AMENDED AND RESTATED LOAN AGREEMENT

        THIS AMENDED AND RESTATED LOAN AGREEMENT (this "Agreement") is made
effective as of October 1, 2000, by and between FFCA ACQUISITION CORPORATION,
a Delaware corporation ("FFCA"), whose address is 17207 North Perimeter
Drive, Scottsdale, Arizona 85255, and SHONEY'S, INC., a Tennessee corporation
("Debtor"), whose address is 1727 Elm Hill Pike, Nashville, Tennessee 37210.

                          PRELIMINARY STATEMENT:

        Debtor and FFCA FUNDING CORPORATION, a Delaware corporation
("Original Lender") executed a loan agreement dated September 6, 2000
("Original Loan Agreement") for the long-term financing for each of the
Premises.  Concurrently therewith, Debtor executed a Note ("Original Note")
for each Loan, and each Original Note was secured by a Mortgage executed by
Debtor in favor of Original Lender encumbering each of the Premises.
Original Lender has assigned the Original Loan Agreement, the Loan Documents,
the Original Notes and Mortgages to FFCA.

        Each Loan will hereafter be evidenced by an Amended and Restated Note
and secured by a first priority security interest in the corresponding
Premises pursuant to the corresponding Mortgage recorded under the Original
Loan Agreement and a Confirmation of Mortgage and Security Agreement.  FFCA
has committed to refinance the Loans pursuant to the terms and conditions of
this Agreement and the other Loan Documents.

        Unless otherwise expressly defined herein, all capitalized terms used
in this Agreement shall have the meanings set forth in Section 1.

                               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:

               "ACTION" has the meaning set forth in Section 10.A(4).

               "AFFILIATE" means any Person which directly or indirectly
        controls, is under common control with, or is controlled by any other
        Person.  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, whether through ownership of
        voting securities or otherwise.



               "AMENDED AND RESTATED NOTE" means each of, and "AMENDED AND
        RESTATED NOTES" means all of, the amended and restated notes executed
        by Debtor in connection with the execution of this Agreement with
        FFCA.

               "BUSINESS DAY" means any day on which national banks are not
        required or authorized to remain closed.

               "CAPITAL LEASE" has the meaning set forth in Section 7.B.

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

               "CLOSING DATE" has the meaning set forth in Section 4.

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

               "COMMITMENT" means that certain Commitment Letter dated June
        29, 2000 between FFCA and Debtor, and any amendments or supplements
        thereto.

               "CONFIRMATION OF MORTGAGE AND SECURITY AGREEMENT" or
        "CONFIRMATIONS OF MORTGAGE AND SECURITY AGREEMENT" means, as the
        context may require, the Confirmation of Mortgage and Security
        Agreement executed concurrently with this Agreement by Debtor for the
        benefit of Lender for each of the Mortgages corresponding to the
        applicable Amended and Restated Notes.  A Confirmation of Mortgage
        and Security Agreement will be executed for each Mortgage.

               "COUNSEL" means legal counsel to Debtor licensed in the
        states in which (i) the Premises are located, (ii) Debtor is
        incorporated or formed; provided, however, that legal counsel
        licensed in states other than Delaware and approved by FFCA may
        provide opinions with respect to Delaware law, and (iii) Debtor
        maintains its chief executive office, as selected by Debtor and
        approved by FFCA.

               "DEBT" has the meaning set forth in Section 7.B.

               "DEBTOR ENTITIES" means, collectively, Debtor, Related
        Debtors and any Affiliate of Debtor or any Related Debtor.

               "DEFAULT RATE"  has the meaning set forth in the Notes.

               "DE MINIMIS AMOUNTS" means, (i) with respect to any
        presence, Release or Threatened Release of Hazardous Materials, those
        quantities of Hazardous Materials in any form or combination of
        forms, which do not constitute a violation requiring regulation or
        remediation under any Environmental Laws in the state in which the
        affected Premises is located, and (ii) with respect to the use or
        storage of Hazardous Materials in or upon the Premises, those
        quantities of Hazardous Materials customarily


                                    2

        employed in the ordinary course of, or associated with the operation
        of a Permitted Concept and used or stored in compliance with
        Environmental Laws.

               "DEPRECIATION AND AMORTIZATION" has the meaning set forth in
        Section 7.B.

               "DISCLOSURES" has the meaning set forth in Section 14.P.

               "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 Debtor or
        FFCA by any third party (including, without limitation, any
        Governmental Authority), including, without limitation, any condition
        resulting from the operation of Debtor's business at the Premises
        and/or the operation of the business of any other property owner or
        operator in the vicinity of the Premises and/or any activity or
        operation formerly conducted by any Person on or off the Premises.

               "ENVIRONMENTAL INDEMNITY AGREEMENT" or "ENVIRONMENTAL
        INDEMNITY AGREEMENTS" means, as the context may require, the
        Environmental Indemnity Agreement dated as of September 6, 2000,
        executed by Debtor for the benefit of the Indemnified Parties and
        such other parties as are identified in such agreement with respect
        to a Premises as such Environmental Indemnity Agreements have been
        assigned to FFCA, as the same may be amended from time to time.  An
        Environmental Indemnity Agreement will be executed for each Premises.

