Arby's/Sbarro, Site #6910, Coon Rapids, Anoka County, Minnesota


                         LEASE AGREEMENT


     THIS LEASE AGREEMENT is made and entered into as of February
20, 2001, by and between:

          (i)   CNL RESTAURANT INVESTORS PROPERTIES, LLC,  a
          Delaware limited liability company, with principal
          office and place of business at CNL Center at City
          Commons, 450 South Orange Avenue, Orlando, Florida
          32801-3336 ("Landlord"), and

          (ii)   FRANCHISE  ASSOCIATES,  INC.,  a  Minnesota
          corporation,  with  a  mailing  address  of   5354
          Parkdale  Drive, Suite 100, Minneapolis, Minnesota
          55416 ("Tenant").


                      W I T N E S S E T H:


     Landlord  leases to Tenant, for the purpose of operating  an
Arby's/Sbarro  Restaurant  and  for  no  other  use  or   purpose
whatsoever  and subject to the terms and conditions of  the  Rent
Addendum  attached  hereto, and Tenant rents  from  Landlord  the
following described premises, (hereinafter "Premises") located at
3385  124th  Avenue NW, Coon Rapids, Anoka County, Minnesota  and
being  more particularly described in Exhibit "A" attached hereto
and  made  a part hereof, together with all rights and privileges
in  and  about the Premises as may be necessary or convenient  to
Tenant's business, inclusive of all easements benefiting the real
property  described in Exhibit "A".  Premises shall  include  all
improvements  and  structures whether now existing  or  hereafter
constructed thereon.

     The following additional stipulations are hereby declared to
be  covenants of this Lease and shall, unless otherwise expressly
stated,  be applicable at all times throughout the term  of  this
Lease and any extension or renewal thereof:

1.   DEFINITIONS

     For  purposes of this Lease, the following terms shall  have
the definitions ascribed to them:

     "Annual Rent Commencement Date" shall be February 20, 2001.

     "Effective  Date"  shall mean the  date  set  forth  at  the
beginning of this Lease.

     "Franchisor"  shall  mean  Arby's, d/b/a  Triarc  Restaurant
Group,  Inc., a Delaware corporation, its successors and assigns,
and  Sbarro,  Inc.,  a New York corporation, its  successors  and
assigns.

     "Landlord"  shall mean CNL Restaurant Investors  Properties,
LLC,  a  Delaware limited liability company, its  successors  and
assigns.

     "Lease"   shall  include  this  Lease  Agreement   and   all
amendments  hereto,  if  any, entered  into  from  time  to  time
hereafter, together with the Rent Addendum and exhibits  attached
hereto.

     "Lease  Year"  shall mean a fiscal period beginning  on  the
Annual Rent Commencement Date (and each anniversary thereof)  and
expiring  on the last day of the twelfth (12th) month thereafter.
In  the event the Annual Rent Commencement Date is not the  first
(1st) day of a calendar month, then the Lease Year shall commence
on the first (1st) day of the calendar month following the Annual
Rent Commencement Date.

     "Rent"  shall mean the Rent payable under this Lease as  set
forth  in  the  Rent  Addendum attached hereto  and  incorporated
herein, and shall include Annual Rent and Percentage Rent  (  all
as  defined in the Rent Addendum), together with all other  items
described in this Lease as "additional rent".

     "Tenant" shall include the named Tenant and any assignee  or
sublessee  thereof  pursuant to an assignment or  sublease  under
Paragraph 17 of this Lease.

     "Total Cost" shall mean $1,288,536.46.

2.   TERM AND RENT

     (A)  TERM.  The term of this Lease shall begin on the Effective
Date  and  shall  expire  on February 28, 2021  (hereinafter  the
"Termination Date"), unless previously terminated or  renewed  or
extended as provided herein.
(B)  RENT.  Rent shall be due and payable as provided in the Rent
Addendum attached hereto and incorporated herein.

3.   ALTERATIONS AND IMPROVEMENTS, INVESTMENT TAX CREDIT,
     MECHANIC'S LIENS, LANDLORD'S DISCLAIMER

     (A)  ALTERATIONS AND IMPROVEMENTS.

          (I)  TENANT'S PROPERTY.  Tenant shall be permitted to install,
     use on and about, and remove from the Premises at any time and
     from time to time all trade fixtures and other personal property
     (exclusive  of  lighting, electrical, and  heating  and  air
     conditioning improvements) which are not a component of  the
     building located or to be located on the Premises (hereinafter
     referred to as the "Tenant's Property"), all of which at all
     times shall remain the property of Tenant with the right  of
     removal (subject to subparagraph (d) below) at the expiration of
     this Lease.  Tenant's Property shall include:  (1) removable
     decor  items, tables, trim, lighting, planters, trash units,
     cabinets and office equipment; (2) building lettering, signs,
     sign posts and sign standards; (3) unattached food and customer
     service  equipment; (4) food and customer service  equipment
     attached to the building by bolts and screws and/or by utility
     connections, including without limitation, walk-in refrigerators
     and freezers, remote refrigeration systems, exhaust systems and
     hoods; and (5) those items described in Exhibit "B" attached
     hereto.  Tenant shall be responsible for promptly repairing any
     damage  to the Premises caused by removal of any of Tenant's
     Property.

(II) SUBSEQUENT IMPROVEMENTS.  Tenant shall also have the right
to make any additions, alterations, changes and improvements,
structural and nonstructural, including but not limited to
construction of additional buildings and additions to the then
existing buildings, as Tenant shall desire; provided, however,
(i) Tenant shall submit plans of all structural changes to
Landlord at least thirty (30) days in advance of the proposed
construction date, which plans shall be subject to the Landlord's
approval, (ii) Tenant shall provide Landlord with evidence of
Tenant's financial ability to pay for such structural changes,
(iii) all such construction shall be completed  in a workmanlike
manner and in full compliance with all laws, building codes and
ordinances applicable thereto, at Tenant's sole expense, and (iv)
such additions, alterations, changes and improvements (whether
structural or non-structural) shall not reduce the fair market
value of the Premises, as determined by Landlord.


(III)     IMPROVEMENTS UPON TERMINATION, SUBLETTING OR
ASSIGNMENT.  Subject to the requirements of this paragraph 3,
Tenant shall have the right, at its option and expense, to
redecorate or otherwise remodel the Premises upon any termination
hereof or upon subletting or assignment in such manner as will,
without reducing the fair market value thereof, avoid the
appearance of the Arby's Restaurant operated under this Lease;
provided, however, in addition to the other requirements of this
paragraph 3, Tenant shall not impair the structural condition of
the Premises or reduce the size of the Premises.
(iv) All Subsequent Improvements referred to in subparagraph
3(a)(ii) above, all improvements upon termination, subletting or
assignment referred to in subparagraph 3(a)(iii) above, and any
and all other additions, alterations, changes and improvements of
any type shall be deemed to be a part of the Premises and the
sole property of Landlord.

     (B)  INVESTMENT TAX CREDIT.  Landlord hereby grants Tenant the
right  and privilege of applying for and receiving all investment
tax credits, if any, under the Internal Revenue Code which may be
available with respect to the building and other improvements  to
be constructed.  To this end, Landlord agrees to execute all such
further documents and supply such additional information  as  may
be required to make such election effective.

(C)  MECHANIC'S AND OTHER LIENS.  Tenant shall not do or suffer
anything to be done whereby the Premises, or any part thereof,
may be encumbered by a mechanic's, materialman's, or other liens
for work or labor done, services performed, materials,
appliances, or power contributed, used, or furnished in or to the
Premises or in connection with any operations of Tenant, or
similar lien, and, if, whenever and as often as any mechanic's
lien or similar lien is filed against the Premises, or any part
thereof, purporting to be for or on account of any labor done,
materials or services furnished in connection with any work in or
about the Premises, done by, for or under the authority of
Tenant, or anyone claiming by, through or under Tenant, Tenant
shall discharge the same of record within thirty (30) days after
service upon Tenant of notice of the filing thereof; provided,
however, Tenant shall have the right to remove the lien by
bonding same in accordance with applicable law and to contest any
such lien; provided further that Tenant shall diligently
prosecute any such contest, at all times effectively staying or
preventing any official or judicial sale of the Premises under
execution or otherwise, and, if unsuccessful, satisfy any final
judgment against Tenant adjudging or enforcing such lien or, if
successful, procuring record satisfaction or release thereof.

(D)  LANDLORD'S DISCLAIMER.  All of Tenant's Property placed in
or upon the Premises by Tenant shall remain the property of
Tenant with the right to remove the same at any time during the
term of this Lease.  Landlord, if requested by Tenant, agrees to
execute such documentation as may be reasonably required to (i)
subordinate its landlord's lien in Tenant's Property to the
interest of any unaffiliated lender for Tenant's Property; (ii)
release its landlord's lien in Tenant's Property if Tenant
finances Tenant's Property with an unaffiliated lender and such
lender will not agree to Landlord having a subordinate landlord's
lien in Tenant's Property; and (iii) release its landlord's lien
in Tenant's Property if Tenant's Property is conveyed by Tenant
to a third party for the purpose of leasing Tenant's Property to
Tenant.  The foregoing release and subordinations shall all be in
recordable form.  In the event Tenant's Property is removed from
or relocated on the Premises, any damage caused by, or resulting
from the removal or relocation of any of Tenant's Property or
other personal property shall be promptly repaired by Tenant or
the party entitled to remove same.  In the event that the form of
waiver documentation is not similar in form and content to that
attached hereto as Exhibit "C," then Landlord shall be entitled
to charge a reasonable fee (not to exceed Five Hundred Dollars
($500.00) per transaction) in connection with execution of such
documentation, and Tenant agrees to pay such fee as a condition
precedent to Landlord's execution of such documents.

