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                                                                    EXHIBIT 10.1

                            SALE-LEASEBACK AGREEMENT

        THIS SALE-LEASEBACK AGREEMENT (this "Agreement") is made as of December
23, 1999, by and between FFCA ACQUISITION CORPORATION, a Delaware corporation
("Buyer"), whose address is 17207 North Perimeter Drive, Scottsdale, Arizona
85255 and CHECKERS DRIVE-IN RESTAURANTS, INC., a Delaware corporation
("Seller"), whose address is Building One, 14225 49th Street North, Clearwater,
Florida 33762.

                             PRELIMINARY STATEMENT:

        Unless otherwise expressly provided herein, all defined terms used in
this Agreement shall have the meanings set forth in Section 1. Seller owns each
of the Premises. Buyer desires to purchase the Premises and lease the Premises
to Seller pursuant to the Lease.

                                   AGREEMENT:

        In consideration of the mutual covenants and provisions of this
Agreement, the parties agree as follows:

        1.      Definitions. The following terms shall have the following
meanings for all purposes of this Agreement:

        "Affiliate" means any person or entity which directly or indirectly
controls, is under common control with, or is controlled by any other person or
entity. For purposes of this definition, "controls", "under common control with"
and "controlled by" means the possession, directly or indirectly, of the power
to direct or cause the direction of the management and policies of such person
or entity, whether through ownership of voting securities or otherwise.

        "Buyer Entities" means, collectively, Buyer, Franchise Finance and any
Affiliate of Buyer or Franchise Finance.

        "Closing" shall have the meaning set forth in Section 5.

        "Closing Date" means the date specified as the closing date in
Section 5.

        "Code" means the United States Bankruptcy Code, 11 U.S.C. Sec. 101 et
seq., as amended.

        "Commitment" means that certain Commitment Letter dated September 16,
1999 between Buyer and Seller with respect to the transaction described in this
Agreement, and any amendments or supplements thereto.

        "Counsel" means one or more legal counsel to Seller licensed in the
state(s) in which (i) the Premises are located and (ii) Seller maintains its
chief executive office, as selected by Seller, and approved by Buyer.

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        "De Minimis Amounts" shall mean, with respect to any given level of
Hazardous Materials, that level or quantity of Hazardous Materials in any form
or combination of forms which does not constitute a violation of any
Environmental Laws and is customarily employed in, or associated with, similar
businesses located in the states in which the Premises are located.

        "Environmental Condition" means any condition with respect to soil,
surface waters, groundwaters, land, stream sediments, surface or subsurface
strata, ambient air and any environmental medium comprising or surrounding any
of the Premises, whether or not yet discovered, which could or does result in
any damage, loss, cost, expense, claim, demand, order or liability to or against
Seller or Buyer by any third party (including, without limitation, any
Governmental Authority), including, without limitation, any condition resulting
from the operation of Seller's business and/or the operation of the business of
any other property owner or operator in the vicinity of any of the Premises
and/or any activity or operation formerly conducted by any person or entity on
or off any of the Premises.

        "Environmental Insurer" means such environmental insurance company as
Buyer may select in its sole discretion.

        "Environmental Laws" means any present and future federal, state and
local laws, statutes, ordinances, rules, regulations and the like, as well as
common law, relating to protection of human health or the environment, relating
to Hazardous Materials, relating to liability for or costs of Remediation or
prevention of Releases or relating to liability for or costs of other actual or
threatened danger to human health or the environment. "Environmental Laws"
includes, but is not limited to, the following statutes, as amended, any
successor thereto, and any regulations promulgated pursuant thereto, and any
state or local statutes, ordinances, rules, regulations and the like addressing
similar issues: the Comprehensive Environmental Response, Compensation and
Liability Act; the Emergency Planning and Community Right-to-Know Act; the
Hazardous Materials Transportation Act; the Resource Conservation and Recovery
Act (including but not limited to Subtitle I relating to underground storage
tanks); the Solid Waste Disposal Act; the Clean Water Act; the Clean Air Act;
the Toxic Substances Control Act; the Safe Drinking Water Act; the Occupational
Safety and Health Act; the Federal Water Pollution Control Act; the Federal
Insecticide, Fungicide and Rodenticide Act; the Endangered Species Act; the
National Environmental Policy Act; and the River and Harbors Appropriation Act.
"Environmental Laws" also includes, but is not limited to, any present and
future federal, state and local laws, statutes, ordinances, rules, regulations
and the like, as well as common law: conditioning transfer of property upon a
negative declaration or other approval of a Governmental Authority of the
environmental condition of the property; requiring notification or disclosure of
Releases or other environmental condition of any of the Premises to any
Governmental Authority or other person or entity, whether or not in connection
with transfer of title to or interest in property; imposing conditions or
requirements in connection with permits or other authorization for lawful
activity; relating to nuisance, trespass or other causes of action related to
any of the Premises; and relating to wrongful death, personal injury; or
property or other damage in connection with any physical condition or use of any
of the Premises.

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        "Environmental Policy" or "Environmental Policies" means that certain
environmental insurance policy or policies, as applicable, issued by
Environmental Insurer to Buyer with respect to the Premises, which Environmental
Policy shall be in form and substance satisfactory to Buyer in its sole
discretion.

        "Event of Default" has the meaning set forth in Section 12.

        "Fee" has the meaning set forth in Section 4.

        "Franchise Finance" means Franchise Finance Corporation of America, a
Delaware corporation, and its successors.

        "Governmental Authority" means any governmental authority, agency,
department, commission, bureau, board, instrumentality, court or
quasi-governmental authority of the United States, the states in which the
Premises are located or any political subdivision thereof.

        "Hazardous Materials" means (a) any toxic substance or hazardous waste,
substance, solid waste or related material, or any pollutant or contaminant; (b)
radon gas, asbestos in any form which is or could become friable, urea
formaldehyde foam insulation, transformers or other equipment which contains
dielectric fluid containing levels of polychlorinated biphenyls in excess of
federal, state or local safety guidelines, whichever are more stringent, or any
petroleum product; (c) any substance, gas, material or chemical which is or may
be defined as or included in the definition of "hazardous substances," "toxic
substances," "hazardous materials," "hazardous wastes" or words of similar
import under any Environmental Laws; and (d) any other chemical, material, gas
or substance the exposure to or release of which is or may be prohibited,
limited or regulated by any Governmental Authority that asserts or may assert
jurisdiction over any of the Premises or the operations or activity at any of
the Premises, or any chemical, material, gas or substance that does or may pose
a hazard to the health and/or safety of the occupants of any of the Premises or
the owners and/or occupants of property adjacent to or surrounding any of the
Premises.

        "Indemnified Parties" has the meaning set forth in Section 14.

        "Lease" or "Leases" means the lease agreement or lease agreements, as
applicable, dated as of the date of this Agreement to be entered into by Buyer,
as lessor, and Seller, as lessee, with respect to the Premises, in the form
attached hereto as Exhibit B.

        "Memorandum" or "Memoranda" means the memorandum of lease or memoranda
of lease dated as of the date of this Agreement between Buyer, as lessor, and
Seller, as lessee, with respect to each of the Premises, or all of the Premises,
as applicable. A Memorandum will be executed and recorded in the applicable real
property records for each lease.

        "Non-Foreign Seller Certificate" means the non-foreign seller
certificate delivered by Seller prior to or on the Closing Date in form and
substance reasonably satisfactory to Buyer.

        "Other Agreements" means, collectively, all agreements and instruments
now or hereafter entered into between, among or by (1) any of the Seller
Entities, and, or for the benefit of,

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(2) any of the Buyer Entities, including, without limitation, leases, promissory
notes and guaranties; provided, however, the term "Other Agreements" shall not
include the Leases, the Memoranda and all other agreements executed pursuant to
this Agreement.

        "Permitted Exceptions" means those recorded easements, restrictions,
liens and encumbrances set forth as exceptions in the title insurance policies
issued by Title Company to Buyer and approved by Buyer in connection with this
Agreement.

        "Permitted Use" means a Rally's or Checkers restaurant, or, with Buyer's
prior written consent (which consent shall not be unreasonably withheld), any
other brand or co-brand then utilized by Seller.

        "Premises" means, collectively, the parcels of real estate described by
address, Buyer Number and Unit Number in Exhibit A attached hereto and legally
described in Exhibit A-1 attached hereto, all rights, privileges and
appurtenances associated therewith and all buildings, fixtures and other
improvements now or hereafter located thereon (whether or not affixed to such
real estate).

        "Purchase Price" means the amount specified in Section 3.

        "Questionnaires" means the environmental questionnaires completed by
Seller with respect to the Premises and submitted to Environmental Insurer in
connection with the issuance of the Environmental Policies.

        "Release" means any presence, release, deposit, discharge, emission,
leaking, spilling, seeping, migrating, injecting, pumping, pouring, emptying,
escaping, dumping, disposing or other movement of Hazardous Materials.

        "Remediation" means any response, remedial, removal, or corrective
action, any activity to cleanup, detoxify, decontaminate, contain or otherwise
remediate any Hazardous Material, any actions to prevent, cure or mitigate any
Release, any action to comply with any Environmental Laws or with any permits
issued pursuant thereto, any inspection, investigation, study, monitoring,
assessment, audit, sampling and testing, laboratory or other analysis, or any
evaluation relating to any Hazardous Materials.

        "Seller Entities" means, collectively, Seller and any Affiliate of
Seller.

        "Threatened Release" means a substantial likelihood of a Release which
requires action to prevent or mitigate damage to the soil, surface waters,
groundwaters, land, stream sediments, surface or subsurface strata, ambient air
or any other environmental medium comprising or surrounding any of the Premises
which may result from such Release.

        "Title Company" means the title insurance company described in
Section 6.

        "UCC-1 Financing Statements" means such UCC-1 Financing Statements as
Buyer shall require to be executed and delivered by Seller with respect to the
transactions contemplated by this Agreement.