               "ENVIRONMENTAL INSURER" means American International
        Specialty Lines Insurance Company or such other environmental
        insurance company as FFCA may select.

               "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 Hazardous Materials
        and/or the protection of human health or the environment by reason
        of a Release or a Threatened Release of Hazardous Materials or
        relating to liability for or costs of Remediation or prevention of
        Releases.  "Environmental Laws" includes, but is not limited to, the
        following statutes, as amended, any successor thereto, and any
        regulations, rulings, orders or decrees 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


                                   3

        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, whether or
        not in connection with transfer of title to or interest in property;
        imposing conditions or requirements relating to Hazardous Materials
        in connection with permits or other authorization for lawful
        activity; relating to nuisance, trespass or other causes of action
        related to Hazardous Materials; and relating to wrongful death,
        personal injury, or property or other damage in connection with the
        physical condition or use of the Premises by reason of the presence
        of Hazardous Materials in, on, under or above the Premises.

               "ENVIRONMENTAL POLICIES" means environmental insurance
        policies issued by Environmental Insurer to Original Lender under the
        Original Loan Agreement and thereafter assigned to FFCA with respect
        to the Premises.

               "EQUIPMENT PAYMENT AMOUNT" has the meaning set forth in
        Section 7.B.

               "EVENT OF DEFAULT" has the meaning set forth in Section 10.

               "FCCR AMOUNT" has the meaning set forth in Section 10.A (6).

               "FFCA ENTITIES" means, collectively, FFCA, Franchise Finance
        and any Affiliate of FFCA or Franchise Finance.

               "FFCA PAYMENTS" has the meaning set forth in Section 7.B.

               "FIXED CHARGE COVERAGE RATIO" has the meaning set forth in
        Section 7.B.

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

               "GAAP" means generally accepted accounting principles in the
        United States, at the time at which the information affected by these
        principles was prepared, consistently applied.

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

               "GROSS SALES" has the meaning set forth in Section 7.B.


                                    4

               "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," "regulated substances" 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 the Premises or the
        operations or activity at 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 the Premises or the owners and/or
        occupants of property adjacent to or surrounding the Premises.

               "INDEMNIFIED PARTIES" has the meaning set forth in Section
        12.

               "INTEREST EXPENSE" has the meaning set forth in Section 7.B.

               "LICENSE AGREEMENT" means the license agreement dated as of
        September 6, 2000 between Debtor and Original Lender, which License
        Agreement was assigned to FFCA, pursuant to which Debtor granted FFCA
        a license to use the trade name and trademarks of Debtor and to
        operate the Premises as  Shoney's restaurants upon the terms and
        conditions set forth therein, as the same may be amended from time
        to time.

               "LOAN" or "LOANS" means, as the context may require, the
        loan for each Premises, or the loans for all of the Premises as
        described in the Original Loan Agreement and as refinanced in this
        Agreement.

               "LOAN AMOUNT" or "LOAN AMOUNTS" means, as the context may
        require, the aggregate amount set forth in Section 2 or, with respect
        to each Premises, the individual amount set forth in Exhibit A.

               "LOAN DOCUMENTS" means, collectively, this Agreement, the
        Amended and Restated Notes, the Mortgages, the Confirmations of
        Mortgage and Security Agreement, the Environmental Indemnity
        Agreements, the UCC-1 Financing Statements, the License Agreement and
        all other documents, instruments and agreements executed in
        connection with the Original Loan Agreement, all as assigned, amended
        and supplemented and any and all replacements or substitutions
        thereof, including, but not limited to, those executed concurrently
        with this Agreement.

               "LOAN POOL" means:


                                    5

               (i)     in the context of a Securitization, any pool or
        group of loans that are a part of such Securitization;

               (ii)    in the context of a Transfer, all loans which are
        sold, transferred or assigned to the same transferee; and

               (iii)   in the context of a Participation, all loans as to
        which participating interests are granted to the same participant.

               "LOST NOTE" has the meaning set forth in Section 7.C.

               "MATERIAL ADVERSE EFFECT" means any material adverse effect
        on (i) any Premises, including, without limitation, the operation of
        any of the Premises as a Permitted Concept and/or the value of any
        of the Premises or (ii) Debtor's ability to perform its obligations
        under this Agreement, the Notes and the other Loan Documents.

               "MODIFIED FCCR AMOUNT" has the meaning set forth in Section
        10.A.(6).

               "MORTGAGE" or "MORTGAGES" means, as the context may require,
        the deed of trust, deed to secure debt or mortgage dated as of
        September 6, 2000 executed by Debtor for the benefit of Original
        Lender and thereafter assigned by Original Lender to FFCA with
        respect to a Premises or the deeds of trust, deeds to secure debt or
        mortgages dated September 6, 2000 executed by Debtor for the benefit
        of Original Lender and thereafter assigned by Original Lender to FFCA
        with respect to all of the Premises, as the same may be amended from
        time to time.  The terms "Mortgage" and "Mortgages" shall also
        include the Confirmations of Mortgage and Security Agreement executed
        by Debtor concurrently with this Agreement with respect to the
        Premises.  There will be an executed Confirmation of Mortgage and
        Security Agreement for each Premises.