4.   DESTRUCTION OF PREMISES; INSURANCE

     (a)  If the Premises are damaged or destroyed by fire, flood,
tornado  or  other  element, or by any other  casualty  and  such
damage  or destruction does not occur within the last twenty-four
(24) months of the original or of any extended or renewed term of
this  Lease, this Lease shall continue in full force  and  effect
and  Tenant  shall, as promptly as possible, restore,  repair  or
rebuild  the Premises to substantially the same condition  as  it
existed   before  the  damage  or  destruction,   including   any
improvements  or  alterations  required  to  be   made   by   any
governmental body, county or city agency, due to any  changes  in
code or building regulations.  Tenant shall for this purpose  use
all,  or such part as may be necessary, of the insurance proceeds
received from insurance policies required to be carried under the
provision  of  subparagraph 4(b) hereinbelow.  If such  insurance
proceeds  are not sufficient to pay such costs, Tenant shall  pay
such deficit.  Should the Premises be damaged or destroyed by any
of the foregoing described casualties within the last twenty-four
(24)  months of the original term or of any extended  or  renewed
term  of  this  Lease, then to the extent that the  Premises  are
untenantable  or unsuitable, in Tenant's reasonable opinion,  for
continued use in the normal conduct of Tenant's business,  Tenant
shall  have the right, exercisable by written notice to  Landlord
given  within thirty (30) days after the date of such  damage  or
destruction, to terminate this Lease effective upon the  date  of
such  damage or destruction.  If Tenant terminates this Lease  as
thus  provided Landlord shall be entitled to all of the insurance
proceeds  on  the Premises, but not to the proceeds of  insurance
carried by Tenant on Tenant's Property; provided, however, Tenant
shall  not have the right to terminate this Lease unless (i)  the
damage or destruction of the Premises was caused by a peril which
was insured against as required by the provisions of subparagraph
4(b)  of  this  Lease;  (ii)  at the  time  of  such  damage  and
destruction the said insurance policies to be carried  by  Tenant
were  in  the  amount  of  the  full  replacement  cost  of  such
improvements  (without  deduction or co-insurance)  and  in  full
force  and  effect; and (iii) the insurer has confirmed  coverage
and  its obligation to pay.  If Tenant defaults in its obligation
to  carry  insurance  in the amounts required under  subparagraph
4(b),  then, prior to Tenant's termination of this Lease  and  in
addition to the requirements set forth in the preceding sentence,
Tenant shall be obligated to pay toward said reconstruction or to
Landlord  the difference between the amount of insurance actually
carried  and  the  amount  required  to  be  carried  under  this
paragraph 4.

(b)  Tenant, at its expense and as additional rent hereunder,
shall throughout the term of this Lease and any extension or
renewal thereof, keep the Premises insured with (i) "Special Form
Causes of Loss" coverage (as such term is used in the insurance
industry), at least as broad as ISO Special Form Causes of Loss,
CP0030, including coverage for glass breakage, vandalism and
malicious mischief, and builder's risk (if the Premises are to be
constructed pursuant to the terms of this Lease) for one hundred
percent (100%) insurable replacement value with no co-insurance
penalty, with any deductible in excess of Fifty Thousand Dollars
($50,000.00) to be approved by Landlord and, (ii) "Ordinance and
Law Coverage" with limits of not less than the building value for
Coverage A (loss to the undamaged portion of the building),
limits of not less than fifteen percent (15%) of the building
value for Coverage B (Demolition Cost Coverage), and limits not
less than fifteen percent (15%) of the building value for
Coverage C (Increased Cost of Construction Coverage).

(c)  Tenant shall maintain throughout the term of this Lease and
any extension thereof, at its own expense and as additional Rent,
Commercial General Liability insurance including Product
Liability and Liquor Liability (if alcohol is served) covering
the Premises at least as broad as the most commonly available ISO
Commercial General Liability policy form CG0001 (occurrence
basis) covering bodily injury, property damage and personal and
advertising injury, for the joint benefit of and insuring Tenant
and Landlord, with limits not less than One Million Dollars
($1,000,000.00) per occurrence, with a General Aggregate of not
less than Two Million Dollars ($2,000,000.00) and a "following
form" Umbrella Liability policy or Excess Liability policy to
include Product Liability and Liquor Liability (if alcohol is
served), in an amount of not less than Ten Million Dollars
($10,000,000.00) per occurrence, with any deductible in excess of
Fifty Thousand Dollars ($50,000.00) to be approved by Landlord.

(d)  Tenant shall maintain throughout the term of this Lease and
any extension thereof, at its own expense, Business Interruption
insurance covering risk of loss due to the occurrence of any of
the hazards insured against under Tenant's "all risk" coverage
insurance and providing coverage in an amount sufficient to
permit the payment of rents, taxes, insurance and operating
expenses payable hereunder for a period (in such case) of not
less than six (6) months.

(e)  In the event the Premises are located in an area identified
by the National Flood Insurance Program as an area having
"special flood hazards" (zones beginning with "A" or "V," Tenant
shall maintain throughout the term of this Lease and any
extension thereof, flood insurance for the full replacement value
of the Premises, with any deductible in excess of Fifty Thousand
Dollars ($50,000.00) to be approved by Landlord.

(f)  In the event the Premises are located in a major earthquake
damage area and earthquake insurance is available, Tenant shall
maintain throughout the term of this Lease and any extension
thereof earthquake insurance for the full replacement value of
the Premises, with any deductible in excess of Fifty Thousand
Dollars ($50,000.00) to be approved by Landlord.

(g)  All insurance companies providing the coverage required
under this Paragraph 4 shall be selected by Tenant and shall be
rated A minus (A-) or better by Best's Insurance Rating Service,
shall be licensed to write insurance policies in the state in
which the Premises is located, and shall be acceptable to
Landlord in Landlord's reasonable discretion.  Tenant shall
provide Landlord with copies of all policies or certificates of
such coverage for the insurance coverages referenced in this
paragraph 4, and all Commercial General Liability and Umbrella
Liability or Excess Liability policies shall name Landlord (and
if Landlord is either a general or limited partnership, all
general partners) and any mortgagee designated by Landlord as an
additional insured.  Any such coverage for additional insureds
shall be primary and non-contributory with any insurance carried
by Landlord or any other additional insured hereunder.  All
property insurance policies shall name Landlord as an additional
insured or as a loss payee as Landlord's interests may appear,
and shall provide that all losses shall be payable as herein
provided.  All such policies of insurance shall provide that the
amount thereof shall not be reduced and that none of the
provisions, agreements or covenants contained therein shall be
modified or canceled by the insuring company or companies without
thirty (30) days prior written notice being given to Landlord;
and that all insurance proceeds shall be paid by check jointly
payable to Landlord and Tenant.  Such policy or policies of
insurance may also cover loss or damage to Tenant's Property, and
the insurance proceeds applicable to Tenant's Property shall not
be paid to Landlord or any mortgagee but shall accrue and be
payable solely to Tenant.  In the event of a casualty, Tenant
shall be responsible for any deficiency between the replacement
cost of the Premises and the amount actually paid by the
insurance company.

5.   MAINTENANCE AND REPAIR

     (a)  Tenant shall maintain the Premises and all buildings and
improvements  thereon  (interior  and  exterior,  structural  and
otherwise)  in  good  order  and  repair  and,  subject  to   the
provisions of subparagraph 4(a) with respect to damage within the
last  twenty-four  (24)  months of the  Lease,  and  paragraph  6
herein,  return  the Premises and all buildings and  improvements
thereon  at  the  expiration of the term of  this  Lease  or  any
extension  thereof  in as reasonably as good  condition  as  when
received, ordinary wear and tear excepted.

(b)  Tenant agrees that Landlord shall have no obligation under
this Lease to make any repairs or replacements (including the
replacement of obsolete components) to the Premises or the
buildings or improvements thereon, or any alteration, addition,
change, substitution or improvement thereof or thereto, whether
structural or otherwise.  The terms "repair" and "replacement"
include the replacement of any portions of the Premises which
have outlived their useful life during the term of the Lease (or
any extensions thereof).  Landlord and Tenant intend that the
Rent received by Landlord shall be free and clear of any expense
to Landlord for the construction, care, maintenance (including
common area maintenance charges and charges accruing under
easements or other agreements relating to the Premises),
operation, repair, replacement, alteration, addition, change,
substitution and improvement of or to the Premises and any
building and improvement thereon.  Upon the expiration or earlier
termination of this Lease, Tenant shall remain responsible for,
and shall pay to Landlord, any cost, charge or expense for which
Tenant is otherwise responsible for hereunder attributable to any
period (prorated on a daily basis) prior to the expiration or
earlier termination of this Lease.

(c)  Tenant acknowledges and agrees that the Premises are and
shall be leased by Landlord to Tenant in its present "AS IS"
condition, and that Landlord makes absolutely no representations
or warranties whatsoever with respect to the Premises or the
condition thereof.  Tenant acknowledges that Landlord has not
investigated and does not warrant or represent to Tenant that the
Premises are fit for the purposes intended by Tenant or for any
other purpose or purposes whatsoever, and Tenant acknowledges
that the Premises are to be leased to Tenant in their existing
condition, i.e., "AS IS," on and as of the Effective Date.