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        2.      Transaction. On the terms and subject to the conditions set
                forth herein;

                (i)     Seller shall sell, or cause to be conveyed, and Buyer
        shall purchase all of the Premises; and

                (ii)    Buyer shall lease all of the Premises to Seller pursuant
        to the Leases.

        The sale and purchase of all of the Premises pursuant to this Agreement
and the lease of all of the Premises to Seller pursuant to the Leases are not
severable and shall be considered a single integrated transaction.

        3.      Purchase Price. The aggregate purchase price for all of the
Premises (the "Purchase Price") shall be $3,601,000.00. The Purchase Price shall
be paid at the Closing in cash or its equivalent subject to any prorations and
adjustments required by this Agreement.

        4.      Underwriting, Valuation and Processing Fee. Seller shall pay
Buyer a fee in the amount of 1% of the Purchase Price (the "Fee"). The portion
of the Fee paid to Buyer at the time of Seller's execution of the Commitment was
deemed fully earned upon Buyer's receipt and is not refundable. The balance of
the Fee paid at the Closing shall be deemed fully earned upon Buyer's receipt
and will be nonrefundable at that time. The Fee constitutes Buyer's
underwriting, valuation and processing fee. In the event the transaction set
forth in this Agreement fails to close due to a breach or default by Seller
under this Agreement, Buyer shall retain the portion of the Fee paid to Buyer at
the time of Seller's execution of the Commitment (without affecting or limiting
Buyer's remedies set forth in this Agreement).

        5.      Closing Date. The purchase and sale of the Premises shall be
closed (the "Closing") within 30 days following the satisfaction of all of the
terms and conditions contained herein, but in no event shall the date of the
Closing be extended beyond December 22, 1999 (the "Closing Date"), and any such
extension shall not be effective unless approved by Buyer in its sole
discretion.

        6.      Closing. Buyer has ordered a title insurance commitments for
each of the Premises from Fidelity Title Insurance Company ("Title Company").
Prior to the Closing Date, the parties hereto shall deposit with Title Company
all documents and moneys necessary to comply with their obligations under this
Agreement. Title Company shall not cause the transaction to close unless and
until it has received written instructions from Buyer to do so. All costs and
expenses of such transaction shall be borne by Seller, including, without
limitation, the cost of title insurance and all endorsements required by Buyer,
UCC and litigation search charges, the attorneys' fees of Seller, attorneys'
fees of Buyer, the cost of the Environmental Policies, survey charges, Buyer's
in-house site inspection costs and fees, stamp taxes, transfer, taxes and fees
and escrow and recording fees. All real and personal property and other
applicable taxes and assessments and other charges relating to any of the
Premises which are due and payable on or prior to the Closing Date, as well as
such taxes and assessments due and payable subsequent to the Closing Date but
which Title Company requires to be paid at Closing as a condition to the
issuance of the title insurance policy described in Section 11.D, shall be paid
by Seller at or prior to the Closing; and all other taxes and assessments shall
be paid by

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Seller in its capacity as lessee under the Lease in accordance with the terms of
the Lease. The Closing documents shall be dated as of the Closing Date.

        Seller and Buyer hereby employ Title Company to act as escrow agent in
connection with this transaction. Seller and Buyer will deliver to Title Company
all documents, pay to Title Company all sums and do or cause to be done all
other things necessary or required by this Agreement, in the reasonable judgment
of Title Company, to enable Title Company to comply herewith and to enable any
title insurance policy provided for herein to be issued. Title Company is
authorized to pay, from any funds held by it for Buyer's or Seller's respective
credit all amounts necessary to procure the delivery of such documents and to
pay, on behalf of Buyer and Seller, all charges and obligations payable by them,
respectively. Seller will pay all charges payable by it to Title Company. Title
Company is authorized, in the event any conflicting demand is made upon it
concerning these instructions or the escrow, at its election, to hold any
documents and/or funds deposited hereunder until an action shall be brought in a
court of competent jurisdiction to determine the rights of Seller and Buyer or
to interplead such documents and/or funds in an action brought in any such
court. Deposit by Title Company of such documents and funds, after deducting
therefrom its charges and its expenses and attorneys' fees incurred in
connection with any such court action, shall relieve Title Company of all
further liability and responsibility for such documents and funds. Title
Company's receipt of this Agreement and opening of an escrow pursuant to this
Agreement shall be deemed to constitute conclusive evidence of Title Company's
agreement to be bound by the terms and conditions of this Agreement pertaining
to Title Company. Disbursement of any funds shall be made by check, certified
check or wire transfer, as directed by Buyer. Title Company shall be under no
obligation to disburse any funds represented by check or draft, and no check or
draft shall be payment to Title Company in compliance with any of the
requirements hereof, until it is advised by the bank in which such check or
draft is deposited that such check or draft has been honored. Title Company is
authorized to act upon any statement furnished by the holder or payee, or a
collection agent for the holder or payee, of any lien on or charge or assessment
in connection with the Premises, concerning the amount of such charge or
assessment or the amount secured by such lien without liability or
responsibility for the accuracy of such statement. The employment of Title
Company as escrow agent shall not affect any rights of subrogation under the
terms of any title insurance policy issued pursuant to the provisions thereof.

        7.      Representations and Warranties of Buyer. The representations and
warranties of Buyer contained in this Section are being made by Buyer as of the
date of this Agreement and the Closing Date to induce Seller to enter into this
Agreement and consummate the transactions contemplated herein, and Seller has
relied, and will continue to rely, upon such representations and warranties from
and after the execution of this Agreement and the Closing. Buyer represents and
warrants to Seller as follows:

                A.      Organization of Buyer. Buyer has been duly formed, is
        validly existing and has taken all necessary action to authorize the
        execution, delivery and performance by Buyer of this Agreement.

                B.      Authority of Buyer. The person who has executed this
        Agreement on behalf of Buyer is duly authorized so to do.

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                C.      Enforceability. Upon execution by Buyer, this Agreement
        shall constitute the legal, valid and binding obligation of Buyer,
        enforceable against Buyer in accordance with its terms.

        All representations and warranties of Buyer shall survive the Closing.

        8.      Representations and Warranties of Seller. The representations
and warranties of Seller contained in this Section are being made as of the date
of this Agreement and the Closing Date to induce Buyer to enter into this
Agreement and consummate the transactions contemplated herein, and Buyer has
relied, and will continue to rely, upon such representations and warranties from
and after the execution of this Agreement and the Closing. Seller represents and
warrants to Buyer as follows:

                A.      Information and Financial Statements. Seller has
        delivered to Buyer financial statements (either audited financial
        statements or, if Seller does not have audited financial statements,
        certified financial statements) and certain other information concerning
        itself, which financial statements and other information are true,
        correct and complete in all material respects; and no material adverse
        change has occurred with respect to any such financial statements and
        other information provided to Buyer since the date such financial
        statements and other information were prepared or delivered to Buyer.
        Seller understands that Buyer is relying upon such financial statements
        and information and Seller represents that such reliance is reasonable.
        All such financial statements were prepared in accordance with generally
        accepted accounting principles consistently applied and accurately
        reflect, as of the date of this Agreement and the Closing Date, the
        financial condition of each individual or entity to which they pertain.

                B.      Organization and Authority of Seller. (i) Seller is duly
        organized or formed, validly existing and in good standing under the
        laws of its state of incorporation, and qualified as a foreign
        corporation to do business in any jurisdiction where such qualification
        is required. All necessary corporate action has been taken to authorize
        the execution, delivery and performance of this Agreement and of the
        other documents, instruments and agreements provided for herein.

                (ii)    The persons who have executed this Agreement on behalf
        of Seller are duly authorized so to do.

                C.      Enforceability of Documents. Upon execution by Seller,
        this Agreement and the other documents, instruments and agreements to be
        executed in connection with this Agreement, shall constitute the legal,
        valid and binding obligations of Seller, enforceable against Seller in
        accordance with their respective terms.

                D.      Litigation. Except as set forth on the attached Schedule
        I, there are no suits, actions, proceedings or investigations pending or
        threatened against or involving Seller, or any of the Premises before
        any Governmental Authority which might reasonably result in any material
        adverse change in the contemplated business, condition, worth or
        operations of Seller, or any of the Premises.

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                E.      Absence of Breaches or Defaults. Seller is not, and the
        authorization, execution, delivery and performance of this Agreement and
        the documents, instruments and agreements provided for herein will not
        result, in any breach or default under any other document, instrument or
        agreement to which Seller is a party or by which Seller, the Premises or
        any of the property of Seller is subject or bound. The authorization,
        execution, delivery and performance of this Agreement and the documents,
        instruments and agreements provided for herein will not violate any
        applicable law, statute, regulation, rule, ordinance, code, rule or
        order.

                F.      Utilities. Each of the Premises is served by ample
        public utilities to permit full utilization of each of the Premises as a
        Permitted Use and all utility connection fees and use charges will have
        been paid in full.

                G.      Intended Use and Zoning; Compliance With Laws. Seller
        intends to use each of the Premises solely for the operation of a
        Permitted Use, and related ingress, egress and parking, and for no other
        purposes. Such intended use will not violate any zoning or other
        governmental requirement applicable to any of the Premises. Each of the
        Premises complies in all material respects with all applicable statutes,
        regulations, rules, ordinances, codes, licenses, permits, orders and
        approvals of any governmental agencies, departments, commissions,
        bureaus, boards or instrumentalities of the United States, the states in
        which the Premises are located and all political subdivisions thereof,
        including, without limitation, all health, building, fire, safety and
        other codes, ordinances and requirements, all applicable standards of
        the National Board of Fire Underwriters and the Americans With
        Disabilities Act of 1990 and all policies or rules of common law, in
        each case, as amended, and any judicial or administrative interpretation
        thereof, including any judicial order, consent, decree or judgment
        applicable to Seller.