               "NET INCOME" has the meaning set forth in Section 7.B.

               "NOTE" or "NOTES" means, as the context may require, the
        original promissory note dated as of  September 6, 2000 executed by
        Debtor in favor of Original Lender which Note was subsequently
        assigned to FFCA, evidencing a Loan with respect to a Premises or the
        promissory notes dated as of September 6, 2000 executed by Debtor in
        favor of Original Lender which were subsequently assigned to FFCA,
        evidencing the Loans with respect to all of the Premises, as such
        Notes are amended and restated concurrently with this Agreement as
        evidenced by the Amended and Restated Notes, as applicable, and as
        such Note may be otherwise amended from time to time, as the same may
        be amended, restated and/or substituted from time to time, including,
        without limitation, as a result of the payment of the FCCR Amount or
        the Modified FCCR Amount pursuant to Section 10. A Note will be
        executed for each Premises in the Loan Amount corresponding to such
        Premises.  All references in the Loan Documents to the Note which are
        applicable to the period of time from and after the execution and
        delivery of an


                                    6

        Amended and Restated Note, to the extent applicable, shall mean such
        Amended and Restated Note.

               "OPERATING LEASE EXPENSE" has the meaning set forth in
        Section 7.B.

               "OTHER AGREEMENTS" means, collectively, all agreements and
        instruments between, among or by (1) any of the Debtor Entities, and,
        or for the benefit of, (2) any of the FFCA Entities, including,
        without limitation, the Related Loan Documents; provided, however,
        the term "Other Agreements" shall not include the agreements and
        instruments defined as the Loan Documents.

               "PARTICIPATION" means one or more grants by FFCA or any of
        the other FFCA Entities to a third party of a participating interest
        in notes evidencing obligations to repay secured or unsecured loans
        owned by FFCA or any of the other FFCA Entities or any or all
        servicing rights with respect thereto.

               "PERMITTED CONCEPT" means a Shoney's restaurant; provided,
        however, up to two (2) of the Premises may be operated as another
        nationally or regionally recognized restaurant concept.

               "PERMITTED EXCEPTIONS" means those recorded easements,
        restrictions, liens and encumbrances set forth as exceptions in the
        title insurance policies issued by Title Company to FFCA and approved
        by FFCA on September 6, 2000 in connection with the closing of the
        Loans, and those certain matters set forth on the ALTA surveys of the
        Premises obtained pursuant to Section 9.D which the Title Company has
        insured over and approved by FFCA, in connection with the closing of
        the Loans.

               "PERSON" means any individual, corporation, partnership,
        limited liability company, trust, unincorporated organization,
        Governmental Authority or any other form of entity.

               "PERSONAL PROPERTY" means, to the extent applicable, all
        machinery, appliances, furniture, equipment, trade fixtures, and
        other personal property now or hereafter located on or at the
        Premises or, to the extent applicable, the Substitute Premises.

               "PREMISES" means, collectively, the parcel or parcels of
        real estate described by addresses and FFCA File Numbers on Exhibit
        A attached hereto, together with 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), and all Personal Property.  As used
        herein, the term "Premises" shall mean either a singular property or
        all of the properties collectively, as the context may require.


                                    7

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

               "REFINANCING" has the meaning set forth in Section 2(b).

               "RELATED DEBTORS" means, collectively, Shoney's Properties
        Group 1, LLC, a Delaware limited liability company, Shoney's
        Properties Group 2, LLC, a Delaware limited liability company,
        Shoney's Properties Group 3, LLC, a Delaware limited liability
        company, Shoney's Properties Group 4, LLC, a Delaware limited
        liability company, Shoney's Properties Group 5, LLC, a Delaware
        limited liability company, and Shoney's Properties Group 6, LLC, a
        Delaware limited liability company.

               "RELATED LEASES" means, collectively, those certain Master
        Leases dated September 6, 2000 between any of the FFCA Entities and
        any of the Related Debtors as may be amended from time to time.

               "RELATED LOAN AGREEMENTS" means, collectively, those certain
        loan agreements dated as of September 6, 2000 between any of the FFCA
        Entities and any of the Related Debtors, as the same may be amended
        from time to time.

               "RELATED LOAN DOCUMENTS" means, collectively, the Related
        Loan Agreements, the Related Notes and all other agreements and
        instruments between, among or by any of the Related Debtors and, or
        for the benefit of, any of the FFCA Entities and executed pursuant
        to any of the Related Loan Agreements, as the same may be amended
        from time to time.

               "RELATED NOTES" means, collectively, the promissory notes
        dated as of September 6, 2000 executed by any of the Related Debtors
        and payable to any of the FFCA Entities pursuant to any of the
        Related Loan Agreements and any amendments, extensions or
        modifications thereof.