6.   CONDEMNATION

     (a)  In the event that the whole or any material part of the
building  on  the  Premises or a material  portion  of  the  land
constituting  a  portion of the Premises  (for  purposes  hereof,
"material" shall mean (i) more than twenty percent (20%)  of  the
building on the Premises or (ii) more than forty percent (40%) of
the  land  or  (iii) more than ten percent (10%) of  the  parking
spaces  or (iv) the drive thru lane or (v) the primary  means  of
access,  ingress  and egress to and from the Premises)  shall  be
taken  during the term of this Lease or any extension or  renewal
thereof for any public or quasi-public use under any governmental
law,  ordinance,  regulation or by right of  eminent  domain,  or
shall  be  sold  to  the  condemning authority  under  threat  of
condemnation with the result that the Premises cannot continue to
be  operated as the type of restaurant contemplated herein, or if
all  reasonable access to the adjacent roadways from the existing
or  comparable curb cuts shall be taken (any of such events being
hereinafter  referred to as a "taking"), Tenant  shall  have  the
option of terminating this Lease as of a date no earlier than the
date  of such taking, such termination date to be specified in  a
notice of termination to be given by Tenant to Landlord not fewer
than fourteen (14) days prior to the date on which possession  of
the  Premises,  or  part  thereof, must  be  surrendered  to  the
condemning authority or its designee.

(b)  In the event of any taking which does not give rise to an
option to terminate or in the event of a taking which does give
rise to an option to terminate and Tenant does not elect to
terminate, Landlord shall make its award available to Tenant and
Tenant shall, to the extent of the award from such taking (which
word "award" shall mean the net proceeds after deducting expenses
of any settlement, or net purchase price under a sale in lieu of
condemnation but shall exclude the value of Landlord's
reversionary interest, to the extent specifically allocated and
awarded for same), promptly restore or repair the Premises and
all improvements thereon (except those items of Tenant's Property
which Tenant is permitted to remove under the terms of this
Lease) to the same condition as existed immediately prior to such
taking insofar as is reasonably possible.  If the estimated cost
of restoration or repair shall exceed the amount of Landlord's
award, Tenant shall deposit with Landlord the amount of such
excess or post an unconditional bond in favor of Landlord, and in
form acceptable to Landlord, in the amount of such excess.  The
award and any excess shall be held in trust by Landlord and used,
to the extent required, for the purpose of such restoration or
repair.  A just and proportionate part of the Rent payable
hereunder shall be abated from the date of such taking until ten
(10) days after Tenant has restored same and thereafter the Rent
shall be reduced in proportion to the reduction in the then
rental value of the Premises after the taking in comparison with
the rental value prior to the taking.  If the award shall exceed
the amount spent or to be spent promptly to effect such
restoration, repair or replacement, such excess shall
unconditionally belong to Landlord and shall be paid to Landlord.

(c)  In the event of any partial taking where this Lease is not
terminated, Tenant shall not be entitled (except for use in
reconstruction) to any part of the compensation or award given
Landlord for the taking of the fee of the Premises, but Tenant
shall have the right to recover from the condemning authority
such compensation as is specifically awarded to Tenant (i) to
reimburse Tenant for any cost which Tenant may incur in removing
Tenant's Property from the Premises and (ii) for loss of Tenant's
business.

(d)  If this Lease is terminated by reason of a taking, then
Landlord shall be entitled to receive the entire award in any
such condemnation or eminent domain proceedings or purchase in
lieu thereof and Tenant hereby assigns to Landlord all of its
right, title and interest in and to all and any part of such
award, provided, however, Tenant shall be entitled to receive any
award specifically made to reimburse Tenant.

7.   TAXES, ASSESSMENTS, AND ESCROWS

     (a)   Tenant  shall pay prior to delinquency all  taxes  and
assessments  which  may be levied upon or  assessed  against  the
Premises  and all taxes and assessments of every kind and  nature
whatsoever  arising  in  any  way  from  the  use,  occupancy  or
possession  of the Premises or assessed against the  improvements
situated thereon, together with all taxes levied upon or assessed
against  Tenant's Property.  To that end, Landlord shall  not  be
required to pay any taxes or assessments whatsoever which  relate
to  or  may  be assessed against this Lease, the Rent  and  other
amounts  due  hereunder, the Premises, improvements and  Tenant's
Property; provided, however, that any taxes or assessments  which
may  be  levied  or assessed against the Premises  for  a  period
ending  after  the  termination hereof shall be prorated  between
Landlord  and  Tenant as of such date.  Upon written  request  by
Tenant to Landlord, within thirty (30) days after Tenant receives
the  paid receipted tax bills, Tenant shall furnish Landlord with
copies thereof.  Tenant may, at its option, contest in good faith
and  by appropriate and timely legal proceedings any such tax and
assessment;  provided, however, that Tenant shall  indemnify  and
hold harmless Landlord from any loss or damage resulting from any
such  contest,  and  all  expenses of  same  (including,  without
limitation, all attorneys' fees, court and other costs) shall  be
paid solely by Tenant.

(b)  In the event Tenant is, or has been, delinquent in the
timely payment of insurance premiums, taxes or any assessments
which may be levied or assessed against the Premises, then at
Landlord's request and in Landlord's sole discretion, Tenant
shall escrow funds for insurance, taxes and assessments in the
following manner:

          (i)  Tenant shall pay to Landlord a sum (the "Initial Yearly
     Escrow Payment") equal to one-fourth of the Yearly Premium (as
     defined below), or such greater amount as is deemed necessary by
     Landlord to be in position to pay the first annual payment of
     insurance and taxes when due.  Thereafter, Tenant shall pay to
     Landlord  on the first day of each month (or on another  day
     designated in writing by Landlord), a sum (herein, together with
     the Initial Yearly Escrow Payment, the "Escrow Funds") equal to
     one-twelfth of (a) the yearly taxes and assessments which may be
     levied on the Property, and (b) the yearly premium installments
     for fire and other hazard insurance, and such other insurance
     covering  the Premises as Landlord may require  pursuant  to
     Paragraph 4 hereof (together the "Yearly Premium"),  all  as
     reasonably estimated initially and from time to time by Landlord
     on  the  basis  of assessments and tax bills and  reasonable
     estimates thereof.  Any waiver by Landlord of a requirement that
     Tenant pay such Escrow Funds may be revoked by Landlord,  in
     Landlord's sole discretion, at any time upon notice in writing to
     Tenant.  Landlord shall apply the Escrow Funds to  pay  said
     insurance, taxes and assessments, so long as Tenant is not in
     Default.  No interest shall be payable by Landlord on monies so
     paid unless required by applicable law, in which event all such
     interest shall be applied by Landlord to pay such insurance,
     taxes  and  assessments.  Landlord shall give to Tenant,  at
     Tenant's expense, an annual accounting of the Funds in Landlord's
     normal format showing credits and debits to the Funds and the
     purpose for which each debit to the Funds was made.

(ii) If the amount of the Escrow Funds held by Landlord at the
time of the annual accounting thereof shall exceed the amount
deemed necessary by Landlord to provide for the payment of
insurance, taxes and assessments as they become due, such excess
shall be credited to Tenant on the next monthly installment or
installments of Escrow Funds due.  If at any time the amount of
the Escrow Funds held by Landlord shall be less than the amount
deemed necessary by Landlord to pay the insurance, taxes and
assessments as they become due, Tenant shall pay to Landlord any
amount necessary to make up the deficiency within thirty (30)
days after notice from Landlord to Tenant requesting payment
thereof.

(iii)     Upon Tenant's Default, Landlord may apply, in any
amount and in any order as Landlord shall determine in Landlord's
sole discretion, any Escrow Funds held by Landlord at the time of
application to pay insurance, taxes and assessments which are now
or will hereafter become due.  Upon the termination of the Lease
(except for termination as a result of Tenant's Default),
Landlord shall promptly refund to Tenant any Escrow Funds held by
Landlord applicable to the Property.

8.   COMPLIANCE, UTILITIES, SURRENDER

     (a)   Tenant at its expense shall promptly comply  with  all
governmental  requirements, whether or not  compliance  therewith
shall  require structural changes in the Premises;  will  procure
and  maintain  all  permits, licenses  and  other  authorizations
required  for  the use of the Premises or any part  thereof  then
being  made and for the lawful and proper installation, operation
and  maintenance  of  all equipment and appliances  necessary  or
appropriate  for the operation and maintenance of  the  Premises,
and  shall  comply with all easements, restrictions, reservations
and  other  instruments  of record applicable  to  the  Premises.
Tenant  shall  indemnify  and  save Landlord  harmless  from  all
expenses and damages by reason of any notices, orders, violations
or  penalties  filed  against or imposed upon  the  Premises,  or
against Landlord as owner thereof, because of Tenant's failure to
comply with this paragraph.

(b)  Tenant shall pay all charges for heat, water, gas, sewage,
electricity and other utilities used or consumed on the Premises
and shall contract for the same in its own name.  Landlord shall
not be liable for any interruption or failure in the supply of
any such utility service to the Premises unless caused by or
resulting from the gross negligence or willful misconduct of
Landlord, its agents, servants, employees or contractors.

(c)  Tenant shall peacefully surrender possession of the
Premises, the buildings and other improvements thereon, to
Landlord at the expiration, or earlier termination, of the
original term or any extended or renewed term of this Lease.

9.   QUIET ENJOYMENT

     Landlord covenants and warrants that Landlord has full power
and  authority to make this Lease, and that Tenant shall have and
enjoy  full, quiet and peaceful possession of the Premises, their
appurtenances  and  all rights and privileges incidental  thereto
during the term hereof and any renewals or extensions, subject to
the  provisions  of  this Lease and any easements,  restrictions,
reservations  and other instruments of record applicable  to  the
Premises  and in existence at the time of the conveyance  of  the
Premises to Landlord by Tenant or thereafter.