                H.      Area Development; Wetlands. No condemnation or eminent
        domain proceedings affecting any of the Premises have been commenced or,
        to the best of Seller's knowledge, are contemplated. To the best of
        Seller's knowledge, the area where each of the Premises is located has
        not been declared blighted by any Governmental Authority, and none of
        the Premises and/or the real property bordering any of the Premises is
        designated by any Governmental Authority as wetlands.

                I.      Licenses and Permits; Access. Seller has all required
        licenses and permits, both governmental and private, to use and operate
        each of the Premises as a Permitted Use. There are adequate rights of
        access to public roads and ways available to each of the Premises to
        permit full utilization of each of the Premises as a Permitted Use and
        all such public roads and ways have been completed and dedicated to
        public use.

                J.      Condition of Premises. Each of the Premises, including
        the equipment located thereon, is of good workmanship and materials,
        fully equipped and operational, in good condition and repair, free from
        structural defects, clean, orderly and sanitary, safe, well lit,
        landscaped, decorated, attractive and well maintained.

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                K.      Environmental. Seller is fully familiar with the present
        use of each of the Premises, and, after due inquiry, Seller has become
        generally familiar with the prior uses of each of the Premises. No
        Hazardous Materials have been used, handled, manufactured, generated,
        produced, stored, treated, processed, transferred or disposed of at or
        on any of the Premises, except in De Minimis Amounts and in compliance
        with all applicable Environmental Laws, and no Release or Threatened
        Release has occurred at or on any of the Premises. The activities,
        operations and business undertaken on, at or about each of the Premises,
        including, but not limited to, any past or ongoing alterations or
        improvements at each of the Premises, are and have been at all times, in
        compliance with all Environmental Laws. No further action is required to
        remedy any Environmental Condition or violation of, or to be in full
        compliance with, any Environmental Laws, and no lien has been imposed on
        any of the Premises in any federal, state or local Governmental
        Authority in connection with any Environmental Condition, the violation
        or threatened violation of any Environmental Laws or the presence of any
        Hazardous Materials on or off any of the Premises.

                There is no pending or threatened litigation or proceeding
        before any Governmental Authority in which any person or entity alleges
        the violation or threatened violation of any Environmental Laws or the
        presence, Release, Threatened Release or placement on or at any of the
        Premises of any Hazardous Materials, or of any facts which would give
        rise to any such action, nor has Seller (a) received any notice (and
        Seller has no actual or constructive knowledge) that any Governmental
        Authority or any employee or agent thereof has determined, threatens to
        determine or requires an investigation to determine that there has been
        a violation of any Environmental Laws at, on or in connection with any
        of the Premises or that there exists a presence, Release, Threatened
        Release or placement of any Hazardous Materials on or at any of the
        Premises, or the use, handling, manufacturing, generation, production,
        storage, treatment, processing, transportation or disposal of any
        Hazardous Materials at or on any of the Premises; (b) received any
        notice under the citizen suit provision of any Environmental Law in
        connection with any of the Premises or any facilities, operations or
        activities conducted thereon, or any business conducted in connection
        therewith; or (c) received any request for inspection, request for
        information, notice, demand, administrative inquiry or any formal or
        informal complaint or claim with respect to or in connection with the
        violation or threatened violation of any Environmental Laws or existence
        of Hazardous Materials relating to any of the Premises or any
        facilities, operations or activities conducted thereon or any business
        conducted in connection therewith.

                The information and disclosures in the Questionnaires are true,
        correct and complete in all material respects, Buyer and Environmental
        Insurer may rely on such information and disclosures, and the person or
        persons executing the Questionnaires were duly authorized to do so.
        Seller acknowledges and agrees that Environmental Insurer may rely on
        the environmental representations and warranties set forth in this
        subsection K, that Environmental Insurer is an intended third-party
        beneficiary of such representations and warranties and that
        Environmental Insurer shall have all rights and remedies available at
        law or in equity as a result of a breach of such representations and
        warranties, including, to the extent applicable, the right of
        subrogation.

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                L.      Title to Premises. Title to each of the Premises is
        vested in Seller or in a subsidiary, predecessor or affiliate
        corporation of Seller. Upon Closing, title to each of the Premises shall
        be vested in Buyer, free and clear of all liens, encumbrances, charges
        and security interests of any nature whatsoever, except the Permitted
        Exceptions.

                M.      No Other Agreements and Options. Neither Seller nor any
        of the Premises is subject to any commitment, obligation, or agreement,
        including, without limitation, any right of first refusal, option to
        purchase or lease granted to a third party, which could or would prevent
        Seller from completing or impair Seller's ability to complete the sale
        of any of the Premises under this Agreement or which would bind Buyer
        subsequent to consummation of the transaction contemplated by this
        Agreement.

                N.      No Mechanics' Liens. There are no outstanding accounts
        payable, mechanics' liens, or rights to claim a mechanics' lien in favor
        of any materialman, laborer, or any other person or entity in connection
        with labor or materials furnished to or performed on any portion of any
        of the Premises; no work has been performed or is in progress nor have
        materials been supplied to any of the Premises or agreements entered
        into for work to be performed or materials to be supplied to any of the
        Premises prior to the date hereof, which will not have been fully paid
        for on or before the Closing Date or which might provide the basis for
        the filing of such liens against any of the Premises or any portion
        thereof; Seller shall be responsible for any and all claims for
        mechanics' liens and accounts payable that have arisen or may
        subsequently arise due to agreements entered into for and/or any work
        performed on, or materials supplied to any of the Premises prior to the
        Closing Date; and Seller shall and does hereby agree to defend,
        indemnify and forever hold Buyer and Buyer's designees harmless from and
        against any and all such mechanics' lien claims, accounts payable or
        other commitments relating to any of the Premises.

                O.      No Reliance. Seller acknowledges that Buyer did not
        prepare or assist in the preparation of any of the projected financial
        information used by Seller in analyzing the economic viability and
        feasibility of the transaction contemplated by this Agreement and that
        Seller has not relied on any report or statement by Buyer in entering
        into this Agreement. Furthermore, Seller acknowledges that it has not
        relied upon, nor may it hereafter rely upon, the analysis undertaken by
        Buyer in determining the Purchase Price, and such analysis will not be
        made available to Seller.

        All representations and warranties of Seller made in this Agreement
shall survive the Closing.

        9.      Covenant and Agreement of Seller. From the date of the
Commitment through the Closing Date, Seller shall, at all reasonable times, (i)
provide Buyer and Buyer's officers, employees, agents, advisors, attorneys,
accountants, architects, and engineers with access to each of the Premises, all
drawings, plans, and specifications for each of the Premises in possession of
Seller, all engineering reports relating to each of the Premises in the
possession of Seller, the files and correspondence relating to each of the
Premises, and the financial books and records, including lists of delinquencies,
relating to the ownership, operation, and maintenance of each of

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the Premises, and (ii) allow such persons to make such inspections, tests,
copies, and verifications as Buyer considers necessary.

        10.     Transaction Characterization. A. It is the intent of the parties
that the conveyance of each of the Premises to Buyer be an absolute conveyance
in effect as well as form, and the instruments of conveyance to be delivered at
Closing are not intended to serve or operate as a mortgage, equitable mortgage,
deed of trust, security agreement, trust conveyance or financing or trust
arrangement of any kind, nor as a preference or fraudulent conveyance against
any creditors of Seller. After the execution and delivery of the general
warranty deed described in Section 11, Seller will have no legal or equitable
interest or any other claim or interest in any of the Premises other than as set
forth in the Leases. Furthermore, the parties intend for each Lease to be a true
lease and not a transaction creating a financing lease, capital lease, equitable
mortgage, mortgage, deed of trust, security interest or other financing
arrangement, and the economic realities of each Lease are those of a true lease.
Notwithstanding the existence of the Leases, neither party shall contest the
validity, enforceability or characterization of the sale and purchase of each of
the Premises by Buyer pursuant to this Agreement as an absolute conveyance, and
both parties shall support the intent expressed herein that the purchase of each
of the Premises by Buyer pursuant to this Agreement provides for an absolute
conveyance and does not create a joint venture, partnership, equitable mortgage,
trust, financing device or arrangement, security interest or the like, if, and
to the extent that, any challenge occurs.

        B.      This Agreement is a contract to extend a financial accommodation
(as such term is used in the Code) for the benefit of Seller and may not be
assumed over the objection of Buyer in the event Seller becomes a debtor or
debtor in possession in any bankruptcy proceeding. The financial accommodation
made through this Agreement is Buyer's acquisition of each of the Premises for
the purpose of leasing each of the Premises to Seller pursuant to a true lease.
The preceding expressions of intent are a material inducement to Buyer entering
into this Agreement, the Leases, the Memoranda and the other documents
contemplated hereby.

        11.     Conditions of Closing. The obligation of Buyer to consummate the
transaction contemplated by this Agreement is subject to the fulfillment or
waiver of each of the following conditions:

                A.      Title; Assignment of Representations and Warranties.
        Seller shall convey, or cause to be conveyed, each of the Premises to
        Buyer by special warranty deeds or equivalent, free of all liens,
        encumbrances, restrictions, encroachments and easements, except the
        Permitted Exceptions. If Buyer acquires any of the Premises from a
        person or entity other than Seller, Seller shall, at Buyer's election,
        assign to Buyer by an assignment satisfactory in form and substance to
        Buyer (including, without limitation, all required consents) all
        representations, warranties, covenants, indemnities and agreements made
        by such person or entity to Seller under the agreement pursuant to which
        Seller shall cause such Premises to be conveyed to Buyer.

                B.      Condition of Premises; Approval by Buyer. Buyer shall
        have inspected and approved each of the Premises, and each of the
        Premises shall be in good condition and repair, of good workmanship and
        materials, fully equipped and operational, clean,

                                       11

<PAGE>

        orderly, sanitary, safe, well-lit, landscaped, decorated, attractive and
        with a suitable layout, physical plant, traffic pattern and location all
        as determined by Buyer in its sole discretion.