               "RELEASE" means any presence, release, deposit, discharge,
        emission, leaking, spilling, seeping, migrating, injecting, pumping,
        pouring, emptying, escaping, dumping, disposing, leaching or other
        movement of Hazardous Materials in, on, under, to or from 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, except in De Minimis
        Amounts.

               "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


                                    8

        inspection, investigation, study, monitoring, assessment, audit,
        sampling and testing, laboratory or other analysis, or any evaluation
        relating to any Hazardous Materials.

               "SECURITIZATION" means one or more sales, dispositions,
        transfers or assignments by FFCA or any of the other FFCA Entities
        to a special purpose corporation, trust or other entity identified
        by FFCA or any of the other FFCA Entities of notes evidencing
        obligations to repay secured or unsecured loans owned by FFCA or any
        of the other FFCA Entities (and, to the extent applicable, the
        subsequent sale, transfer or assignment of such notes to another
        special purpose corporation, trust or other entity identified by FFCA
        or any of the other FFCA Entities), and the issuance of  bonds,
        certificates, notes or other instruments evidencing interests in
        pools of such loans, whether in connection with a permanent asset
        securitization or a sale of loans in anticipation of a permanent
        asset securitization.  Each Securitization shall be undertaken in
        accordance with all requirements which may be imposed by the
        investors or the rating agencies involved in each such sale,
        disposition, transfer or assignment or which may be imposed by
        applicable securities, tax or other laws or regulations, including,
        without limitation, laws relating to FFCA's status as a real estate
        investment trust.

               "SUBJECT PREMISES" has the meaning set forth in Section
        10.A(6).

               "SUBSTITUTE DOCUMENTS" has the meaning set forth in Section
        13.

               "SUBSTITUTE PREMISES" means one or more parcels of real
        estate substituted for a Premises in accordance with the requirements
        of Section 13, together with all rights, privileges and appurtenances
        associated therewith and all buildings, fixtures and other
        improvements located thereon (whether or not affixed to such real
        estate), and all Personal Property.  For purposes of clarity, where
        two or more parcels of real property comprise a Substitute Premises,
        such parcels shall be aggregated and deemed to constitute the
        Substitute Premises for all purposes of this Agreement.

               "SUBSTITUTE PREMISES PERMITTED EXCEPTIONS" has the meaning
        set forth in Section 13.

               "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 the Premises which may result from such
        Release.

               "TITLE COMPANY" means the title insurance company described
        in Section 4.

               "TRANSFER" means one or more sales, transfers or assignments
        by FFCA or any of the other FFCA Entities to a third party of notes
        evidencing obligations to repay secured or unsecured loans owned by
        FFCA or any of the other FFCA Entities or any or all servicing rights
        with respect thereto.


                                    9

               "UCC-1 FINANCING STATEMENTS" means such UCC-1 Financing
        Statements as Original Lender required to be executed and delivered
        by Debtor with respect to the transactions contemplated by the
        Original Loan Agreement, which UCC-1 Financing Statements were
        assigned by Original Lender to FFCA pursuant to certain UCC-3
        Financing Statements.

        2.     TRANSACTION.     (a)  On the terms and subject to the
conditions set forth in the Loan Documents, FFCA shall refinance the Loans.
The Loans will be evidenced by the Notes and secured by the Mortgages.
Debtor shall repay the outstanding principal amount of the Loans together
with interest thereon in the manner and in accordance with the terms and
conditions of the Notes and the other Loan Documents.  The aggregate Loan
Amount shall be $8,750,000.00, allocated among the Premises as set forth on
the attached Exhibit A.  The Loans shall be advanced at the Closing in cash
or otherwise immediately available funds subject to any prorations and
adjustments required by this Agreement.  FFCA will provide reasonable
cooperation in connection with any request by Debtor for information related
to the preparation of necessary or appropriate tax records and reports for
the Premises.

               (b)     FFCA shall convert the interest rate under the Notes
from a variable rate of interest to a fixed rate of interest (the
"Refinancing").  The Notes shall be amended and restated pursuant to the
Amended and Restated Notes.  Simultaneously with the execution and delivery
of the Amended and Restated Notes, Debtor shall also execute the
Confirmations of Mortgage and Security Agreement encumbering the Premises
corresponding to the Notes to evidence the continued first priority of such
Mortgages.  In addition, on or prior to the Refinancing, Debtor shall

                       (i)    cause Counsel to deliver such opinions as
               FFCA may reasonably require with respect to the Amended and
               Restated Notes and the other documents FFCA requires Debtor
               to execute as a result of the Refinancing, the substance of
               which opinions shall be substantially the same as those in
               the opinions delivered at the Closing of the Original Loan
               Agreement, modified to the extent required to address the
               transactions covered by this Agreement.

                       (ii)   cause Title Company to issue an endorsement
               to the loan policies of title insurance issued to FFCA in
               connection with the Closing (as defined in the Original Loan
               Agreement) with respect to the Mortgages corresponding to
               the Notes bringing current the effective date of such
               policies through the date of execution of this Agreement
               without adding any exceptions to such policies other than
               for then current taxes not yet due and payable, and

                       (iii)  take such other actions and execute such
               additional documents as FFCA may reasonably require to
               evidence the Refinancing.