10.  OPTION TO RENEW

     Tenant  shall have two (2) successive five (5) year  options
to  extend this Lease for up to an additional ten (10) years upon
the  same  terms, covenants, conditions and rental as  set  forth
herein  provided that Tenant is not in default hereunder  at  the
commencement  of  such option period.  Tenant may  exercise  each
such  five  (5) year option by giving written notice to  Landlord
not  less  than  six  (6) months prior to the  Termination  Date.
Should  Tenant  fail to give Landlord such timely written  notice
during the required period, all remaining rights of renewal shall
automatically expire.

11.  FIRST RIGHT OF REFUSAL TO PURCHASE

     (a)  So long as Tenant is not in default under this Lease, and
after  Landlord makes an initial transfer of the Premises, Tenant
shall  have a first right of refusal to purchase the Premises  in
accordance  with  the  terms  of  this  paragraph.   If  Landlord
receives  and  desires to accept a bona fide  offer  to  purchase
(excluding  (i)  any transfer or assignment to  an  affiliate  of
Landlord; (ii) any like-kind exchange of the Premises by Landlord
pursuant to and in accordance with the provisions of Section 1031
of  the  Internal  Revenue  Code of 1986,  as  amended,  and  the
Treasury  Regulations  promulgated  thereunder;  and  (iii)   any
assignments and transfers made by Landlord in connection with any
securitization  of this Lease) the Premises during  the  term  of
this  Lease  or any extension or renewal thereof, Landlord  shall
deliver a notice to Tenant stating the name of such offeror  with
a  copy  of  the terms and conditions of such offer attached  and
Tenant shall have the right to purchase the Premises on the  same
terms  and  conditions set forth in Landlord's  notice,  provided
that  Tenant delivers written notice to Landlord of its  election
to  do  so  within twenty (20) days after receipt of such  notice
from Landlord.  If Tenant does not elect to exercise its right to
purchase  as aforesaid, Landlord may sell the Premises,  provided
the sale is consummated with the offeror and on substantially the
terms  and  conditions set forth in Landlord's notice to  Tenant.
The  foregoing right of first refusal shall remain  in  existence
notwithstanding its non-exercise in respect to any sale and shall
be binding upon Landlord's successors in title.

(b)  Tenant's rights granted in (a) above shall be subject and
subordinate to any rights or options currently of record or those
existing in favor of Franchisor, pursuant to any Franchise
Agreements, if any, between Tenant and Franchisor.

12.  USE; NONCOMPETE

     (a)  The use of the Premises shall be limited to operation of (i)
a  single  concept  Arby's restaurant or a  dual  concept  Arby's
restaurant  operated  concurrently  with  another  nationally  or
regionally  recognized  chain,  or  (ii)  another  nationally  or
regionally  recognized chain approved in writing by Landlord  and
in  accordance with such reasonable conditions the  Landlord  may
require  to confirm the existence of a valid franchise  agreement
and all required approvals necessary for a change in use.

(b)  Tenant shall not own an interest in, or operate, an Arby's
Restaurant or another concept currently in operation on the
Premises within a one (1) mile radius of the Premises, unless
approved in writing by both Landlord and Franchisor, such
approval not to be unreasonably withheld by Landlord.  Violation
of this covenant shall constitute a default hereunder and,
because the parties agree that damages would not be an adequate
remedy, Tenant hereby agrees that Landlord shall be entitled to
equitable relief, including injunctive relief and specific
performance in addition to any remedy available at law.

13.  DEFAULT

     (a)  If any one or more of the following events occur, said event
or events shall hereby be referred to as a "Default":

          (i)  If Tenant fails to pay any additional rent, or any other
     charges required hereunder or, at Landlord's option, under any
     other  lease  or agreement with Landlord or an affiliate  of
     Landlord when same shall become due and payable, and such failure
     continues for ten (10) days after written notice from Landlord.

(ii) If Tenant shall fail to perform or observe any term,
condition, covenant, agreement, or obligation of this Lease or,
at Landlord's option, any other lease or other agreement with
Landlord or an affiliate of Landlord, and such failure continues
for thirty (30) days after written notice from Landlord (except
that such thirty (30) day period shall be automatically extended
for such additional period of time as is reasonably necessary to
cure such Default, if such Default cannot be cured within such
period, provided Tenant is in the process of diligently curing
the same).

(iii)     If any default or event of default shall occur and
remain uncured under any franchise agreement ("Franchise
Agreement") between Tenant and Franchisor following any cure
period applicable thereto and established in the Franchise
Agreement, or if such Franchise Agreement is terminated for any
reason; provided however, that upon such termination, Tenant
shall have a period of six (6) months within which to obtain a
new franchise agreement for operation of a nationally or
regionally recognized restaurant concept at the Premises, before
such default shall be actionable by Landlord.  Notwithstanding
the foregoing, Tenant shall have the right to engage in good
faith disputes with Franchisor under the Franchise Agreement
without such dispute constituting a default under this Lease,
provided that such dispute shall not prevent Tenant from
performing its obligations under this Lease.

(iv) If Tenant fails to continuously operate its business within
the Premises except for temporary periods of closure caused by
casualty, or temporary and reasonable periods of remodeling, not
to exceed ninety (90) days in any Lease Year without first
obtaining Landlord's written approval.

(v)  If Tenant shall make an assignment for the benefit of
creditors or file a petition, in any federal or state court, in
bankruptcy, reorganization, composition, or make an application
in any such proceedings for the appointment of a trustee or
receiver for all or any portion of its property.

(vi) If any petition shall be filed under federal or state law
against Tenant in any bankruptcy, reorganization, or insolvency
proceedings, and said proceedings shall not be dismissed or
vacated within thirty (30) days after such petition is filed.

(vii)     If a receiver or trustee shall be appointed under
federal or state law for Tenant, or any guarantor of Tenant's
obligations hereunder, for all or any portion of the property of
either of them, and such receivership or trusteeship shall not be
set aside within thirty (30) days after such appointment.

     (b)  Upon the happening of any one or more of the aforementioned
Defaults  which  are not cured within the cure period  applicable
thereto,  if  any, Landlord shall have the right, in addition  to
any  other rights and remedies, to terminate this Lease by giving
written  notice of same to Tenant.  Upon such notice, this  Lease
shall  cease and expire, and Tenant shall surrender the  Premises
to   Landlord.    Notwithstanding  such   termination,   Tenant's
liability  and  obligation under all provisions  of  this  Lease,
including  the  obligation to pay Rent  and  any  and  all  other
amounts  due hereunder shall survive and continue.  In  addition,
in  the event of Tenant's Default under this Lease, Landlord may,
by  notice to Tenant, accelerate the monthly installments of Rent
due  hereunder  for the remaining term of this  Lease,  in  which
event  such amount, together with any sums then in arrears, shall
immediately be due and payable to Landlord.  In the event of such
acceleration, Landlord shall be entitled to recover  from  Tenant
(in  addition to any other damages provided in this section)  the
following:  (1) the worth at the time of the award of twelve (12)
months  of then current rent; plus (2) the worth at the  time  of
award  of the amount by which (i) the unpaid rent for the balance
of the term beginning twelve (12) months after the time of award,
exceeds  (ii) the amount of such rental loss during  such  period
that  Tenant proves could be reasonably avoided, based  upon  the
then  current  rental value of the Premises.   As  used  in  this
subsection  (2) and in subsection (1) above, the  "worth  at  the
time of award' is computed by discounting such amount at the rate
of  ten  percent (10%).  Tenant hereby expressly agrees that  its
occupation  of  the  Premises after default constitutes  forcible
detainer (or equivalent) as is defined by the law in force in the
jurisdiction in which the Premises are located.  In addition,  in
the  event  of Tenant's Default under this Lease, and further  in
the  event that a Construction Addendum is attached to the Lease,
then,  in  addition to all other rights and remedies of  Landlord
under this Lease, Landlord may cease funding of any amounts under
such Construction Addendum.

(c)  If this Lease shall terminate as provided hereinabove,
Landlord may re-enter the Premises and remove Tenant, its agents
and sub-tenants, together with all or any of Tenant's Property,
by suitable action at law, or by force.  Tenant waives any right
to the service of any notice of Landlord's intention to re-enter
and Landlord shall not be liable in any way in connection with
any action it takes pursuant to this paragraph.  Notwithstanding
such re-entry or removal, Tenant's liability under Lease shall
survive and continue.

(d)  In case of re-entry, repossession or termination of this
Lease, Tenant shall remain liable for Rent (with any Percentage
Rent described in the Rent Addendum to be paid at the rate paid
during the Lease Year prior to the date of Default), any
additional rent and all other charges provided for in this Lease
for the otherwise remaining term of this Lease, and any and all
expenses which Landlord may have incurred in re-entering the
Premises including, but not limited to, allocable overhead,
alterations to the building, leasing, construction,
architectural, legal and accounting fees.  Landlord shall have
the right, but not the obligation, to relet the whole or part of
the Premises upon terms which Landlord, in its sole discretion,
deems appropriate and Tenant shall be responsible for all
expenses incurred by Landlord in re-letting or attempting to re-
let and all rent collected for reletting shall be credited
against all of Tenant's obligations hereunder.

(e)  In the event of a Default, Landlord may, at its sole option,
enter upon the Premises, if deemed necessary by Landlord in its
sole discretion, and/or do whatever may be deemed necessary by
Landlord in its sole discretion to cure such failure by Tenant.
Tenant shall pay to Landlord within five (5) days of Landlord's
request, all costs incurred by Landlord in connection with
Landlord's curing of such failure.  In addition to the above
costs, in the event Landlord does not receive payment from Tenant
when due under this subparagraph 13(e), then interest at the rate
of eighteen percent (18%) per annum or, if less, the highest rate
allowable by law, shall be due and payable with respect to such
payment from the due date thereof until Landlord receives such
payment.

