Exhibit 10.16
                      AMENDMENT TO MEMORANDUM OF AGREEMENT

         This Amendment (the "Amendment") by and between Friendly Ice Cream
Corporation ("Friendly's") and Lawrence A. Rusinko ("Mr. Rusinko"), as of
September 2, 2005 (the "Effective Date").

                                    RECITALS

         WHEREAS, Friendly's and Mr. Rusinko entered into a Memorandum of
Agreement on or about May 31, 2005 (the "Memorandum Agreement") to memorialize
certain rights and obligations of the parties with respect to Mr. Rusinko's
severance of employment from Friendly's as of May 31, 2005 (the "Separation
Date");

         WHEREAS, Section 409A of the Internal Revenue Code enacted by Congress
in October 2004 and effective as of January 1, 2005 ("Section 409A") governs the
tax treatment of nonqualified deferred compensation agreements and certain
executive employment and severance agreements;

         WHEREAS, the Department of Treasury and Internal Revenue Service issued
Notice 2005-1 (the "Notice") to provide guidance with respect to the application
of Section 409A to, inter alia, severance agreements;

         WHEREAS, in accordance with the principles set forth in the Notice,
Friendly's and Mr. Rusinko desire to amend the Memorandum Agreement as of the
Effective Date to ensure that the severance payments provided thereunder will
not be treated as nonqualified deferred compensation subject to Section 409A;
and

         WHEREAS, Article VIII of the Memorandum Agreement provides that it may
be amended by Friendly's and Mr. Rusinko.

         NOW, THEREFORE, in consideration of the mutual covenants and promises
of the parties, the receipt and sufficiency of which is hereby acknowledged, the
parties hereby agree as follows.

         1.   Article I of the Memorandum Agreement shall be amended by striking
              the text of the first paragraph and inserting the following text:

                      "Friendly's will continue to pay you semi-monthly from the
                      Separation Date until March 14, 2006 at your current base
                      rate of pay (plus executive match and automobile
                      allowance) ("SemiMonthly Payments"). On or before March
                      15, 2006, Friendly's will pay you a lump sum payment equal
                      to the semi-monthly pay you would have received between
                      March 15, 2006 and May 31, 2006, at your current base rate
                      of pay (plus executive match and automobile allowance)
                      ("Lump Sum Payment"). Both the SemiMonthly Payments and
                      the Lump Sum Payment you receive will be subject to
                      appropriate statutory deductions and such other deductions
                      normally made for employees of Friendly's."

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         2.   Except as amended hereby, the Memorandum Agreement remains in full
              force and effect and constitutes the entire agreement among the
              parties regarding the subject matter thereunder.

         IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as
of the date above written.

                                                By: /s/ L A Rusinko
                                                    ----------------------------
                                                    Lawrence A. Rusinko


                                                Friendly Ice Cream Corporation

                                                By: /s/ Gregory A. Pastore
                                                    ----------------------------
                                                    Gregory A. Pastore
                                                    Vice President


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