Debtor shall be solely responsible for the payment of all costs and expenses
incurred by FFCA and Debtor as a result of the Refinancing, including,
without limitation, Debtor's attorney's fees


                                   10

and expenses, FFCA's reasonable attorney's fees and expenses, title insurance
charges, recording fees and documentary stamps charges.

        3.     INTENTIONALLY DELETED.

        4.     CLOSING.  (a) Each Loan shall be closed (the "Closing")
within 30 days following the satisfaction of all of the terms and conditions
contained in this Agreement, but in no event shall the date of the Closing be
extended beyond November 30, 2000, unless such extension shall be approved by
FFCA in its sole discretion (the date on which the Closing shall occur is
referred to herein as the "Closing Date").

        (b)    FFCA has ordered a title insurance pro forma endorsement for
each Premises from Lawyers Title Insurance Corporation ("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. All costs of such transaction shall be borne by Debtor,
including, without limitation, the cost of title insurance and all
endorsements required by FFCA, survey charges, UCC and litigation search
charges, the attorneys' fees of Debtor, reasonable attorneys' fees and
expenses of FFCA, stamp taxes, mortgage taxes, transfer fees, escrow and
recording fees and site inspection fees for the Premises, if any.  All real
and personal property and other applicable taxes and assessments and other
charges relating to the Premises which are due and payable on or prior to the
Closing Date as well as 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 policies described in
Section 9.C, shall be paid by Debtor at or prior to the Closing if not
previously paid at the Closing of the Original Loan Agreement.  Except for
the original Loan Documents assigned to FFCA and not amended and restated
hereunder, all Closing documents under this Agreement shall be dated as of
October 1, 2000.

        Debtor and FFCA hereby employ Title Company to act as escrow agent
in connection with the transaction described in this Agreement. Title Company
shall not cause the transaction to close unless and until it has received
written instructions from FFCA and Debtor to do so.  Debtor and FFCA 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 FFCA's or Debtor's respective credit all amounts necessary to procure the
delivery of such documents and to pay, on behalf of FFCA and Debtor, all
charges and obligations payable by them, respectively.  Debtor 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 Debtor and FFCA 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 reasonable attorneys' fees incurred in


                                   11

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 Debtor and FFCA.
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.

        5.     REPRESENTATIONS AND WARRANTIES OF FFCA.  The representations
and warranties of FFCA contained in this Section are being made by FFCA as of
the date of this Agreement and as of the Closing Date to induce Debtor to
enter into this Agreement and consummate the transactions contemplated
herein, and Debtor has relied, and will continue to rely, upon such
representations and warranties from and after the execution of this Agreement
and the Closing.  FFCA represents and warrants to Debtor as follows:

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

               B.      AUTHORITY OF FFCA.  The Person who has executed this
        Agreement on behalf of FFCA is duly authorized so to do.

               C.      ENFORCEABILITY.  Upon execution by FFCA, this
        Agreement shall constitute the legal, valid and binding obligation
        of FFCA, enforceable against FFCA in accordance with its terms,
        subject to general equity principles and to applicable bankruptcy,
        insolvency, reorganization, moratorium and similar laws from time to
        time in effect affecting the enforcement of creditors' rights
        generally.

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

        6.     REPRESENTATIONS AND WARRANTIES OF DEBTOR.  The
representations and warranties of Debtor contained in this Section are being
made by Debtor as of the date of this Agreement and will be reaffirmed as of
the Closing Date to induce FFCA to enter into this Agreement and consummate
the transactions contemplated herein, and FFCA has relied, and will continue
to


                                    12

rely, upon such representations and warranties from and after the execution
of this Agreement and the Closing.  Debtor represents and warrants to FFCA as
follows:

               A.      INFORMATION AND FINANCIAL STATEMENTS.  Debtor has
        delivered to FFCA copies of the following financial statements:

                       (1)    Debtor's Form 10-Q for the quarters ended
               February 20, 2000 and May 14, 2000 as filed with the United
               States Securities and Exchange Commission ("SEC");

                       (2)    Debtor's Form 10-K for the years ended
               October 26, 1997, October 25, 1998 and October 31, 1999, as
               filed with the SEC;

                       (3)    Debtor's unaudited consolidated profit and
               loss statements and balance sheets for the 28 week period
               ended May 14, 2000; and

                       (4)    Debtor's unaudited profit and loss
               statements for each of the Premises for (i) the 52 week
               period ended October 25, 1998 and the 53 week period ended
               October 31, 1999; (ii) the 20 week periods ended March 14,
               1999 and March 19, 2000; and (iii) the 28 week periods ended
               May 9, 1999 and May 14, 2000 (collectively, the "Financial
               Statements").

               The Financial Statements are true, correct and complete in
        all material respects as of their respective dates; and no material
        adverse change has occurred with respect to any such Financial
        Statements provided to FFCA since the date such  Financial Statements
        were prepared or delivered to FFCA.  Debtor understands that FFCA is
        relying upon such Financial Statements and Debtor represents that
        such reliance is reasonable.  All such Financial Statements listed
        in paragraph (1) and (2) above, were prepared in accordance with GAAP
        and all such Financial Statements accurately reflect, as of their
        respective dates, the financial condition of each entity to which
        they pertain.