(f)  In the event Landlord engages legal counsel in connection
with the enforcement of any of the terms and provisions of this
Lease, then, in addition to all other sums due from Tenant to
Landlord under this Lease, Tenant shall pay to Landlord any and
all reasonable attorneys' fees, paralegal fees, and legal costs
and expenses incurred by Landlord, whether or not judicial
proceedings are filed, and including on appeal and in any
bankruptcy proceedings.

(g)  The rights and remedies of Landlord set forth herein shall
be in addition to any other right and remedy now or hereinafter
provided by law, and all such rights and remedies shall be
cumulative.  No action or inaction by Landlord shall constitute a
waiver of any Default, and no waiver of any Default shall be
effective unless it is in writing, signed by Landlord.

14.  HOLDING OVER

     In  the  event Tenant remains in possession of the  Premises
after  the  expiration  of  this Lease without  executing  a  new
written  lease  acceptable to Landlord and Tenant,  Tenant  shall
occupy  the  Premises as a tenant from month to month subject  to
all  the terms hereof (except as modified by this Paragraph), but
such possession shall not limit Landlord's rights and remedies by
reason  thereof nor constitute a holding over. In  the  event  of
such  month to month tenancy, the monthly installment  of  Annual
Rent  due  for  each such month shall increase to  be  twice  the
monthly  installment thereof which was payable  during  the  last
month of the term of this Lease, and Percentage Rent due for each
such  month shall be one twelfth of the average annual Percentage
Rent  paid by Tenant for the last three years of the term of this
Lease.

15.  WAIVER OF SUBROGATION

     Notwithstanding  anything in this  Lease  to  the  contrary,
other  than  Tenant's obligations to repair, restore  or  rebuild
described  in paragraph 4 of this Lease, neither party  shall  be
liable to the other for any damage or destruction of the Premises
of  the  other resulting from fire or other casualty  covered  by
insurance required of either party hereunder, whether or not such
loss,  damage  or destruction of the Premises are  caused  by  or
results  from  the negligence of such party (which term  includes
such  party's officers, employees, agents and invitees), and each
party   hereby  expressly  releases  the  other  from  all  total
liability  for or on account of any said insured loss, damage  or
destruction,  whether  or not the party  suffering  the  loss  is
insured  against  such  loss, and if  insured  whether  fully  or
partially.    Each  party  shall  procure  all  endorsements   of
insurance  policies carried by it necessary to protect the  other
from  any  right of subrogation and/or liability in the event  of
such loss.

16.  LANDLORD'S LIEN FOR RENTS

     As  security  for  Tenant's payment of Rent  and  all  other
payments  required to be made by Tenant hereunder (including,  by
way  of  illustration only, taxes, damage to the Premises,  court
costs,  and  attorneys' fees) Tenant hereby grants to Landlord  a
lien  upon all of Tenant's Property now or hereafter located upon
the  Premises.  The lien herein provided shall be subordinate  to
the  lien  of  any  chattel  mortgage, collateral  assignment  or
security  interest  given by Tenant to  any  seller  of  Tenant's
Property.  In the event of a Default, Landlord may enter upon the
Premises  and take possession of Tenant's Property, or  any  part
thereof,  and  may sell all or any part of Tenant's  Property  at
public  or  private  sale  in one or successive  sales,  with  or
without  notice, to the highest bidder for cash and on behalf  of
Tenant.  Landlord may sell and convey Tenant's Property,  or  any
part  thereof, to such bidder, delivering to such bidder  all  of
Tenant's  title and interest in such property sold to  him.   The
proceeds  of  such sale shall be applied by Landlord  toward  the
costs  of such sale and then toward the payment of all sums  when
due by Tenant to Landlord under this Lease.

17.  ASSIGNMENT AND SUBLETTING

     (a)   After the initial transfer or sale of the Premises  by
Landlord, Tenant may assign or sublet the Premises to a  majority
owned subsidiary or affiliate of RTM, Inc., or to a franchisee or
any parent or operating subsidiary of Tenant, or a corporation or
other  entity  with which Tenant may merge or consolidate  or  to
which  Tenant may sell all or a substantial portion of its assets
or stock; provided, however, that the Property shall be used only
as it was used prior to such transfer event, and provided further
that the party merging, consolidating or purchasing the asset  or
stock of Tenant shall execute and deliver to the Landlord a  full
and unconditional guarantee of the obligations of Tenant.  Tenant
shall  not have the right to assign or sublet any part or all  of
the Premises to any other parties for any other purposes, without
first  obtaining Landlord's prior written consent, which  consent
shall  not  be unreasonably withheld, conditioned or  delayed  by
Landlord.   Even if such consent to assignment or  subletting  is
given  by  Landlord,  such  assignment or  subletting  shall  not
relieve Tenant of its liability for the continued performance  of
all  terms,  covenants  and conditions of this  Lease,  including
without  limitation  the payment of all Rent  and  other  charges
thereunder.

(b)  [INTENTIONALLY DELETED]

(c)  Prior to any assignment allowed hereunder, Tenant shall
deliver to Landlord (i) a copy of the assignment documents
(including copies of any recorded documents related thereto);
(ii) the name, address and telephone number of such assignee and
a designated contact person for such assignee; (iii) a new
insurance policy and binder complying with the terms of this
Lease and naming such assignee as the tenant of the Premises; and
(iv) an agreement executed by such assignee, in recordable form,
whereby such assignee assumes and agrees to discharge all
obligations of Tenant under this Lease.  Notwithstanding anything
in this Lease to the contrary, in the event of any assignment of
this Lease or subletting of the Premises, Tenant shall not be
released from its obligations under this Lease unless
specifically released by virtue of a separate written instrument
executed by Landlord, which may be withheld in Landlord's sole
discretion.

(d)  Landlord shall have the right without limitation (subject to
paragraph 11 hereof) to sell, convey, transfer or assign its
interest in the Premises or its interest in this Lease, and upon
such conveyance being completed all covenants and obligations of
Landlord under this Lease accruing thereafter shall cease, but
such covenants and obligations shall run with the land and shall
be binding upon the subsequent landlord or owners of the Premises
or of this Lease.

18.  SUBORDINATION, NON-DISTURBANCE, ATTORNMENT, ESTOPPEL
     CERTIFICATE.

     (a)  Upon written request of the holder of any mortgage (which
term  "mortgage"  shall  also include  deeds  of  trust)  now  or
hereafter  relating to the Premises, Tenant will subordinate  its
rights  under this Lease to the lien thereof and to all  advances
made  or  hereafter  to  be made upon the security  thereof,  and
Tenant  shall  execute, acknowledge and deliver an instrument  in
the  form  customarily used by such encumbrance holder to  effect
such subordination; provided, however, as a condition of all such
subordinations,  the  holder  of such  mortgage  shall  be  first
required  to execute an agreement in recordable form with  Tenant
that, notwithstanding the foreclosure or other exercise of rights
under  any such first or other mortgage, Tenant's possession  and
occupancy  of the Premises and the improvements and its leasehold
estate  shall  not  be  disturbed or interfered  with  nor  shall
Tenant's  rights and obligations under this Lease be  altered  or
adversely affected thereby so long as Tenant is not in Default.

(b)  Notwithstanding anything set out in subparagraph (a) above
to the contrary, in the event the holder of any such mortgage
elects to have this Lease be superior to its mortgage, then upon
Tenant's being notified to that effect by such encumbrance
holder, this Lease shall be deemed prior to the lien of said
mortgage, whether this Lease is dated prior or subsequent to the
date of said mortgage, and Tenant shall execute, acknowledge and
deliver an instrument, in the form customarily used by such
encumbrance holder, effecting such priority.

(c)  In the event proceedings are brought for the foreclosure of,
or in the event of the exercise of the power of sale under any
mortgage made by Landlord encumbering the Premises, or in the
event of delivery of a deed in lieu of foreclosure under such a
mortgage Tenant will attorn to the purchaser upon any such
foreclosure or sale and recognize such purchaser as "Landlord"
under this Lease, and upon the request of the purchaser, Tenant
shall execute, acknowledge and deliver an instrument, in form and
substance satisfactory to such purchaser, evidencing such
attornment.

(d)  Each party agrees, within seven (7) days after written
request by the other, to execute, acknowledge and deliver to and
in favor of any proposed mortgagee or purchaser of the Premises,
an estoppel certificate, in the form customarily used by such
proposed mortgagee or purchaser, stating, among other things (i)
whether this Lease is in full force and effect, (ii) whether this
Lease has been modified or amended and, if so, identifying and
describing any such modification or amendment, (iii) the date to
which Rent and other charges have been paid, and (iv) whether the
party furnishing such certificate knows of any default on the
part of the other party or has any claim against such party and,
if so, specifying the nature of such default or claim.

(e)  Upon written demand by the holder of any mortgage covering
the Premises, Tenant shall forthwith execute, acknowledge and
deliver an agreement in favor of and in the form  customarily
used by such encumbrance holder, by the terms of which Tenant
will agree to give prompt written notice to such encumbrance
holder in the event of any casualty damage to the Premises or in
the event of any default on the part of Landlord under this
Lease, and will agree to allow such encumbrance holder a
reasonable length of time after notice to cure or cause the
curing of such default before exercising Tenant's rights under
this Lease, or terminating or declaring a default under this
Lease.

19.  COOPERATION

     (a)  Landlord shall fully cooperate with Tenant throughout the
term  of this Lease to secure or maintain proper zoning, building
and  other  permits  and  compliance with  all  applicable  laws.
Landlord shall execute any petitions, requests, applications  and
the  like  as Tenant shall reasonably request in order to  obtain
any  permit,  license,  variances and  approvals  which,  in  the
reasonable  judgment  of  Tenant, are necessary  for  the  lawful
construction  and/or  operation  of  Tenant's  business  on   the
Premises, provided, however, that Tenant shall indemnify and save
Landlord  harmless  from  any and all expenses,  costs,  charges,
liabilities, losses, obligations, damages and claims of any  type
which  may  be  imposed  upon, asserted against  or  incurred  by
Landlord by reason of same.