                G.      Evidence of Title. Buyer shall have received a
        preliminary title report and irrevocable commitment to insure title by
        means of an ALTA extended coverage policy of title insurance (or its
        equivalent, in the event such form is not issued in any jurisdiction
        where the Premises are located) issued by Title Company showing good and
        marketable title in Seller, committing to insure Buyer's fee simple
        ownership in each of the Premises subject only to Permitted Exceptions
        and containing such endorsements as Buyer may require.

                D.      Survey; Flood Hazard. Buyer shall have received a
        current ALTA survey of each of the Premises, the form and substance of
        which shall be satisfactory to Buyer in its sole discretion. Seller
        shall have provided Buyer with evidence satisfactory to Buyer that the
        location of each of the Premises is not within the 100-year flood plain
        or identified as a Special Flood Hazard Area by the Federal Emergency
        Management Agency, or if any of the Premises is in such a Special Flood
        Hazard Area, Seller shall provide Buyer with evidence of flood insurance
        maintained on such Premises in amounts and on terms and conditions
        satisfactory to Buyer.

                E.      Environmental. Buyer shall have received an
        Environmental Policy with respect to each of the Premises.

                F.      Compliance With Representations, Warranties and
        Covenants. (i) All obligations of Seller under this Agreement shall have
        been fully performed and complied with, and no event shall have occurred
        or condition shall exist which would, upon the Closing Date, or, upon
        the giving of notice and/or passage of time, constitute a breach or
        default hereunder or under the Lease, or any other agreement between
        Buyer and Seller pertaining to the subject matter hereof, and no event
        shall have occurred or condition shall exist or information shall have
        been disclosed by Seller or discovered by Buyer which has had or would
        have a material adverse effect on any of the Premises or Seller, or
        Buyer's willingness to consummate the transaction contemplated by this
        Agreement, as determined by Buyer in its sole and absolute discretion.

                (ii)    Buyer shall have received such evidence satisfactory to
        Buyer in its reasonable discretion that the representations and
        warranties of Seller under this Agreement are true, correct and complete
        as of the Closing Date.

                G.      Proof of Insurance. Seller shall have delivered to Buyer
        copies of insurance policies, showing that all insurance required by the
        Leases providing coverage and limits satisfactory to Buyer are in full
        force and effect.

                H.      Availability of Funds. Buyer presently has sufficient
        funds to discharge its obligations under this Agreement. In the event
        that the transaction contemplated by this Agreement does not close on or
        before the Closing Date, Buyer does not warrant that it

                                       12

<PAGE>

        will thereafter have sufficient funds to consummate the transaction
        contemplated by this Agreement.

                I.      Opinions of Counsel to Seller. Seller shall have caused
        Counsel to prepare and deliver opinions in form and substance
        satisfactory to Buyer.

                J.      Leases and Memoranda. Seller shall have executed and
        delivered the Leases and a Memorandum for each of the Premises.

                K.      Closing Documents. On or prior to the Closing Date,
        Buyer and/or Seller, as may be appropriate, shall execute and deliver or
        cause to be executed and delivered to Title Company or Buyer, as may be
        appropriate, all documents required to be delivered by this Agreement,
        and such other documents, payments, instruments and certificates, as
        Buyer may require in form acceptable to Buyer, including, without
        limitation, the following:

                        (i)     Deeds;
                        (ii)    Leases;
                        (iii)   Memoranda of Lease;
                        (iv)    Proof of Insurance
                        (v)     Opinions of Counsel to Seller;
                        (vi)    Non-Foreign Seller Certificate; and
                        (vii)   UCC-1 Financing Statements.

Upon fulfillment or waiver of all of the above conditions, Buyer shall deposit
funds necessary to close this transaction with the Title Company and this
transaction shall close in accordance with the terms and conditions of this
Agreement.

        12.     Default and Remedies. A. Each of the following shall be deemed
an event of default by Seller (each, an "Event of Default"):

                        (i)     If any representation or warranty of Seller set
                forth in this Agreement is false in any material respect or if
                Seller renders any false statement;

                        (ii)    If Seller fails to keep or perform any of the
                terms or provisions of this Agreement or if any condition
                precedent is not satisfied by Seller at or prior to the Closing
                Date;

                        (iii)   If Seller is or becomes insolvent within the
                meaning of the Code, files or notifies Buyer that it intends to
                file a petition under the Code, initiates a proceeding under any
                similar law or statute relating to bankruptcy, insolvency,
                reorganization, winding up or adjustment of debts (collectively,
                an "Action"), becomes the subject of either a petition under the
                Code or an Action, or is not generally paying its debts as the
                same become due;

                        (iv)    If there is an "Event of Default" under any of
                the Leases after passage of all applicable notice and cure or
                grace periods; or

                                       13

<PAGE>

                        (v)     If there is a breach or default, after the
                passage of all applicable notice and cure or grace periods,
                under any Other Agreement.

                B.      In the event of any Event of Default, Buyer shall be
        entitled to exercise, at its option, concurrently, successively or in
        any combination, all remedies available at law or in equity, including
        without limitation any one or more of the following:

                        (i)     To terminate this Agreement by giving written
                notice to Seller in which case neither party shall have any
                further obligation or liability, except such liabilities as
                Seller may have for such breach or default;

                        (ii)    To proceed with the Closing and direct Title
                Company to apply such portion of the Purchase Price as Buyer may
                deem necessary to cure any such breach or default;

                        (iii)   To bring an action for damages against Seller,
                which, in the event Buyer proceeds to close, may include an
                amount equal to the difference between the value of the Premises
                as conveyed to Buyer and the value the Premises would have had
                if all representations and warranties of Seller were true and
                Seller had complied with all of its obligations under this
                Agreement;

                        (iv)    To bring an action to require Seller
                specifically to perform its obligations hereunder; and/or

                        (v)     To recover from Seller all expenses, including
                attorneys' fees, paid or incurred by Buyer as a result of such
                breach or default.

        13.     Assignments. A. Buyer may assign in whole or in part its rights
under this Agreement. Upon any unconditional assignment of Buyer's entire right
and interest hereunder, Buyer shall automatically be relieved, from and after
the date of such assignment, of liability for the performance of any obligation
of Buyer contained herein.

        B.      Seller shall not, without the prior written consent of Buyer,
which consent may be withheld in Buyer's sole discretion, sell, assign,
transfer, mortgage, convey, encumber or grant any easements or other rights or
interests of any kind in any of the Premises, any of Seller's rights under this
Agreement or any interest in Seller, whether voluntarily, involuntarily or by
operation of law or otherwise, including, without limitation, by merger,
consolidation, dissolution or otherwise, except, subsequent to the Closing, as
expressly permitted by the Lease.

        14.     Indemnity. Seller agrees to indemnify, protect, hold harmless
and defend Buyer and its directors, officers, shareholders, employees,
successors, assigns, agents, lenders, contractors, subcontractors, experts,
licensees, affiliates, lessees, mortgagees, trustees and invitees, as applicable
(collectively, the "Indemnified Parties"), from and against any and all losses,
costs, claims, liabilities, damages and expenses, including, without limitation,
Buyer's reasonable attorneys' fees and consequential damages, arising as the
result of an Environmental Condition and/or a breach of any of the
representations, warranties, covenants, agreements or obligations of Seller set
forth in this Agreement. Without limiting the generality of the

                                       14

<PAGE>

foregoing, such indemnity shall include, without limitation, any damages
incurred with respect to any engineering, governmental inspection and attorneys'
fees and expenses that the Indemnified Parties may incur by reason of any
Environmental Condition and/or any representation or warranty set forth in
Section 8.K being false, or by reason of any investigation or claim of any
Governmental Authority in connection therewith.

        15.     Miscellaneous Provisions.

                A.      Notices. All notices, consents, approvals or other
        instruments required or permitted to be given by either party pursuant
        to this Agreement shall be in writing and given by (i) hand delivery,
        (ii) facsimile, (iii) express overnight delivery service or (iv)
        certified or registered mail, return receipt requested, and shall be
        deemed to have been delivered upon (a) receipt, if hand delivered, (b)
        transmission, if delivered by facsimile, (c) the next business day, if
        delivered by express overnight delivery service, or (d) the third
        business day following the day of deposit of such notice with the United
        States Postal Service, if sent by certified or registered mail, return
        receipt requested. Notices shall be provided to the parties and
        addresses (or facsimile numbers, as applicable) specified below:

                If to Seller:           Mr. Richard A. Peabody
                                        Chief Financial Officer
                                        Checkers Drive-In Restaurants, Inc.
                                        Building One
                                        14225 49th Street North
                                        Clearwater, FL  33762
                                        Telephone: (727) 519-2000
                                        Telecopy: (727) 519-2265

                With copy to:           W. Fillmore Wood, Jr., Esq.
                                        Senior Vice President
                                        Checkers Drive-In Restaurants, Inc.
                                        3916 State Street, Suite 300
                                        Santa Barbara, CA 93105
                                        Telephone: (805) 569-6618
                                        Telecopy: (805) 569-6699

                If to Buyer:            Dennis L. Ruben, Esq.
                                        Executive Vice President and General
                                        Counsel
                                        FFCA Acquisition Corporation
                                        17207 North Perimeter Drive
                                        Scottsdale, AZ 85255
                                        Telephone: (480) 585-4500
                                        Telecopy: (480) 585-2226

                B.      Risk of Loss. Seller shall be responsible for the risk
        of loss, damage or destruction of any of the Premises or any part
        thereof prior to the Closing Date.

                                       15

<PAGE>

                C.      Condemnation. In the event of a taking of all or any
        part of any of the Premises prior to the Closing, Buyer at its sole
        option shall have the right to either (i) receive the proceeds of any
        condemnation award and, proceed to close this transaction or (ii)
        terminate this Agreement.