               B.      ORGANIZATION AND AUTHORITY.  (1)  Debtor is duly
        organized or formed, validly existing and in good standing under the
        laws of its state of incorporation or formation, and qualified as a
        foreign corporation, to do business in any jurisdiction where any of
        the Premises are located.  All necessary corporate action has been
        taken to authorize the execution, delivery and performance of this
        Agreement and the other Loan Documents.

               (2)     The Person(s) who have executed this Agreement on
        behalf of Debtor are duly authorized so to do.

               C.      ENFORCEABILITY OF DOCUMENTS.  Upon execution by
        Debtor, this Agreement, the other Loan Documents and the License
        Agreement shall constitute the legal, valid and binding obligations
        of Debtor, enforceable against Debtor in accordance with their


                                  13

        respective terms, subject to general equitable principles and to
        applicable bankruptcy, insolvency, reorganization, moratorium and
        similar laws from time to time in effect affecting the enforcement
        of creditors' rights generally.

               D.      LITIGATION.  There are no suits, actions,
        proceedings or investigations pending or to the best of Debtor's
        knowledge threatened against or involving Debtor or the Premises
        before any arbitrator or, Governmental Authority which might
        reasonably be expected to result in any Material Adverse Effect.

               E.      ABSENCE OF BREACHES OR DEFAULTS.  No default on the
        part of Debtor exists under any document, instrument or agreement to
        which Debtor is a party or by which Debtor or the Premises is subject
        or bound, which could reasonably be expected to result in any
        Material Adverse Effect.  The authorization, execution, delivery and
        performance of this Agreement, the other Loan Documents and the
        License Agreement will not result, in any breach or default under any
        other document, instrument or agreement to which Debtor is a party
        or by which Debtor or any of the Premises is subject or bound.  The
        authorization, execution, delivery and performance of this Agreement,
        the other Loan Documents, and the License Agreement will not violate
        any applicable law, statute, regulation, rule, ordinance, code, rule
        or order which could reasonably be expected to result in any Material
        Adverse Effect.

               F.      UTILITIES.  The Premises are served by public
        utilities deemed adequate by Debtor to permit full utilization of the
        Premises as a Permitted Concept and all utility connection fees and
        use charges that are due and payable have been paid in full.

               G.      INTENDED USE AND ZONING; COMPLIANCE WITH LAWS.
        Debtor intends to use each of the Premises solely for the operation
        of a Permitted Concept, in accordance with the standards of
        operations in effect on a system - wide basis for such Permitted
        Concept, and related ingress, egress and parking, and for no other
        purposes.  Each of the Premises is in compliance with all applicable
        zoning requirements and the use of each of the Premises as a
        Permitted Concept does not constitute a nonconforming use under
        applicable zoning requirements, except for such non-compliance as
        would not reasonably be expected to result in any Material Adverse
        Effect.  The Premises comply with all applicable statutes,
        regulations, rules, ordinances, codes, licenses, permits, orders and
        approvals of each Governmental Authority having jurisdiction over the
        Premises, 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 Debtor, except for such
        non-compliance as would not reasonably be expected to result in any
        Material Adverse Effect.

               H.      AREA DEVELOPMENT; WETLANDS.  No condemnation or
        eminent domain proceedings affecting the Premises have been commenced
        or, to the best of Debtor's


                                   14

        knowledge, are contemplated as of the Closing.  Debtor has not
        received written notice that the areas where the Premises are located
        have been declared blighted by any Governmental Authority or that the
        real property bordering any of the Premises are designated by any
        Governmental Authority as wetlands.

               I.      LICENSES AND PERMITS; ACCESS.  All required licenses
        and permits, both governmental and private, to use and operate each
        of the Premises as a Permitted Concept have been obtained, except for
        such licenses or permits, the absence of which would not be
        reasonably expected to have any Material Adverse Effect.  Each of the
        Premises has access, either directly or by a perpetual easement, to
        public roads and ways, and, to the best of Debtor's knowledge, all
        such public roads and ways have been completed and dedicated to
        public use.

               J.      CONDITION OF PREMISES AND PERSONAL PROPERTY.  The
        Premises, and the Personal Property are of good workmanship and
        materials, fully equipped and operational, in good condition and
        repair and, to the best of Debtor's knowledge, free from structural
        defects.

