the personal representative, but in no event more than ninety (90) days from the date of death.

Should Frisch, nor any successor thereto, be in existence at such time, the restrictions placed upon the remaining Shareholder or his/her estate shall terminate and the remaining Shareholder or his/her estate shall be free to transfer such Shares to any other party.

“The Shares represented by this certificate are subject to, and are transferable only on compliance with an Agreement dated             , 1988, among the Corporation, its Shareholders and Frisch’s Restaurants, Inc., a copy of which is on file with the office of the Secretary of the Corporation.”

After endorsement, the certificates shall be returned to the Shareholders, who shall, subject to the terms of this Agreement, be entitled to exercise all rights of ownership of such Shares. All Shares of the corporation hereafter issued to any of the Shareholders shall bear the same endorsement.

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remedy at law and such persons shall not urge in any action or proceeding the claim or defense that in any such action or procedure the claim or defense that in any such action or procedure the claim or defense that such remedy at law exists.

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IN WITNESS WHEREOF, the parties have signed this agreement on the     19th     day of February, 1988

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