                D.      Real Estate Commission. Buyer and Seller represent and
        warrant to each other that they have dealt with no real estate broker,
        agent, finder or other intermediary in connection with the transactions
        contemplated by this Agreement. Buyer and Seller shall indemnify and
        hold each other harmless from and against any costs, claims or expenses,
        including attorneys' fees, arising out of the breach of their respective
        representations and warranties contained within this Section.

                E.      Waiver and Amendment. No provisions of this Agreement
        shall be deemed waived or amended except by a written instrument
        unambiguously setting forth the matter waived or amended and signed by
        the party against which enforcement of such waiver or amendment is
        sought. Waiver of any matter shall not be deemed a waiver of the same or
        any other matter on any future occasion.

                F.      Captions. Captions are used throughout this Agreement
        for convenience of reference only and shall not be considered in any
        manner in the construction or interpretation hereof.

                G.      Buyer's and Seller's Liability. (a) Notwithstanding
        anything to the contrary provided in this Agreement, it is specifically
        understood and agreed, such agreement being a primary consideration for
        the execution of this Agreement by Buyer, that (i) there shall be
        absolutely no personal liability on the part of any shareholder,
        director, officer or employee of Buyer, with respect to any of the
        terms, covenants and conditions of this Agreement, (ii) Seller waives
        all claims, demands and causes of action against Buyer's officers,
        directors, employees and agents in the event of any breach by Buyer of
        any of the terms, covenants and conditions of this Agreement to be
        performed by Buyer and (iii) Seller shall look solely to the assets of
        Buyer for the satisfaction of each and every remedy of Seller in the
        event of any breach by Buyer of any of the terms, covenants and
        conditions of this Agreement to be performed by Buyer, such exculpation
        of liability to be absolute and without any exception whatsoever.

                (b)     Notwithstanding anything to the contrary provided in
        this Agreement, it is specifically understood and agreed, such agreement
        being a primary consideration for the execution of this Agreement by
        Seller, that (i) there shall be absolutely no personal liability on the
        part of any shareholder, director, officer or employee of Seller, with
        respect to any of the terms, covenants and conditions of this Agreement,
        (ii) Buyer waives all claims, demands and causes of action against
        Seller's officers, directors, employees and agents in the event of any
        breach by Seller of any of the terms, covenants and conditions of this
        Agreement to be performed by Seller and (iii) Buyer shall look solely to
        the assets of Seller for the satisfaction of each and every remedy of
        Buyer in the event of any breach by Seller of any of the terms,
        covenants and conditions of this

                                       16

<PAGE>

        Agreement to be performed by Seller, such exculpation of liability to be
        absolute and without any exception whatsoever.

                H.      Severability. The provisions of this Agreement shall be
        deemed severable. If any part of this Agreement shall be held
        unenforceable, the remainder shall remain in full force and effect, and
        such unenforceable provision shall be reformed by such court so as to
        give maximum legal effect to the intention of the parties as expressed
        therein.

                I.      Construction Generally. This is an agreement between
        parties who are experienced in sophisticated and complex matters similar
        to the transaction contemplated by this Agreement and is entered into by
        both parties in reliance upon the economic and legal bargains contained
        herein and shall be interpreted and construed in a fair and impartial
        manner without regard to such factors as the party which prepared the
        instrument, the relative bargaining powers of the parties or the
        domicile of any party. Seller and Buyer were each represented by legal
        counsel competent in advising them of their obligations and liabilities
        hereunder.

                J.      Other Documents. Each of the parties agrees to sign such
        other and further documents as may be appropriate to carry out the
        intentions expressed in this Agreement.

                K.      Attorneys' Fees. In the event of any judicial or other
        adversarial proceeding between the parties concerning this Agreement,
        the prevailing party shall be entitled to recover all of its attorneys'
        fees and other costs in addition to any other relief to which it may be
        entitled. References in this Agreement to attorneys' fees and/or costs
        shall mean the fees and costs of independent outside counsel retained by
        the prevailing party with respect to this transaction, and shall
        include, without limitation, support staff costs, litigation
        preparation, computerized research, telephone and telefax expenses,
        mileage, depositions, postage, photocopies, process service, videotapes
        and the like.

                L.      Entire Agreement. This Agreement, together with any
        other certificates, instruments or agreements to be delivered hereunder,
        constitute the entire agreement between the parties with respect to the
        subject matter hereof, and there are no other representations,
        warranties or agreements, written or oral, between Seller and Buyer with
        respect to the subject matter of this Agreement. Notwithstanding
        anything in this Agreement to the contrary, upon the execution and
        delivery of this Agreement by Seller and Buyer the Commitment shall be
        deemed null and void and of no further force and effect and the terms
        and conditions of this Agreement shall control notwithstanding that such
        terms are inconsistent with or vary from those set forth in the
        Commitment.

                M.      Recording. At the election of Buyer, this Agreement may
        be recorded in the appropriate governmental office so as to impart
        constructive notice of the terms and provisions hereof.

                N.      Forum Selection; Jurisdiction; Venue; Choice of Law.
        Seller acknowledges that this Agreement was substantially negotiated in
        the State of Arizona,

                                       17

<PAGE>

        the Agreement was signed by Buyer in the State of Arizona and delivered
        by Seller in the State of Arizona, all payments under the Leases will be
        delivered in the State of Arizona and there are substantial contacts
        between the parties and the transactions contemplated herein and the
        State of Arizona. For purposes of any action or proceeding arising out
        of this Agreement, the parties hereto hereby expressly submit to the
        jurisdiction of all federal and state courts located in the State of
        Arizona and Seller consents that it may be served with any process or
        paper by registered mail or by personal service within or without the
        State of Arizona in accordance with applicable law. Furthermore, Seller
        waives and agrees not to assert in any such action, suit or proceeding
        that it is not personally subject to the jurisdiction of such courts,
        that the action, suit or proceeding is brought in an inconvenient forum
        or that venue of the action, suit or proceeding is improper. It is the
        intent of the parties hereto that all provisions of this Agreement shall
        be governed by and construed under the laws of the State of Arizona. To
        the extent that a court of competent jurisdiction finds Arizona law
        inapplicable with respect to any provisions hereof, then, as to those
        provisions only, the law of the states in which the Premises are
        located, as applicable, shall be deemed to apply. Nothing in this
        Section shall limit or restrict the right of Buyer to commence any
        proceeding in the federal or state courts located in the states in which
        the Premises are located, as applicable, to the extent Buyer deems such
        proceeding necessary or advisable to exercise remedies available under
        this Agreement.

                O.      Counterparts. This Agreement may be executed in one or
        more counterparts, each of which shall be deemed an original.

                P.      Binding Effect. This Agreement shall be binding upon and
        inure to the benefit of Seller and Buyer and their respective successors
        and permitted assigns, including, without limitation, any United States
        trustee, any debtor-in-possession or any trustee appointed from a
        private panel.

                Q.      Survival. Except for the conditions of Closing set forth
        in Section 11, which shall be satisfied or waived as of the Closing
        Date, all representations, warranties, agreements, obligations and
        indemnities of Seller and Buyer set forth in this Agreement shall
        survive the Closing.

                R.      Waiver of Jury Trial and Punitive, Consequential,
        Special and Indirect Damages. BUYER AND SELLER HEREBY KNOWINGLY,
        VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL
        BY JURY WITH RESPECT TO ANY AND ALL ISSUES PRESENTED IN ANY ACTION,
        PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES
        HERETO AGAINST THE OTHER OR ITS SUCCESSORS WITH RESPECT TO ANY MATTER
        ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY DOCUMENT
        CONTEMPLATED HEREIN OR RELATED HERETO. THIS WAIVER BY THE PARTIES HERETO
        OF ANY RIGHT EITHER MAY HAVE TO A TRIAL BY JURY HAS BEEN NEGOTIATED AND
        IS AN ESSENTIAL ASPECT OF THEIR BARGAIN. FURTHERMORE, SELLER HEREBY
        KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT IT

                                       18

<PAGE>

        MAY HAVE TO SEEK PUNITIVE, CONSEQUENTIAL, SPECIAL AND INDIRECT DAMAGES
        FROM BUYER WITH RESPECT TO ANY AND ALL ISSUES PRESENTED IN ANY ACTION,
        PROCEEDING, CLAM OR COUNTERCLAIM BROUGHT BY SELLER AGAINST BUYER OR ITS
        SUCCESSORS WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION
        WITH THIS AGREEMENT OR ANY DOCUMENT CONTEMPLATED HEREIN OR RELATED
        HERETO. THE WAIVER BY SELLER OF ANY RIGHT IT MAY HAVE TO SEEK PUNITIVE,
        CONSEQUENTIAL, SPECIAL AND INDIRECT DAMAGES HAS BEEN NEGOTIATED BY THE
        PARTIES HERETO AND IS AN ESSENTIAL ASPECT OF THEIR BARGAIN.

                S.      Florida Radon Gas Notice. Seller hereby notifies Buyer
        that Radon is a naturally occurring radioactive gas that, when it has
        accumulated in the building, may present health risks to persons who are
        exposed to it over time. Levels of radon that exceed federal and state
        guidelines have been found in buildings in Florida. Additional
        information regarding radon and radon testing may be obtained from your
        county public health unit.

                                       19

<PAGE>

        IN WITNESS WHEREOF, Seller and Buyer have entered into this Agreement as
of the date first above written.

                                        BUYER:

WITNESSES:                              FFCA ACQUISITION CORPORATION,
                                        a Delaware corporation
/s/ Ann Veal
---------------------------
Printed Name: Ann Veal
             --------------
                                        By /s/ Robin L. Roach
                                           -----------------------------
                                        Printed Name  ROBIN L. ROACH
                                                     -------------------
/s/ [ILLEGIBLE]                         Its   SENIOR VICE PRESIDENT
------------------------------------         ---------------------------
Printed Name: [ILLEGIBLE]
             -----------------------

                                        SELLER:

                                        CHECKERS DRIVE-IN RESTAURANTS, INC.,
                                        a Delaware corporation
/s/ Patty L. Mew
------------------------------------
Printed Name: Patty L. Mew
             -----------------------
                                        By  /s/ Richard A. Peabody
                                           -----------------------------
                                        Printed Name  Richard A. Peabody
                                                     -------------------
/s/ Lisa A Bowman - Sueum               Its  Sr. VP & CFO
------------------------------------        ----------------------------
Printed Name:  Lisa A Bowman - Sueum
              ----------------------

/s/ W. Fillmore Wood, Jr.