               K.      ENVIRONMENTAL.  Except as set forth in the
        Questionnaires, other than in De Minimis Amounts or in compliance
        with all applicable Environmental Laws, no Hazardous Materials have
        been used, handled, manufactured, generated, produced, stored,
        treated, processed, transferred or disposed of at or on any of the
        Premises by Debtor or its Affiliates or, to the best of Debtor's
        knowledge, by any prior owner of any of the Premises which might
        reasonably be expected to result in any Material Adverse Effect.
        Except as set forth in the Questionnaires, other than in De Minimis
        Amounts, no Release or Threatened Release has occurred at or on any
        of the Premises while in the possession and control of the Debtor and
        its Affiliates or, to the best of Debtor's knowledge, while in the
        possession and control of any prior owner of any of the Premises
        which might reasonably be expected to result in any Material Adverse
        Effect.  Except as set forth in the Questionnaires, the activities,
        operations and business undertaken on, at or about each of the
        Premises by Debtor and its Affiliates, including, without limitation,
        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, except such non-compliance which would not
        reasonably be expected to result in any Material Adverse Effect.
        Except as set forth in the Questionnaires, no further action is
        required to remedy any Environmental Condition or violation of, or
        to be in compliance in all material respects with, any Environmental
        Laws and no lien has been imposed on any of the Properties by any
        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, to the best of Debtor's knowledge,
        threatened litigation or proceeding before any Governmental Authority
        in which any Person 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


                                   15

        action, nor has Debtor (a) received any notice (and Debtor has no
        actual knowledge) that any Governmental Authority or any employee or
        agent thereof has determined, threatens to determine or intends to
        require 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.

               Original Lender charged Debtor a fee for the Environmental
        Policies.  Debtor acknowledges that the Environmental Policies are
        for the sole protection of FFCA and will not protect Debtor or
        provide Debtor with any coverage thereunder.

               The information and disclosures in the Questionnaires are
        true, correct and complete in all material respects, FFCA may rely
        on such information and disclosures, and the Persons executing the
        Questionnaires were duly authorized to do so.

               L.      TITLE TO PREMISES AND PERSONAL PROPERTY; FIRST
        PRIORITY LIEN.  Fee title to each of the Premises is vested in
        Debtor, free and clear of all liens, encumbrances, charges and
        security interests of any nature whatsoever, except the Permitted
        Exceptions and the terms and conditions of any recorded instrument
        that creates any non-fee simple easement or estate which are part of
        the description of the Premises that is insured under Schedule A of
        the title insurance policies issued by the Title Company to FFCA and
        approved by FFCA in connection with the closing of the Loans.  Debtor
        is the owner of all of the Personal Property except for the personal
        property described on Exhibit B to this Agreement free and clear of
        all liens, encumbrances, charges and security interests of any nature
        whatsoever.  Upon Closing, FFCA shall have a first priority lien upon
        and security interest in each of the Premises pursuant to the
        Mortgages and the UCC-1 Financing Statements (and upon filing of the
        UCC-3 Financing Statements) and the Personal Property.

               M.      NO OTHER AGREEMENTS AND OPTIONS.  Neither Debtor nor
        any of the Premises are 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 or hinder FFCA in making the Loans or exercising any
        of


                                    16

        its rights or remedies under the Loan Documents or prevent or hinder
        Debtor from fulfilling its obligations under this Agreement or the
        other Loan Documents.

               N.      NO MECHANICS' LIENS.  There are no outstanding
        mechanics' liens, or rights to claim a mechanics' lien in favor of
        any materialman, laborer, or any other Person in connection with
        labor or materials furnished to or performed on any portion of the
        Premises; no work has been performed or is in progress nor have
        materials been supplied to the Premises or agreements entered into
        for work to be performed or materials to be supplied to the Premises
        prior to the date hereof, which will not have been fully paid for on
        or before the date such payment becomes delinquent; Debtor 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 the Premises prior to the Closing Date; and Debtor shall and does
        hereby agree to defend, indemnify and forever hold FFCA and FFCA's
        designees harmless for, from and against any and all such mechanics'
        lien claims, or other commitments relating to the Premises.

               O.      NO RELIANCE.  Debtor acknowledges that FFCA did not
        prepare or assist in the preparation of any of the projected
        financial information used by Debtor in analyzing the economic
        viability and feasibility of the transaction contemplated by this
        Agreement.  Furthermore, Debtor acknowledges that it has not relied
        upon, nor may it hereafter rely upon, the analysis undertaken by FFCA
        in determining the Loan Amounts, and such analysis will not be made
        available to Debtor.

        All representations and warranties of Debtor made in this Agreement
shall be and will remain true and complete in all respects as of the Closing
Date as if made and restated in full as of such time and shall survive the
Closing.

        7.     COVENANTS.  Debtor covenants to FFCA from and after the
Closing Date as follows:

               A.      INSPECTIONS.  Debtor shall, at all reasonable times
        and upon not less than five Business Days' prior written notice
        (except for emergencies or where notice is not otherwise
        practicable), (i) provide FFCA and FFCA's officers, employees,
        agents, advisors, attorneys, accountants, architects, and engineers
        with access to the Premises, all drawings, plans, and specifications
        for the Premises in possession of Debtor, all engineering reports
        relating to the Premises in the possession of Debtor, the files,
        correspondence and documents relating to the Premises, and the
        financial books and records, including lists of delinquencies,
        relating to the ownership, operation, and maintenance of the Premises
        (including, without limitation, any of the foregoing information
        stored in any computer files), (ii) allow such Persons to make such
        inspections, tests, copies, and verifications as FFCA considers
        necessary, and (iii) if the Fixed Charge Coverage Ratio requirement
        set forth in the following Section 7.B has not been maintained, pay
        expenses reasonably incurred by FFCA from time to time in


                                   17

        conducting such inspections, tests, copies and verifications upon
        demand (such amounts to bear interest at the Default Rate until paid
        if not paid upon demand).