(b)  In the event that Tenant elects to purchase the Premises
pursuant to the terms and conditions of Paragraph 11 hereof,
Landlord shall have the right, in Landlord's sole discretion, to
enter into an exchange agreement (the "Exchange Agreement") with
a qualified intermediary (the "Intermediary") in order to
effectuate a like-kind exchange of the Premises for one or more
other properties (the "Replacement Property").  Landlord and
Tenant agree that, at Landlord's option, Tenant shall cooperate
with Landlord in effecting a like-kind exchange of the Premises
by Landlord pursuant to and in accordance with the provisions of
Section 1031 of the Internal Revenue Code of 1986, as amended,
and the Treasury Regulations promulgated thereunder, which
cooperation shall include, without limitation, Tenant's consent
to Landlord's assignment of its interest in Tenant's exercise of
Tenant's right of first refusal to the Intermediary and Tenant
receiving or taking title to the Premises from the Intermediary
or another third party utilized in the transaction in order to
facilitate the like-kind exchange on behalf of Landlord.

20.  NOTICES

     All  notices and other communications required or  permitted
to  be given hereunder shall be in writing and shall be delivered
by  a  nationally  recognized  overnight  courier  or  mailed  by
registered  or  certified mail, postage prepaid,  return  receipt
requested, addressed as follows:

     If to Landlord:      CNL RESTAURANT INVESTORS PROPERTIES, LLC
                          P.O. Box 1711
                          Orlando, FL 32802-1711

     with copy to:        DALE A. BURKET, ESQUIRE
                          Lowndes, Drosdick, Doster, Kantor & Reed, P.A.
                          215 North Eola Drive
                          Post Office Box 2809
                          Orlando, Florida 32802

     If to Tenant:        FRANCHISE ASSOCIATES, INC.
                          5354 Parkdale Drive
                          Suite 100
                          Minneapolis, Minnesota  55416
                          Attention:  Mr. J. Russell Welch, Senior Vice
                          President

     with a copy to:      RTM, Inc.
                          5995 Barfield Road
                          Atlanta, Georgia  30328
                          Attention:  General Counsel

     Any  party  may  change its address for notices  by  written
notice  in  like  manner as provided in this paragraph  and  such
change  of  address shall be effective seven (7) days  after  the
date  notice  of  such change of address is  given.   Notice  for
purposes of this Lease shall be deemed received upon the  earlier
of  (i)  actual  receipt or (ii) in the case  of  delivery  by  a
nationally  recognized overnight courier  service  on  the  first
(1st) business day after deposit with the service or (iii) in the
event  of  certified mail, on the fifth (5th) business day  after
deposit in the United States mail.

21.  INDEMNIFICATION

     Tenant  does hereby indemnify and exonerate Landlord against
and   from   all   liabilities,  losses,  obligations,   damages,
penalties,   claims,  costs,  charges  and  expenses,   including
reasonable architects' fees, attorneys' fees, paralegal fees, and
legal  costs  and expenses incurred by Landlord, whether  or  not
judicial  proceedings are filed, and including on appeal  and  in
any bankruptcy proceedings, which may be imposed upon or asserted
against or incurred by Landlord by reason of any of the following
occurring:

     (a)  any work or thing done in respect of construction of, in or
to  the Premises or any part of the improvements now or hereafter
constructed on the Premises;

(b)  any use, possession, occupation, operation, maintenance or
management of the Premises or any part hereof;

(c)  any failure to, or to properly, use, possess, occupy,
operate, maintain or manage the Premises or any part thereof;

(d)  the condition, including environmental conditions, of the
Premises or any part thereof;

(e)  any negligence on the part of Tenant or any of its agents,
contractors, servants, employees, licensees or invitees;

(f)  any accident, injury or damage to any person or property
occurring in, on or about the Premises or any part thereof
including any sidewalk adjacent thereto; or

(g)  any failure on the part of Tenant to perform or comply with
any of the covenants, agreements, terms or conditions contained
in this Lease on its part to be performed or complied with.

22.  HOLD HARMLESS

     Tenant agrees to hold Landlord harmless against any and  all
claims,  damages, accidents and injuries to persons  or  property
caused by or resulting from or in connection with anything in  or
pertaining to or upon the Premises during the term of this  Lease
or  while Tenant is occupying the Premises, except if such claim,
damage,  accident or injury shall be caused by the negligence  or
willful misconduct of Landlord or its agents.  Landlord shall not
be  liable  to  Tenant,  Tenant's  employees,  agents,  invitees,
licensees or any other person whomsoever for any injury to person
or  damage  to  property on or about the Premises caused  by  the
negligence  or  misconduct of Tenant,  its  agents,  servants  or
employees  or  of  any other person entering the  building  under
expressed  or  implied invitation by Tenant or due to  any  other
cause  whatsoever,  unless caused by the  negligence  or  willful
misconduct  or  neglect  of  Landlord,  its  employees   or   its
authorized representatives.

23.  LANDLORD'S LIABILITIES

     The  term  "Landlord" as used in this Lease means the  owner
from  time  to  time of the Premises.  Neither Landlord  nor  any
partner,  shareholder  or  beneficiary  thereof  shall  have  any
personal liability with respect to any of the provisions of  this
Lease  and  if  Landlord  is  in  default  with  respect  to  its
obligations hereunder Tenant shall look solely to the  equity  of
Landlord in the Premises.

24.  SUCCESSORS

     The  covenants, conditions and agreements contained in  this
Lease  shall bind and inure to the benefit of Landlord and Tenant
and their respective heirs, legal representatives, successors and
assigns.

25.  ENTIRE AGREEMENT/MEMORANDUM OF LEASE

     This Lease contains the entire agreement between the parties
hereto  and  may  not be modified in any  manner  other  than  in
writing  signed  by  the parties hereto or  their  successors  in
interest.   A memorandum of this Lease shall be executed  by  the
parties  and  shall be recorded in the official  records  of  the
county where the Premises are located.

26.  GENDER

     Whenever  the context hereof permits or requires,  words  in
the singular may be regarded as in the plural and vice-versa, and
personal pronouns may be read as masculine, feminine and neuter.

27.  BROKERAGE FEES

     It  is understood and agreed that neither party has incurred
any real estate brokerage fees or commissions arising out of this
Lease  and each party agrees to hold the other harmless from  and
against all such fees and commissions incurred, and costs related
thereto  including legal fees, as a result of its own conduct  or
alleged conduct.

28.  CAPTIONS

     The captions of this Lease are for convenience only, and  do
not  in  any  way  define, limit, disclose, or amplify  terms  or
provisions of this Lease or the scope or intent thereof.

29.  LANDLORD'S RIGHT TO CURE

     In  the  event  Tenant  shall fail,  refuse  or  neglect  to
perform,  observe  or comply with any term, condition,  covenant,
agreement or obligation contained in the Lease on its part to  be
performed  or complied with, after receipt of notice and  failure
of  Tenant  to  undertake an appropriate cure, then the  Landlord
may,  at  its  sole  option, enter upon the Premises,  if  deemed
necessary by Landlord in its sole discretion, and/or do  whatever
may  be  deemed  necessary by Landlord in its sole discretion  to
cure such failure by Tenant.  Tenant shall pay to Landlord within
five  (5)  days  of  receipt  of Landlord's  request,  all  costs
incurred by Landlord in connection with Landlord's curing of such
failure  by  Tenant  including, but not  limited  to,  reasonable
attorney  and  paralegal fees actually incurred  whether  or  not
judicial  proceedings  are involved.  In addition  to  the  above
costs, in the event Landlord does not receive payment from Tenant
when due as set forth in this paragraph, interest at the lower of
the highest lawful rate or the rate of eighteen percent (18%) per
annum shall be due and payable with respect to such payment  from
the  date of expiration of the period of grace or cure applicable
thereto  following  Landlord's delivery of a  written  notice  of
default, until Landlord receives such payment.

30.  NOT A SECURITY ARRANGEMENT

     The   parties  hereto  agree  and  acknowledge   that   this
transaction  is  not  intended  as  a  security  arrangement   or
financing  secured by real property, but shall be  construed  for
all purposes as a true lease.

31.  NET LEASE

     It is the intention of the parties hereto that this Lease is
and  shall  be  treated as a triple net lease.   Any  present  or
future law to the contrary notwithstanding, this Lease shall  not
terminate (except as expressly provided in subparagraph 4(a)) nor
shall Tenant be entitled to any abatement, suspension, deferment,
reduction  (except  as  expressly provided in  subparagraph  6(b)
hereof),  setoff, counterclaim, or defense with  respect  to  the
rent.   The parties intend that Tenant be obligated hereunder  to
pay  all  costs  and  expenses  incurred  with  respect  to,  and
associated  with, the Premises and the business operated  thereon
and  therein; provided, however, that Landlord shall  nonetheless
be  obligated  to  pay  (i)  any debt  service  on  any  mortgage
encumbering Landlord's fee simple interest in the Premises;  (ii)
Landlord's  personal  income taxes  with  respect  to  the  rents
received  by  Landlord under this Lease; and (iii)  any  expenses
related solely to the partnership or corporate restructuring,  as
the   case   may  be,  of  the  Landlord.   Except  as  expressly
hereinabove provided, Landlord shall bear no cost or  expense  of
any  type  or  nature  with respect to, or associated  with,  the
Premises.  The parties also intend that the obligations of Tenant
hereunder  shall  be  separate  and  independent  covenants   and
agreements  and shall continue unaffected unless such obligations
shall  have  been  modified or terminated in accordance  with  an
express provision of this Lease.