W. Fillmore Wood, Jr.

                                       20

<PAGE>

STATE OF ARIZONA        )
                        )SS.
COUNTY OF MARICOPA      )

        The foregoing instrument was acknowledged before me on Dec 23, 1999 by
[ILLEGIBLE] of FFCA Acquisition Corporation, a Delaware corporation, on behalf
of the corporation.

                                        /s/ MICHELLE JARAMILLO
                                        -----------------------
                                        Notary Public

                                        [SEAL OF NOTARY PUBLIC]

My Commission Expires:
4/14/2000


STATE OF Florida        )
                        )SS.
COUNTY OF [ILLEGIBLE]   )

        The foregoing instrument was acknowledged before me on 14th December,
1999 by [ILLEGIBLE] of Checkers Drive-In Restaurants, Inc., a Delaware
corporation, on behalf of the corporation.

                                        /s/ Patty L. Mew
                                        -----------------------
                                        Notary Public

My Commission Expires:
5/17/2000

[SEAL OF PATTY L. MEW]

                                       21

<PAGE>

                                    EXHIBIT A

                                    PREMISES

        ADDRESS                         BUYER NUMBER            UNIT NUMBER

3979 W. Tennessee Street,                8000-7923                  755
Tallahassee, FL 32304

401 Vincennes Avenue,                    8000-7924                  122
New Albany, IN 47150

2502 South Preston (#3),                 8000-7929                  118
Louisville, KY 40217

2011 Brownsboro Road,                    8000-7930                  121
Louisville, KY 40206

7843 U.S. 42,                            8000-7934                  330
Florence, KY 41042

1709 North Galvez,                       8000-7935                  416
New Orleans, LA 70119

2371 St. Claude Avenue,                  8000-7936                  417
New Orleans, LA 70117

3010 Reading Road,                       8000-7961                  312
Cincinnati, OH 45206

3800 Montgomery Road,                    8000-7962                  314
Cincinnati, OH 45212

                                       22

<PAGE>

                                   EXHIBIT A-1

                               LEGAL DESCRIPTIONS

                                       23

<PAGE>

FILE NO. CR-9-RSC

                                   EXHIBIT "A"

THE LAND REFERRED TO IN THIS COMMITMENT IS SITUATED IN LEON COUNTY, STATE OF
FLORIDA:

COMMENCE AT A CONCRETE MONUMENT MARKING THE SOUTHEAST CORNER OF THE NORTHWEST
QUARTER OF SECTION 29, TOWNSHIP 1 NORTH, RANGE 1 WEST, LEON COUNTY, FLORIDA AND
THENCE RUN SOUTH 89 DEG. 39' 08" WEST 1271.20 FEET TO A CONCRETE MONUMENT;
THENCE RUN SOUTH 87 DEG. 38' 30" WEST 59.05 FEET TO AN IRON PIPE; THENCE RUN
NORTH 87 DEG. 47' 49" WEST 40.91 FEET TO A CONCRETE MONUMENT; THENCE RUN SOUTH
89 DEG. 30' 56" WEST 1199.18 FEET TO A CONCRETE MONUMENT ON THE EASTERLY
RIGHT-OF-WAY OF STATE ROAD NO. 263 (CAPITAL CIRCLE); THENCE RUN NORTH 00 DEG.
17' 24" WEST ALONG SAID EASTERLY RIGHT-OF-WAY OF STATE ROAD NO. 263, A DISTANCE
OF 911.46 FEET TO A CONCRETE MONUMENT LOCATED ON THE SOUTHERLY RIGHT-OF-WAY
BOUNDARY LINE CURVE FOR WEST TENNESSEE STREET (U.S. HIGHWAY NO. 90) THEN RUN
NORTHEASTERLY ALONG SAID SOUTHERLY RIGHT OF WAY CURVE HAVING A RADIUS OF 4882.23
FEET FOR AN ARC DISTANCE OF 512.14 FEET (CHORD NORTH 76 DEG. 04' 54" EAST 511.90
FEET) TO A CONCRETE MONUMENT, THENCE CONTINUE NORTHEASTERLY ALONG SAID
RIGHT-OF-WAY CURVE HAVING A RADIUS OF 4882.23 FEET FOR AN ARC DISTANCE OF 300.00
FEET (CHORD = NORTH 80 DEG. 50' 51" EAST 299.95 FEET), THENCE SOUTHWESTERLY
ALONG SAID RIGHT-OF-WAY CURVE HAVING A RADIUS OF 4882.23 FEET THROUGH A CENTRAL
ANGLE OF 01 DEG. 05' 46" FOR AN ARC DISTANCE OF 93.40 FEET (CHORD = SOUTH 82
DEG. 03' 35" WEST 93.40 FEET) TO THE POINT OF BEGINNING, THENCE SOUTH 04 DEG.
15' 08" WEST 261.07 FEET, THENCE SOUTH 89 DEG. 51' 21" WEST 101.98 FEET, THENCE
NORTH 04 DEG. 15' 08" EAST 244.75 FEET TO THE SOUTHERLY RIGHT-OF-WAY BOUNDARY
LINE CURVE FOR WEST TENNESSEE STREET (U.S. HIGHWAY NO. 90), THENCE RUN
NORTHEASTERLY ALONG SAID RIGHT-OF-WAY CURVE HAVING A RADIUS OF 4882.33 FEET
THROUGH A CENTRAL ANGLE OF 01 DEG. 13' 35" FOR AN ARC DISTANCE OF 104.50 FEET
(CHORD = NORTH 80 DEG. 53' 55" EAST 104.50 FEET) TO THE POINT OF BEGINNING.

THE ABOVE LEGAL DESCRIPTION IS A NEW PARCEL CUT OUT OF THE PATENT TRUST RECORDED
AND DESCRIBED IN OFFICIAL RECORDS BOOK 1235, PAGE 726, OF THE PUBLIC RECORDS OF
LEON COUNTY, FLORIDA.

                                       24

<PAGE>

FILE NO. CR-27-RSC

                                   EXHIBIT "A"

TRACT I:

PART OF LOTS NINETY-EIGHT (98) AND ONE HUNDRED (100) ON UPPER SPRING STREET IN
PLAT NUMBER THIRTEEN (13) OF THE FLOYD COUNTY RECORDS, BEGINNING AT THE
SOUTHEAST CORNER OF LOT ONE HUNDRED (100), THENCE NORTHWARDLY OF THE EAST LINE
OF THE LOTS A DISTANCE OF ONE HUNDRED THIRTY-EIGHT AND ONE QUARTER (138-1/4)
FEET; THENCE WESTWARDLY AT RIGHT ANGLES ONE HUNDRED (100) FEET; THENCE
SOUTHWARDLY AT RIGHT ANGLES ONE HUNDRED THIRTY-EIGHT AND ONE QUARTER (138-1/4)
FEET TO THE SOUTH LINE OF LOT ONE HUNDRED (100) AND THE NORTH LINE OF UPPER
SPRING STREET; THENCE EASTWARDLY WITH THE NORTH LINE OF UPPER SPRING STREET ONE
HUNDRED (100) FEET TO THE PLACE OF BEGINNING.

TRACT II:

THE REAR THIRTY-FIVE (35) FEET, MORE OR LESS OF LOT NUMBERED ONE HUNDRED (100)
AND THE REAR THIRTY-FIVE (35) FEET, MORE OR LESS OF THE EAST FORTY-SIX (46) FEET
OF LOT NUMBERED NINETY-EIGHT (98), BE THE SAME MORE OR LESS, ALL ON UPPER SPRING
STREET IN PLAT NUMBERED THIRTEEN (13) OF THE FLOYD COUNTY RECORDS, WITH THE
APPURTENANCES THEREUNTO BELONGING SUBJECT TO THE RIGHT TO MAINTAIN A SEWER
ACROSS THE REAR PARTS OF THESE LOTS RESERVED BY ONE CASPAR FIOCK FOR HIMSELF AND
JOSEPH RENN OR THEIR ASSIGNS IN A DEED FROM SAID CASPER FEIOCK AND WIFE TO EMMA
K. HOLST DATED JULY 28, 1903, AND RECORDED IN DEED RECORD VOL. 54 AT PAGE 554 OF
THE FLOYD COUNTY, INDIANA RECORDS, THE REAL ESTATE HEREIN CONVEYED BEING THE
SAME REAL ESTATE DESCRIBED IN SAID DEED.

