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Exhibit 4(a)



                               FIRST AMENDMENT TO
                     STOCK PURCHASE AND STANDSTILL AGREEMENT

         This FIRST AMENDMENT TO STOCK PURCHASE AND STANDSTILL AGREEMENT (the
"Amendment"), dated as of August 11, 2003, among Solidus Company (formerly known
as Solidus, LLC), a Tennessee general partnership (the "Purchaser"), and J.
Alexander's Corporation, a Tennessee corporation (the "Company"). All
capitalized terms not defined herein shall have the meanings ascribed to such
terms in the Stock Purchase and Standstill Agreement, dated as of March 22,
1999, among the Company and the Purchaser (the "Agreement").

         WHEREAS, the parties hereto are parties to the Agreement;

         WHEREAS, pursuant to the Agreement, the Purchaser agreed not to sell,
transfer or otherwise dispose of the securities described on Schedule A hereto
(the "Securities"); and

         WHEREAS, in connection with the Loan Agreement between the Purchaser
and AmSouth Bank, N.A. (the "Bank") dated August 11, 2003 (the "Credit
Agreement"), the Company and the Purchaser desire to amend certain provisions of
the Agreement to allow the Purchaser to pledge the Securities as collateral
security for the payment and performance of the Purchaser's obligations under
the Credit Agreement on the terms and conditions set forth herein;

         NOW, THEREFORE, in consideration of the mutual covenants contained in
this Amendment and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, and intending to be legally bound,
the parties hereby agree as follows:

         1.       The provisions of Article II, Section 4 of the Agreement will
                  not apply to any pledge of the Securities by the Purchaser in
                  order to secure the payment and performance of the obligations
                  of the Purchaser under the terms of the Credit Agreement,
                  provided that, if the Purchaser defaults on its obligations
                  under the Credit Agreement:

                  a.       The Bank shall first sell the collateral described on
                           Schedule B hereto (the "Other Collateral") to satisfy
                           the payment and performance of the Purchaser's
                           obligations under the Credit Agreement.

                  b.       If the proceeds from the sale of the Other Collateral
                           do not satisfy the payment and performance of the
                           Purchaser's obligations to the Bank under the Credit
                           Agreement, the Bank shall give the Company written
                           notice setting forth the amount of the Securities to
                           be sold and the price at which the Bank proposes to
                           sell the Securities (the "Notice"). The Company shall
                           have the exclusive right during the first 30 days
                           following receipt of such Notice to elect to purchase
                           all or any portion of the Securities proposed to be
                           sold at the price specified. If the Company does not
                           exercise its right to purchase any portion of the
                           Securities described in the Notice, the Bank may sell
                           such portion of the Securities described in the
                           Notice on terms no more favorable than the terms
                           stated in the Notice. If the Bank does not exercise
                           its right to sell the


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                           Securities within 50 days after the expiration of the
                           Company's 30 day period, the Bank may not thereafter
                           sell the Securities without again complying with the
                           provisions of Paragraph 1.

                  c.       If the Purchaser sells any of the Other Collateral,
                           the proceeds from the sale of the Other Collateral
                           shall be used to permanently reduce amounts
                           outstanding under the Credit Agreement and amounts
                           available for borrowing under the Credit Agreement on
                           a dollar for dollar basis.

         2.       Except as expressly stated herein, all other portions of the
                  Agreement remain in full force and effect.

         3.       The Amendment may not be assigned by any party hereto.

         4.       This Amendment may be executed in counterparts and each such
                  counterpart shall be deemed to be an original instrument.

         5.       This Amendment, including the exhibits and other documents
                  referred to herein or delivered pursuant hereto, contains the
                  entire understanding of the parties with respect to its
                  subject matter. This Amendment supersedes all prior agreements
                  and understandings between the parties with respect to its
                  subject matter.

         6.       This Amendment shall be governed by and construed in
                  accordance with the laws of the State of Tennessee.

                  [Remainder of Page Intentionally Left Blank]



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         IN WITNESS WHEREOF, the undersigned have executed and delivered this
Amendment as of the date first written above.


                                       SOLIDUS COMPANY

                                       By: /s/ E. Townes Duncan
                                           ----------------------------------
                                       Name: E. Townes Duncan
                                       Title:  Managing Partner


                                       J. ALEXANDER'S CORPORATION

                                       By: /s/ Lonnie J. Stout, II
                                           ----------------------------------
                                       Name: Lonnie J. Stout, II
                                       Title: President and Chief Executive
                                              Officer



         AmSouth Bank, N.A. hereby joins in the execution of this Amendment for
the purposes of consenting to and agreeing to be bound by Paragraph 1 of the
Amendment.

                                       AMSOUTH BANK, N.A.

                                       By: /s/ F. Lee Blank
                                           -----------------------------------
                                       Name: F. Lee Blank
                                             ---------------------------------
                                       Title: Senior Vice President
                                              --------------------------------


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                                   SCHEDULE A

                                   SECURITIES

1,747,846 shares of the Company's common stock, par value $.05 per share.