32.  WAIVER

     No  waiver  by  Landlord of any provision  hereof  shall  be
deemed  a  wavier  of  any  other  provision  hereof  or  of  any
subsequent  breach by Tenant of the same or any other  provision.
Landlord's  consent  to, or approval of, any  act  shall  not  be
deemed  to render unnecessary the obtaining of Landlord's consent
to  or  approval of any subsequent act by Tenant.  The acceptance
of  rent  hereunder  by Landlord shall not be  a  waiver  of  any
preceding  breach by Tenant of any provision hereof,  other  than
the  failure  of Tenant to pay the particular rent  so  accepted,
regardless  of Landlord's knowledge of such preceding  breach  at
the time of acceptance of such rent.

33.  TIME OF THE ESSENCE

     Landlord and Tenant agree that time shall be of the  essence
of all terms and provisions of this Lease.

34.  GOVERNING LAW

     This Lease shall be construed in accordance with the laws of
the state in which the Premises are located.

35.  LEASE SECURITIZATION

     Landlord   reserves   the   right   to   assign,   transfer,
participate, pledge, hypothecate or encumber, or any  combination
thereof, all or any part of Landlord's interest in this Lease  or
any  of  the  collateral and documents mentioned  herein  without
Tenant's  consent.   Without  limiting  the  generality  of   the
foregoing,   Tenant   acknowledges  that  this   Lease   may   be
securitized,  and Tenant agrees to cooperate in good  faith  with
Landlord's  reasonable  requests relating to  the  securitization
program  process  and requirements, and agrees  and  acknowledges
that  all  information relating to Tenant and this Lease  may  be
made available by Landlord to the other participants in the lease
securitization,   and  Tenant  agrees  to  assist   Landlord   in
completing  any  documents  necessary  to  accomplish  any   such
transfer   and/or  securitization  transaction.   Tenant   hereby
authorizes  Landlord to provide any information regarding  Tenant
in all reports required as part of a lease securitization program
or  by  any  governmental body regulating Landlord.  The  parties
intend  this  provision apply only to the extent  that  investors
(not  to  include  direct  competitors), investment  bankers  and
rating  agencies  request such financial  information  about  the
Tenant.

                    [Signatures on Next Page]

     IN  WITNESS  WHEREOF, the parties hereto  have  caused  this
Lease  Agreement  to  be executed the day and  date  first  above
written.

                                             "LANDLORD"

Signed, Sealed and Delivered
in the presence of:              CNL RESTAURANT INVESTORS
                                 PROPERTIES, LLC, a Delaware
                                 limited liability company
  /s/ Wilda Otero
Name: Wilda Otero                BY: CNL RESTAURANT INVESTORS
                                     PROPERTIES, INC., a
                                     Delaware corporation, as
  /s/ Emma R Rullan                  Managing Member
Name: Emma R Rullan

                                 By: /s/ Robert W Chapin
                                         Robert W. Chapin, Jr.,
                                         President

                                          (CORPORATE SEAL)


STATE OF FLORIDA
COUNTY OF ORANGE

     The  foregoing  was acknowledged before me this  13  day  of
February  2001,  by Robert W. Chapin, Jr., as  President  of  CNL
RESTAURANT INVESTORS PROPERTIES, INC., a Delaware corporation, as
Managing  Member of CNL RESTAURANT INVESTORS PROPERTIES,  LLC,  a
Delaware  limited liability company, on behalf of the corporation
and limited liability company.


                                    /s/ Wilda Otero
          (NOTARY SEAL)             Notary Public, State of Florida

                                   Printed Name:
                                   Notary Commission No.
                                   My Commission Expires:

                                             "TENANT"

                                   FRANCHISE ASSOCIATES, INC., a
                                   Minnesota corporation


  /s/ Deena Carvajal               By: /s/ Douglas N Benham
Name: Deena Carvajal               Name:   Douglas N Benham
                                   As Its: Senior Vice President

Name:                                     (CORPORATE SEAL)


                                   FRANCHISE ASSOCIATES, INC., a
                                   Minnesota corporation


  /s/ Deena Carvajal               By: /s/ Daniel T Collins
Name: Deena Carvajal               Name:   Daniel T Collins
                                   As Its: Vice President

Name:                                     (CORPORATE SEAL)


STATE OF GEORGIA
COUNTY OF FULTON

     The  foregoing was acknowledged before me this 13th  day  of
February  2001, by Douglas N Benham, as Senior Vice President  of
FRANCHISE ASSOCIATES, INC., a Minnesota corporation, on behalf of
the corporation.


                                    /s/ Jacqueline M Stubbs
          (NOTARY SEAL)             Notary Public, State of Georgia

                                   Printed Name:
                                   Notary Commission No.
                                   My Commission Expires:


STATE OF GEORGIA
COUNTY OF FULTON

     The  foregoing was acknowledged before me this 13th  day  of
February  2001,  by  Daniel  T  Collins,  as  Vice  President  of
FRANCHISE ASSOCIATES, INC., a Minnesota corporation, on behalf of
the corporation.


                                    /s/ Jacqueline M Stubbs
          (NOTARY SEAL)             Notary Public, State of Georgia

                                    Printed Name:
                                    Notary Commission No.
                                    My Commission Expires:


EXHIBITS ATTACHED

Exhibit "A" - Legal Description


                           EXHIBIT "A"



                Legal Description of the Premises


 Arby's/Sbarro, Site #6910/Coon Rapids, Anoka County, Minnesota

Parcel A:

Lot  2,  Block  1,  of Riverdale Commons Fourth  Addition,  Anoka
County, Minnesota

Parcel B:

Nonexclusive  appurtenant easements as  contained  in  Reciprocal
Easement  Agreement  dated November 8, 1995, filed  December  20,
1995,  as  Document  No.  275288,  as  amended  by  Amendment  to
Reciprocal  Easement  Agreement dated February  28,  1997,  filed
March  7,  1997,  as  Document No. 293713, as amended  by  Second
Amendment  to  Reciprocal Easement Agreement dated  February  28,
1997, filed March 7, 1997, as Document No. 293714, as amended  by
Fourth  Amendment To Reciprocal Easement Agreement dated November
12,  1997,  filed November 13, 1997, as Document No.  303549,  as
amended by Fifth Amendment To Reciprocal Easement Agreement dated
October 12, 1998, filed December 23, 1998, as Document No. 325412

AND

Nonexclusive appurtenant easements as contained in Operation  and
Easement  Agreement as contained in document dated  November  12,
1997, filed November 13, 1997, as Document No. 303551, as amended
by  First  Amendment  to  Operation  and  Easement  Agreement  as
contained in document dated October 12, 1998, filed December  23,
1998, as Document No. 325413.


                           EXHIBIT "B"

                           Arby's Unit

Arby's/Sbarro, Site #6910/Coon Rapids, Anoka County, Minnesota


All  Furniture,  Trade  Fixtures, Equipment  and  other  personal
property  now  or hereafter owned by Lessee and  located  at  the
Premises whether affixed to the realty or not and including those
items listed under Part I hereinafter, but specifically excluding
from said Furniture, Trade Fixtures, Equipment and other personal
property, those items listed under Part II hereinafter.

                             Part I

2    Ice Tea Dispensers
1    Knife Rack w/skirt
1    Wall Mounted Employee Lockers
2    Microwave - 2200 Watts
1    Electric Griddle (Breakfast units only)
2    Packet Rack Condiment Holder
1    Fry Freezer on Casters w/warranty
1    Safe w/Smart Lock
1    Water Filter System w/Prefilter
1    Warmer 2 Stacked w/Casters
2    Cheese Pump
1    Battery of 3 Fryers
1    1" Gas Hose Kit
1    Ice Machine w/Ice Bin
1    Double Oven w/Casters
1    3/4" Gas Hose Kit
1    Shake Machine
1    Mixer
1    Can Opener
1    Lever Waster Drains (set of 5)
3    Faucet
1    Slicer w/Heatlamp
1    Slicer w/Vegetable Chute
1    Twin Airpot Brewer


                       Part I - continued


1    Case of Airpots (6) - 4 Black and 2 Orange
1    24" Ticket Holder
4    Cup Dispensers - Vertical Mount
8    Cup Dispensers - Horizontal Mount
2    Toaster
2    Dessert DisplayCase
1    Chemical Cabinet
1    Lot Dry Storage Mobile Shelving/Cooler & Freezer Shelving
1    4 Compartment Sink
1    Lot 4 Compartment Sink Shelving
1    Prep Sink
1    Lot Prep Sink Shelving
1    Lot Music System Shelving
1    Lot Front Counter Shelving
1    Prep Table (30" x 108")
1    Griddle Table (24" x 36") (Breakfast units only)
1    54" Fry Dump Type A w/Dry Storage & Shelf
1    16'-0" Slicer Table w/Handsink
1    Standard Smallwares Package
1    VCR Wireless Remote
3    Accuweigh Scale
1    CO2 System: Carbonizer 400, Bulk CO2Tank
1    1/2" Interior Menuboard System
1    Full Exterior Menuboard w/Speakerpost
1    Set 3 Appendages for Exterior Menuboard System
1    Standard 1 Tower Coke System for D/T Window
1    Set Self-Serve Drink System w/Icemaker & 6 Soda Valves
1    Set Slide-Out Units for Self-Serve Beverage Bar
1    Register Package
1    Drive-Thru & Dining Area Music System
1    Signage Package (B-16 Sign w/5x8 Readerboard, (4) sets
     36" Arby's Building Letters, 48" Exposed Neon Logo)
1    Set Exterior Awnings
1    Border Neon Package
1    Remote Condiment Dispensing System
1    Portion Cup Dispensers
1    Decor/Seating Package
Lot  Pendant Lights
                       Part I - continued