                                       25

<PAGE>

FILE NO. CR-32-RSC

                                   EXHIBIT "A"

PROPERTY SITUATED IN THE CITY OF LOUISVILLE, COUNTY OF JEFFERSON, STATE OF
KENTUCKY, AND MORE PARTICULARLY DESCRIBES AS FOLLOWS:

BEGINNING AT A STAKE IN THE WEST LINE OF THE PRESTON STREET BRANCH TURNPIKE ROAD
(NOW KNOWN AS PRESTON STREET), AND THIRTY (30) FEET FROM THE CENTER THEREOF,
CORNER TO THE LOT OF BEN SCHOENBACHLER; THENCE WESTWARDLY WITH THE NORTH LINE OF
SAID SCHOENBACHLER'S LOT, ONE HUNDRED AND SIXTY (160) FEET TO AN ALLEY; THENCE
NORTHWARDLY WITH THE EAST LINE OF SAID ALLEY AND PARALLEL WITH THE SAID BRANCH
TURNPIKE ROAD, ONE HUNDRED AND THIRTY-FIVE (135) FEET; THENCE EASTWARDLY AND
PARALLEL WITH THE NORTH LINE OF THE SCHOENBACHLER'S LOT, ONE HUNDRED AND SIXTY
(160) FEET TO THE WEST LINE OF THE SAID PRESTON STREET BRANCH TURNPIKE ROAD,
THIRTY (30) FEET FROM THE CENTER THEREOF; THENCE SOUTHWARDLY WITH THE WEST LINE
OF SAID BRANCH TURNPIKE ROAD, ONE HUNDRED AND THIRTY-FIVE (135) FEET TO THE
POINT OF BEGINNING; CONTAINING ABOUT ONE-HALF (1/2) ACRE, MORE OR LESS.
EXCEPTING THEREFROM SO MUCH THEREOF AS WAS CONVEYED TO COMMONWEALTH OF KENTUCKY
FOR USE AND BENEFIT OF THE DEPARTMENT OF HIGHWAYS, AS EVIDENCE BY INSTRUMENT
DATED MARCH 28, 1950, AND RECORDED IN DEED BOOK 2595, PAGE 215, IN SAID CLERK'S
OFFICE.

1st update 10/19/99 sb
2nd update 12/06/99 sb

                                       26

<PAGE>

FILE NO. CR-33-RSC

                                   EXHIBIT "A"

SITUATED IN THE STATE OF KENTUCKY, IN THE COUNTY OF JEFFERSON AND IN THE CITY OF
LOUISVILLE:

PROPERTY LOCATED IN THE NORTH LINE OF BROWNSBORO ROAD EAST OF LINDSAY AVENUE AND
BEING TRACT 2 AS SHOWN ON PLAT APPROVED BY LOUISVILLE AND JEFFERSON COUNTY
PLANNING COMMISSION ON OCTOBER 6, 1988, DOCKET #273-88, ATTACHED TO DEED OF
RECORD IN DEED BOOK 5811, PAGE 239, IN THE OFFICE OF CLERK OF JEFFERSON COUNTY,
KENTUCKY.

                                       27

<PAGE>

FILE NO. CR-35-RSC

                                   EXHIBIT "A"

THE LAND REFERRED TO IN THIS COMMITMENT, SITUATED IN THE CITY OF FLORENCE, IN
BOONE COUNTY, STATE OF KENTUCKY, DESCRIBED AS FOLLOWS:

PARCEL 1:

BEING PART OR THE PARCEL OF LAND DESCRIBED IN DEED BOOK 277 ON PAGE 203, AS
RECORDED IN THE BOONE COUNTY COURT CLERK'S OFFICE AND BEING MORE PARTICULARLY
DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE EXISTING RIGHT OF WAY LINE OF
U.S. 42, 45 FEET RIGHT OF STATION 40 + 00; THENCE NORTH 34DEG. 26' 00" EAST AND
ALONG SAID EXISTING EAST RIGHT OF WAY LINE 145.00 FEET TO A POINT BEING 45 FEET
RIGHT OF STATION 41 + 45; THENCE NORTH 55DEG. 34' 00" WEST AND ALONG SAID
EXISTING EAST RIGHT OF WAY LINE 3.00 FEET TO A POINT BEING 42 FEET RIGHT OF
STATION 41 + 45; THENCE NORTH 34DEG. 26' 00" EAST AND ALONG SAID EXISTING EAST
RIGHT OF WAY LINE 37.14 FEET TO A POINT BEING 42 FEET RIGHT OF STATION 41 +
82.14; THENCE SOUTH 25DEG. 30' 23" EAST A DISTANCE OF 174.50 FEET TO A POINT;
THENCE SOUTH 41DEG. 21' 57" WEST A DISTANCE OF 132.93 FEET TO A POINT ON THE
EXISTING RIGHT OF WAY LINE OF INDUSTRIAL ROAD; THENCE NORTH 55DEG. 22' 19" WEST
ALONG SAID RIGHT OF WAY LINE OF INDUSTRIAL ROAD 110 FEET TO A POINT; THENCE
NORTH 03DEG. 38' 41" EAST AND ALONG THE RIGHT OF WAY LINE OF U.S. 42 A DISTANCE
OF 42.95 FEET TO THE POINT OF BEGINNING. THE ABOVE DESCRIBED PROPERTY CONTAINS
0.5622 ACRES, MORE OR LESS.

PARCEL 2:

AN EASEMENT FOR INGRESS AND EGRESS AS SHOWN IN THE DOCUMENT RECORDED IN BOOK 30,
PAGE 61.

                                       28

<PAGE>

FILE NO. CR-36-RSC

                                   EXHIBIT "A"

THE LAND REFERRED TO IN THIS COMMITMENT IS SITUATED IN THE PARISH OF ORLEANS, IN
THE CITY OF NEW ORLEANS, STATE OF LOUISIANA:

ONE CERTAIN PIECE OR PORTION OF GROUND, TRIANGULAR IN SHAPE, SITUATED IN THE
THIRD MUNICIPAL DISTRICT OF THE CITY OF NEW ORLEANS, PARISH OF ORLEANS, STATE OF
LOUISIANA, KNOWN AS SQUARE NO. 1049, WHICH SQUARE IS BOUNDED BY N. GALVEZ
STREET, ST. BERNARD AVENUE AND AUBRY STREET, AND ACCORDING TO A SKETCH OF SURVEY
MADE BY GILBERT, KELLY & COUTURIE, INC., SURVEYORS, DATED MARCH 23, 1982, A
PRINT OF WHICH IS ANNEXED TO AND MADE PART OF AN ACT BEFORE MICHAEL M. DORSEY,
NOTARY PUBLIC, DATED MARCH 26, 1982, SAID SQUARE OF GROUND MEASURES ONE HUNDRED
THIRTY FEET, TEN INCHES, FIVE LINES (130' 10" 5'") FRONT ON N. GALVEZ STREET,
THREE HUNDRED NINE FEET, THREE INCHES (309.3") FRONT ON ST. BERNARD AVENUE AND
TWO HUNDRED SEVENTY-EIGHT FEET, TEN INCHES, ONE LINE (278' 10" 1'") FRONT ON
AUBRY STREET.

THE IMPROVEMENTS THEREON BEAR THE MUNICIPAL NO. 1709 N. GALVEZ STREET.

                                       29

<PAGE>

FILE NO. CR-37-RSC

                                   EXHIBIT "A"

PARCEL 1:

A CERTAIN LOT OF GROUND SITUATED IN THE THIRD DISTRICT OF THE CITY OF NEW
ORLEANS, STATE OF LOUISIANA, DESIGNATED BY THE NO. ONE IN SQUARE NO. 393,
BOUNDED BY ST. CLAUDE, SPAIN, MARAIS STREET AND ST. ROCH AVENUE, WHICH SAID LOT
MEASURED THIRTY-THREE FEET, NINE INCHES AND SEVEN LINES FRONT ON ST. CLAUDE
STREET, BY ONE HUNDRED FIVE FEET, TWO INCHES AND FOUR LINES IN DEPTH AND FRONT
ON ST. ROCH AVENUE, FORMING THE CORNER OF SAID AVENUE, FORMING THE CORNER OF
SAID AVENUE AND SAID STREET. ALL AS MORE FULLY SHOWN ON THE SURVEY OF GILBERT,
KELLY & GOUTURIE, INC., DATED FEBRUARY 28, 1987.

PARCEL 2:

THAT PORTION OF GROUND, SITUATED IN THE FAUBOURG FRANKLIN, IN THE THIRD DISTRICT
OF THE CITY OF NEW ORLEANS, STATE OF LOUISIANA, DESIGNATED AS LOT NO. 3 OF
SQUARE NO. 104, BOUNDED BY SPAIN, MARAIS, ST. CLAUDE STREETS AND ST. ROCH AVENUE
AND MEASURES 33 FEET, 8 INCHES FRONT ON ST. CLAUDE STREET, BY A DEPTH OF 105
FEET, 2-1/2 INCHES, THE WHOLE AMERICAN MEASURE, ACCORDING TO A PLAN MADE BY J.
PILIE, LATE SURVEYOR, DATED APRIL 13, 1834.

ACCORDING TO A BLUE PRINT SURVEY BY ADLOE ORR, C.E., DATED MARCH 12, 1948,
ANNEXED TO ACT OF HERMAN L. BARNETT, N.P., OF DATE JUNE 7, 1984, BY MISS
CATHERINE EVERETT, ET AL., TO CONTINENTAL BLDG. & LOAN ASSOCIATION, SAID
PORTION OF GROUND IS DESIGNATED AS LOT NO. 3 OF SQUARE NO. 393, BOUNDED BY ST.
CLAUDE AND ST. ROCH AVENUES, MARAIS AND SPAIN STREETS, COMMENCES AT A DISTANCE
OF 67 FEET, 7 INCHES, AND 1 LINE FROM THE CORNER OF ST. CLAUDE AND ST. ROCH
AVENUES, AND MEASURES THENCE 33 FEET, 10 INCHES FRONT ON ST. CLAUDE AVENUE, SAME
WIDTH IN THE REAR, BY A DEPTH OF 105 FEET, 2 INCHES, 4 LINES, BETWEEN EQUAL AND
PARALLEL LINES.

ACCORDING TO A SURVEY BY GUY J. SEGHERS, SR., C.E. AND SURVEYOR, DATED JULY 27,
1972, SAID LOT IN SITUATED IN THE DISTRICT AND SQUARE AS ABOVE SET FORTH AND IS
DESIGNATED BY THE NO. 3 AND MEASURES AS FOLLOWS:

BEGINNING AT A DISTANCE 67' 7" 4"' (ACTUAL), 67' 5" 7'" (TITLE) FROM THE CORNER
OF ST. CLAUDE AND ST. ROCH AVENUES AND MEASURES THENCE 33' 8" 6'" (ACTUAL), 33'
8" 0'" (TITLE) FRONT ON ST. CLAUDE AVENUE 33' 8" 6'" IN THE REAR BY A DEPTH OF
105' 2" 4'" BETWEEN EQUAL AND PARALLEL LINES.

