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                                                                  EXHIBIT 10.10

                                PROMISSORY NOTE



                                                                FEBRUARY 1, 1996
                                                            LOUISVILLE, KENTUCKY



         FOR VALUE RECEIVED, Rally's Hamburgers, Inc., a Delaware corporation
("Maker"), promises to pay to the order of GIANT GROUP, LTD., a Delaware
corporation, at 150 El Camino Drive, Suite 303, Beverly Hills, California 90212
("Payee"), or at such other place as may be designated by Payee, the principal
sum of Two Million Dollars ($2,000,000.00), or such lesser amount as may be
advanced hereunder, together with interest on the unpaid principal balance
hereof from time to time outstanding at the Reference Rate (as hereinafter
defined) in effect from time to time, in lawful money of the United States.  As
used herein, the term "Reference Rate" shall mean and refer to the highest
publicly announced "reference" rate of interest of Bank of America National
Trust and Savings Association ("Bank of America") (or if such practice of
publicly announcing a "reference rate" is discontinued by Bank of America, the
highest rate of interest charged by Bank of America for commercial loans of
short term maturities to its most credit-worthy large corporate borrowers).
Each change in the Reference Rate shall change the rate at which interest
accrues hereunder, effective as of the date of such change in the Reference
Rate.  Interest shall be calculated on the basis of a 360-day year and the
actual number of days elapsed in the period during which it accrues, in
accordance with the terms and conditions set forth below.

         Upon each advance of principal by Payee, Payee shall make a notation
of such advance onSchedule A attached hereto; provided, however, that Payee
shall not be obligated to make any further advances of principal hereunder.

         Accrued interest on this Note shall be payable monthly and shall be
due and payable on the fifth (5th) day following the end of each month.  All
outstanding principal of this Note shall be due and payable on the first
anniversary of the date hereof; provided however, that the maturity of this
Note shall automatically be extended until the next anniversary one or more
times unless Payee shall notify Maker of its intent not to extend the maturity
of this Note at least ninety (90) days prior to the applicable anniversary of
the date hereof.

         If any payment of principal or interest hereunder is not paid when
due:  (a) such amount shall thereafter bear interest at a per annum rate equal
to four percent (4%) above the rate otherwise applicable under this Note (the
"Default Rate"); and (b) the Payee may, on written notice to Maker, declare the
entire outstanding principal balance hereof, together with all accrued and
unpaid interest hereon (the "Acceleration Amount") shall be immediately due and
payable and the Default Rate shall thereafter apply to the entire Acceleration
Amount.
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         Unless expressly indicated to the contrary herein, all payments
received on account of this Note shall be applied first to accrued interest,
then to charges and fees payable hereunder and then to the unpaid principal
balance hereof.

         Maker and any guarantors or endorsers hereof hereby waive diligence,
presentment, protest and demand, and notice of protest, notice of demand,
notice of dishonor and notice of nonpayment of this Note, and specifically
consent to and waive notice of any renewals or extensions of this Note.  Maker
expressly waives the pleadings of any statute of limitations as a defense to
any demand hereunder against Maker.

         Notwithstanding anything in this Note to the contrary, the obligations
of Maker under this Note shall be absolute and Maker expressly and
unconditionally waives any and all rights to offset, deduct or withhold any
payments or charges due under this Note for any reason whatsoever.

         This Note may be prepaid in whole or in part at any time, at the
option of Maker, without premium or penalty.

         Notwithstanding anything to the contrary contained in this Note, no
interest shall accrue or be payable hereunder that is in excess of the maximum
amount permitted under the applicable law relating to usury.  Any interest that
is in excess of the maximum, amount permitted under the applicable law relating
to usury shall be applied to reduce the outstanding principal balance hereof
and shall be deemed to represent a prepayment of principal hereunder.

         The acceptance by any holder of this Note of any payment that is less
than the total of all amounts due and payable at the time of such payment shall
not constitute a waiver of such holder's rights or remedies at the time or at
any subsequent time, without the express written consent of such holder.

         If this Note or any part of the indebtedness represented hereby shall
not be paid as aforesaid, then the holder may place this Note or any part of
the indebtedness represented hereby in the hands of any attorney for
collection, and Maker agrees to pay, in addition to all other amounts due
hereunder, all costs of collection, including, without limitation, reasonable
attorney's fees, whether or not suit be brought.

         This Note may be changed, modified or discharged (other than through
payment in full) only by an agreement in writing signed by the party against
whom enforcement of any waiver, change, modification or discharge is sought.

         This Note shall be construed and enforced in accordance with, and
governed by, the laws of the State of California.





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         The times for the performance of any obligation hereunder shall be
strictly construed, time being of the essence.  Whenever any payment to be made
hereunder shall be stated to be due on a day that is not a Business Day (as
hereinafter defined), the payment shall be made on the next day succeeding
Business Day and such extension of time shall be included in the computation of
the payment of interest hereunder.  As used herein, the term "Business Day"
means any day excluding Saturday, Sunday and any day that is a legal holiday
under federal law or the laws of the State of California.

         If any provisions of this Note, or the application thereof to any
circumstance, is found to be unenforceable, invalid or illegal, such provision
shall be deemed deleted from this Note or not applicable to such circumstance,
as the case may be, and the remainder of this Note shall not be affected or
impaired thereby.

         The terms of this Note apply to, inure to the benefit of, and bind all
parties hereto, their successors and assigns.



                               RALLY'S HAMBURGERS, INC.,
                               a Delaware corporation



                               By:      MICHAEL E. FOSS
                                  ------------------------------------
                                  Name:  Michael E. Foss
                                  Title: SVP & Chief Financial Officer











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                                   SCHEDULE A

<TABLE>
<CAPTION>
         Date                     Principal Amount Advanced                  Principal Balance
         ----                     -------------------------                  -----------------
<S>                                        <C>                               <C>
February 1, 1996                           $1,600,000.00                     $1,600,000.00
</TABLE>




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