Lot  Convection oven, display cabinets, gourmet coffee system
     and signage used in the operation of a "TJ Cinnamon's"
     franchise at the Premises.
2    Exhaust Hood with Exhaust Fans and Fire Extinguisher
Lot  Yard Lights
1    Walk-In Cooler/Freezer & Remote Condenser

                             Part II

     Electrical, Heating and Air Conditioning

                           EXHIBIT "C"

Arby's/Sbarro, Site #6910, Coon Rapids, Anoka County, Minnesota


                          RENT ADDENDUM
                               to
                         LEASE AGREEMENT


     THIS  RENT ADDENDUM dated February 20, 2001, by and  between
CNL  RESTAURANT  INVESTORS PROPERTIES, LLC,  a  Delaware  limited
liability company as "Landlord", and FRANCHISE ASSOCIATES,  INC.,
a  Minnesota  corporation, as "Tenant", for  Arby's/Sbarro,  Site
#6910,  Coon Rapids, Anoka County, Minnesota, is attached to  and
made  a  part  of  that certain Lease Agreement  by  and  between
Landlord   and  Tenant  of  even  date  herewith  (the  "Lease").
Notwithstanding any other provision to the contrary which may  be
contained in said Lease, it is specifically agreed by and between
Landlord and Tenant as follows:

     1.   DEFINITIONS.  Capitalized terms used in this Rent Addendum
shall,  unless  otherwise defined, have the meaning  ascribed  to
them  in  the Lease or, if applicable, the Construction Addendum.
In  addition, for purposes of this Rent Addendum, the Lease  and,
if  applicable,  the Construction Addendum, the  following  terms
shall have the meaning ascribed to them:

     "Gross  Sales" shall mean the gross amount charged  for  all
sales  or services made from the Premises by Tenant, for cash  or
credit, paid or unpaid, less any sales taxes, returns, exchanges,
allowances,  discounts, employee meals, and  excluding  sales  of
Tenant's  Property or Tenant's leasehold interest.   Gross  Sales
shall  include, without limitation, gross Rents or other  amounts
received  by Tenant from the licensees or concessionaires  owning
and  operating  coin  operated  machines  and  devices,  such  as
cigarette machines, but not the amount taken in by such  machines
or  devices.  The term "sales tax" shall mean taxes which by  law
(1) are not imposed on Tenant or any other party prior to sale at
retail  by Tenant, but (2) are imposed on purchasers from  Tenant
at retail and collectible by Tenant from such purchasers.

     2.   COMMENCEMENT OF RENT.  On the date hereof, Landlord has
simultaneously  entered into the Lease with  Tenant  pursuant  to
which  Tenant has agreed to lease from Landlord the Premises  and
all  improvements now or hereafter constructed thereon.   Payment
of  Rent  shall  commence as of the Effective  Date  as  provided
herein, notwithstanding that any improvements contemplated to  be
constructed on the Premises may not be constructed or complete at
that time.

3.   ANNUAL RENT.

      (A)  Beginning on the Annual Rent Commencement Date, Tenant
covenants  and  agrees  to pay to Landlord annual  rent  ("Annual
Rent")  in  the annual amount of One Hundred Thirty-Six  Thousand
Five   Hundred  Eighty-Four  and  86/100  Dollars  ($136,584.86),
payable  to Landlord in equal monthly installments in the  amount
of  Eleven  Thousand Three Hundred Eighty-Two and 07/100  Dollars
($11,382.07) monthly in advance, on the first (1st) day  of  each
month.

(B)  INCREASES IN ANNUAL RENT.  Commencing at the end of the
fifth (5th) Lease Year after the Annual Rent Commencement Date,
and on each one (1) year anniversary of such date thereafter
during the term of this Lease (and any extension thereof), Annual
Rent shall be increased by an amount equal to one percent (1%) of
the Annual Rent payable during the immediately preceding Lease
Year.

     4.   PERCENTAGE RENT.  In addition to the Annual Rent set forth
above,  Tenant  shall  pay, as additional Rent,  percentage  rent
("Percentage Rent") as follows: Within thirty (30) calendar  days
after the expiration of each Lease Year, Tenant shall pay, in one
lump sum, an amount equal to (i) four percent (4%) multiplied  by
Tenant's  Gross Sales for the Lease Year then ended,  minus  (ii)
the Annual Rent payable for such Lease Year. At such time, Tenant
shall  also furnish Landlord a sworn statement showing the  Gross
Sales made by Tenant during such Lease Year then ended.

     (A)  INSPECTION OF RECORDS.  Landlord or its duly authorized
representatives  may on regular business days  within  reasonable
office  hours,  inspect  Tenant's  records  of  Gross  Sales  and
deductions  made  in  the Premises, either  at  the  Premises  or
elsewhere  as  reasonably  designated by  Tenant,  provided  such
inspection  is  commenced within thirty-six (36) months  after  a
statement  of Gross Sales is furnished to Landlord by  Tenant  or
should  have been delivered and is limited to the period  covered
by  such  statement.  Any claim by Landlord for revision  of  any
statement  of Gross Sales or for additional Percentage Rent  must
be  made in writing to Tenant within thirty-six (36) months after
the date such statement of Gross Sales is mailed to Landlord,  or
within  thirty (30) days following completion of its  inspection,
otherwise it shall be deemed waived by Landlord.

(B)  REPORTING ERRORS.  If Landlord inspects Tenant's records as
permitted by this Rent Addendum and if such inspection shows an
error(s) in the statements submitted by Tenant which results in
an understatement of Gross Sales by more than three percent (3%),
then in addition to paying the Percentage Rent due, Tenant shall
pay Landlord the reasonable cost of such inspection.  In the
event such inspection shows an overstatement of Gross Sales, then
Landlord shall refund such overpayment to Tenant.

     5.   SALES/USE TAX.  Tenant shall also pay to Landlord any sales
and  use tax imposed on any Rents payable hereunder from time  to
time  by  state law or any other governmental entity, which  sums
are  due monthly as to monthly rent payments and annually  as  to
Percentage  Rent on the due date of the rent payment  under  this
Lease.

6.   REPORTING.  Tenant shall, during the term of this Lease and
any extensions thereto:  (i) keep books and records reflecting
its financial condition including, but not limited to, the
operation of the Premises in accordance with generally accepted
accounting principles consistently applied; (ii) furnish to
Landlord within forty-five (45) days after the end of each fiscal
quarter of Tenant an unaudited financial statement of Tenant and
a statement of income and expenses of the Premises; (iii) cause
to be furnished to Landlord the fiscal year end audited current
signed financial statement of RTM, Inc., RTM Partners, Inc., RTM
Acquisition Company, L.L.C. and RTM Management Company, L.L.C.
(including an annual balance sheet, a profit/loss statement,
statement of cash flow and footnotes) within 120 days from the
close of the fiscal year for RTM, Inc., RTM Partners, Inc., RTM
Acquisition Company, L.L.C. and RTM Management Company, L.L.C.

7.   CONSOLIDATED FIXED CHARGE COVERAGE RATIO.  Tenant shall
maintain a Consolidated Fixed Charge Coverage Ratio of not less
than 1.1:1, based on an EBITDAR calculation (the "EBITDAR FCCR"),
The EBITDAR FCCR means, for the trailing twelve (12) month
period, the ratio of (a) the Tenant's Cash Flow for such period
to (b) the Tenant's Debt Service for such period.  "Cash Flow"
means (only as to the EBITDAR FCCR), for any period, an amount
equal to (a) the sum of (i) pre-tax income, (ii) interest
expense, (iii) all non-cash amounts in respect of depreciation
and amortization, (iv) rental payments, and (v) non-recurring
expenses less (b) non-recurring income, all as reflected on the
Tenant's financial statement for such period.  "Debt Service"
means (only as to the EBITDAR FCCR), all of the Tenant's
interest, the current portion of principal, rental payments and
current portion of capital lease obligations.  Notwithstanding
Tenant's failure to comply with the provisions of this Paragraph
7, Tenant shall not be in Default under the provisions of this
Lease unless and until a Default occurs under the provisions of
paragraph 13(a) of the Lease.

8.   LATE CHARGES.  In the event any installment of Rent is not
received by Landlord within ten (10) days of  its respective due
date, there shall be an automatic late charge due to Landlord
from Tenant in the amount of five percent (5%) of such delinquent
installment of rent.  All such late charges due hereunder shall
be deemed additional Rent, and are not penalties but rather are
charges attributable to administrative and collection costs
arising out of such delinquency.  In addition to such late
charge, in the event Landlord does not receive Rent when due
hereunder, interest at the rate of the maximum rate allowable by
law shall be due and payable with respect to such payment from
the due date thereof until Landlord receives such Rent.

9.   PAYMENTS OF RENTS.  All Rent payments shall be made by
electronic funds transfer to Landlord to the account and in
accordance with the procedures designated by Landlord, or in such
other manner as Landlord or its successors or assigns,
respectively, may from time to time designate in writing.

10.  NO ABATEMENT.  Unless otherwise stated in the Lease, no
abatement, offset, diminution or reduction of (a) Rent, charges
or other compensation, or (b) Tenant's other
obligations under this Lease shall be allowed to Tenant or any
person claiming under Tenant, under any circumstances or for any
reason whatsoever.

INITIALED FOR IDENTIFICATION:

/s/ RWC                            Franchise Associates, Inc.
                                   a Minnesota Corporation
                                   /s/ Douglas N Benham
                                   Senior Vice President

By Landlord                        By Tenant


                                   /s/ Daniel T Collins
                                   Vice President