                                       30

<PAGE>

FILE NO. CR-65-RSC

                                   EXHIBIT "A"

SITUATED IN THE CITY OF CINCINNATI, SECTION 8, TOWN 3, FRACTIONAL RANGE 2,
COUNTY OF HAMILTON, STATE OF OHIO; BEING PARTS OF LOTS 1 AND 4 AND ALL OF LOTS 2
AND 3 IN THE ROBERT AND DAVIES SUBDIVISION AS RECORDED IN PLAT BOOK 3, PAGE 206,
IN THE OFFICES OF THE HAMILTON COUNTY RECORDER AND BEING MORE PARTICULARLY
DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT IN THE SOUTHEAST CORNER OF LOT NO. 1 IN SAID ROBERT AND
DAVIES SUBDIVISION, SAID CORNER BEING THE INTERSECTION OF THE NORTH RIGHT-OF-WAY
LINE OF LINCOLN (FERN STREET) AVENUE AND THE WEST RIGHT-OF-WAY LINE OF CONCORDIA
(MORGAN STREET) STREET; THENCE WITH THE WEST RIGHT-OF-WAY LINE OF CONCORDIA
STREET, N. 00DEG. 30' 00" E., 222.78 FEET TO A POINT, SAID POINT BEING AT THE
HALF-WAY POINT IN THE EAST LINE OF LOT NO. 4; THENCE THRU AND ACROSS SAID LOT
NO, 4, N. 89DEG. 30' 00" W., 175.70 FEET TO A POINT IN THE EAST RIGHT-OF-WAY
LINE OF READING (LEBANON) ROAD (US 25 & 42); THENCE WITH SAID RIGHT-OF-WAY LINE
THE FOLLOWING TWO (2) COURSES AND DISTANCES:

1) S. 00DEG. 30' 00" W., 87.95 FEET TO A POINT, AND
2) S. 13DEG. 16' 00" W., 47.67 FEET TO A POINT;

THENCE THRU AND ACROSS LOT NO. 1 IN SAID SUBDIVISION THE FOLLOWING TWO (2)
COURSES AND DISTANCES:
1) S. 89DEG. 57' 00" E., 127.23 FEET TO A POINT, AND
2) S. 00DEG. 30' 00" W., 89.50 FEET TO POINT IN THE NORTH RIGHT-OF-WAY
LINE OF SAID LINCOLN AVENUE;

THENCE WITH SAID RIGHT-OF-WAY LINE, S. 89DEG. 39' 30" E., 59.00 FEET TO THE
PLACE OF BEGINNING IN THE SOUTHEAST CORNER OF LOT NO. 1; THUS ENCLOSING
29,019.16 SQUARE FEET (0.666 ACRE) OF LAND;

IDENTIFIED AS PARCELS NO. 95, 97, 98 & 99, PLAT BOOK 91, PAGE 2, IN THE OFFICES
OF THE HAMILTON COUNTY AUDITOR.

                                       31

<PAGE>

FILE NO. CR-66-RSC

                                   EXHIBIT "A"

PARCEL ONE:

SITUATED IN THE CITY OF NORWOOD, COUNTY OF HAMILTON AND STATE OF OHIO, BEING IN
SECTION THREE (3), TOWNSHIP THREE (3), FRACTIONAL RANGE TWO 92), MILLCREEK
TOWNSHIP, AND BEING THE NORTHWEST PART OF LOT EIGHTY-EIGHT (88) OF CLENEAY'S
SUBDIVISION OF SUNNYSIDE, A PLAT OF WHICH IS RECORDED IN PLAT BOOK 9, PAGE 10 OF
THE RECORDS OF HAMILTON COUNTY, OHIO, AND MORE PARTICULARLY DESCRIBED AS
FOLLOWS: BEGINNING AT A POINT FIFTY FEET (50) WEST OF THE EAST LINE OF LOT
EIGHTY-EIGHT (88) OF CLENEAY'S SUBDIVISION OF SUNNYSIDE, WHICH POINT IS
TWENTY-FIVE (25) FEET NORTH OF THE NORTH LINE OF CLENEAY AVENUE, MEASURED AT
RIGHT ANGLES TO CLENEAY AVENUE; THENCE NORTH ALONG A LINE PARALLEL WITH THE EAST
LINE OF LOT EIGHTY-EIGHT (88) AND BEING UNIFORMLY FIFTY (50) FEET WEST THEREOF
FOR A DISTANCE OF FIFTY (50) FEET TO A POINT IN THE NORTH LINE OF LOT
EIGHTY-EIGHT (88), WHICH POINT LIES ONE HUNDRED FOUR AND TWENTY-TWO ONE
HUNDREDTHS (104.22) FEET EAST OF THE EAST LINE OF MONTGOMERY PIKE AS WIDENED;
THENCE WEST ALONG THE NORTH LINE OF LOT EIGHTY-EIGHT (88) AFORESAID, ONE HUNDRED
FOUR AND TWENTY-TWO ONE-HUNDREDTHS (104.22) FEET TO THE EAST LINE OF MONTGOMERY
PIKE AS WIDENED; THENCE SOUTH ALONG THE EAST LINE OF MONTGOMERY PIKE AS WIDENED,
FIFTY-EIGHT AND FOUR ONE-HUNDREDTHS (58.04) FEET TO A POINT TWENTY-FIVE (25)
FEET NORTH OF CLENEAY AVENUE, MEASURED AT RIGHT ANGLES TO CLENEAY AVENUE; THENCE
EAST ALONG A LINE PARALLEL WITH CLENEAY AVENUE AND UNIFORMLY TWENTY-FIVE (25)
FEET DISTANT THEREFROM, ONE HUNDRED THIRTY-THREE AND SEVENTY-NINE ONE-HUNDREDTHS
(133.79) FEET TO THE POINT OF BEGINNING. BEING ALL OF LOT EIGHTY-EIGHT (88)
AFORESAID EXCEPTING THE SOUTH TWENTY-FIVE (25) FEET THEREOF AND THE EAST FIFTY
(50) FEET THEREOF; EXCEPTING ALSO THAT PORTION HERETOFORE CONVEYED BY G. W. B.
CLENEAY TO THE CITY OF NORWOOD, BEING A FIVE (5) FOOT STRIP FOR THE WIDENING OF
THE EASTERLY SIDE OF MONTGOMERY PIKE.

                                       32

<PAGE>

FILE NO. CR-66-RSC

                                   EXHIBIT "A"
                                   (CONTINUED)

PARCEL TWO:

SITUATED IN THE CITY OF NORWOOD, COUNTY OF HAMILTON AND STATE OF OHIO, IN
SECTION THREE (3), FRACTIONAL RANGE TWO (2), MILLCREEK TOWNSHIP, AND BEING THE
NORTHWEST PART OF LOT EIGHTY-NINE (89) IN CLENEAY'S SUBDIVISION OF THE
SUNNYSIDE, PLAT OF WHICH IS RECORDED IN PLAT BOOK NINE (9), PAGE TEN (10) OF THE
RECORDS OF HAMILTON COUNTY, OHIO, AND BEING MORE PARTICULARLY DESCRIBED AS
FOLLOWS: BEGINNING AT A POINT IN THE NORTH LINE OF LOT EIGHTY-NINE (89) OF SAID
CLENEAY'S SUNNYSIDE SUBDIVISION, WHICH POINT IS FIFTY (50) FEET WEST OF THE
NORTHEAST CORNER OF LOT EIGHTY-NINE (89) AFORESAID; THENCE SOUTH ALONG THE LINE
PARALLEL TO THE EAST LINE OF LOT EIGHTY-NINE (89), CLENEAY'S SUNNYSIDE
SUBDIVISION AFORESAID, AND BEING UNIFORMLY FIFTY (50) FEET WEST THEREOF, FIFTY
(50) FEET TO A POINT IN THE NORTH LINE OF LOT EIGHTY-EIGHT (88) OF SAID
SUBDIVISION; THENCE WEST ALONG THE NORTH LINE OF LOT EIGHTY-EIGHT (88) OF SAID
SUBDIVISION ONE HUNDRED FOUR AND TWENTY-TWO ONE-HUNDREDTHS (104.22) FEET TO THE
EAST LINE OF MONTGOMERY PIKE, AS WIDENED, THENCE NORTHWARDLY ALONG THE EAST LINE
OF MONTGOMERY PIKE, AS WIDENED, FIFTY-EIGHT AND FOUR ONE - HUNDREDTHS (58.04)
FEET TO THE NORTHWEST CORNER OF LOT EIGHTY-NINE (89) AFORESAID; THENCE EAST
ALONG THE NORTH LINE OF LOT EIGHTY-NINE (89) AFORESAID SEVENTY FOUR AND
SIXTY-FOUR ONE-HUNDREDTHS (74.64) FEET TO THE POINT OR PLACE OF BEGINNING.

PARCEL THREE:

SITUATED IN THE CITY OF NORWOOD, COUNTY OF HAMILTON AND STATE OF OHIO, AS
FOLLOWS: BEGINNING AT A POINT IN THE NORTH LINE OF CLENEAY AVENUE FIFTY (50)
FEET WEST OF THE INTERSECTION OF THE EAST LINE OF LOT NO. EIGHTY-EIGHT (88) OF
CLENEAY'S SUBDIVISION OF SUNNYSIDE (A PLAT OF WHICH IS RECORDED IN PLAT BOOK 9,
PAGE 10 OF THE HAMILTON COUNTY RECORDS) AND THE NORTH LINE OF CLENEAY AVENUE,
THENCE NORTHWARDLY AT RIGHT ANGLES TO CLENEAY AVENUE AND PARALLEL TO THE EAST
LINE OF

                                       33

<PAGE>

                                    EXHIBIT B

                                      LEASE

                                       34