               B.      FIXED CHARGE COVERAGE RATIO. Until such time as all
        of Debtor's obligations under the Notes and the other Loan Documents
        are paid, satisfied and discharged in full, Debtor shall maintain an
        aggregate Fixed Charge Coverage Ratio with respect to all of the
        Premises then owned by the Debtor of at least 1.25:1, as determined
        on the last day of each fiscal year of Debtor, the first such fiscal
        year commencing on October 29, 2000, and ending on October 28, 2001,
        and, thereafter, each fiscal year commencing on the day after the
        last Sunday in October of each year and ending on the last Sunday in
        October of the following year.   For purposes of this Section, the
        term "Fixed Charge Coverage Ratio" shall mean with respect to the
        fifty-two (52) or, when applicable due to Debtor's fiscal year end,
        fifty-three (53) week period of time immediately preceding the date
        of determination, the ratio calculated for such period of time, each
        as determined in accordance with GAAP, of (a) the sum of Net Income,
        Depreciation and Amortization, Interest Expense, Operating Lease
        Expense, and the Equipment Payment Amount less a corporate overhead
        allocation in an amount equal to 4.5% of Gross Sales, to (b) the sum
        of the FFCA Payments, Operating Lease Expense and the Equipment
        Payment Amount; provided, however, that, with respect to each of the
        Premises which are leased pursuant to Section 3.06(c) of the
        Mortgage, clause (a) of the ratio for such Premises during the period
        of time in which the applicable lease is in effect shall be equal to
        the sum of the rent payable to Debtor, as lessor, under the
        applicable lease plus the royalty payments payable to Debtor by the
        applicable franchisee.

        For purposes of this Section, the following terms shall be defined
        as set forth below:

                       "CAPITAL LEASE" shall mean any lease of any property
               (whether real, personal or mixed) by Debtor with respect to
               one or more of the Premises which lease would, in conformity
               with GAAP, be required to be accounted for as a capital
               lease on the balance sheet of Debtor.  The term "Capital
               Lease" shall not include any operating lease.

                       "DEBT" shall mean as directly related to all of the
               Premises and the period of determination (i) indebtedness
               for borrowed money, (ii) obligations evidenced by bonds,
               indentures, notes or similar instruments, (iii) obligations
               to pay the deferred purchase price of property or services,
               (iv) obligations under leases which should be, in accordance
               with GAAP, accounted for as Capital Leases, and (v)
               obligations under direct or indirect guarantees in respect
               of, and obligations (contingent or otherwise) to purchase or
               otherwise acquire, or otherwise to assure a creditor against
               loss in respect of, indebtedness or obligations of others of
               the kinds referred to in clauses (i) through (iv) above.


                                  18

                       "DEPRECIATION AND AMORTIZATION" shall mean with
               respect to all of the Premises the depreciation and
               amortization accruing during any period of determination
               with respect to Debtor as determined in accordance with
               GAAP.

                       "EQUIPMENT PAYMENT AMOUNT" shall mean for any period
               of determination the sum of all amounts payable during such
               period of determination under all (i) leases for equipment
               located at one or more of the Premises and (ii) all loans
               secured by equipment located at one or more of the Premises.

                       "FFCA PAYMENTS" shall mean with respect to the
               period of determination, the sum of all amounts, whether as
               principal or interest, payable under the Notes.

                       "GROSS SALES" shall mean the sales or other income
               arising from all business conducted at all of the Premises
               during the period of determination, less sales tax and any
               amounts attributable to coupons, discounts and complimentary
               meals, if any.

                       "INTEREST EXPENSE" shall mean for any period of
               determination, the sum of all interest accrued or which
               should be accrued in respect of all Debt of Debtor allocable
               to one or more of the Premises and all business operations
               thereon during such period (including interest attributable
               to Capital Leases), as determined in accordance with GAAP.

                       "NET INCOME" shall mean with respect to the period
               of determination, the aggregate net income or net loss of
               Debtor allocable to all of the Premises.  In determining the
               amount of Net Income, (i) adjustments shall be made for
               nonrecurring gains and losses allocable to the period of
               determination, (ii) deductions shall be made for
               Depreciation and Amortization, Interest Expense and
               Operating Lease Expense allocable to the period of
               determination, and (iii) no deductions shall be made for (x)
               income taxes or charges equivalent to income taxes allocable
               to the period of determination, as determined in accordance
               with GAAP, or (y) corporate overhead expense allocable to
               the period of determination.

                       "OPERATING LEASE EXPENSE" shall mean the sum of all
               payments and expenses incurred by Debtor under any operating
               leases with respect to one or more of the Premises and the
               business operations thereon during the period of
               determination, as determined in accordance with GAAP.

               C.      LOST NOTE.  Debtor shall, if any Note is mutilated,
        destroyed, lost or stolen (a "Lost Note"), promptly deliver to FFCA,
        upon receipt of an affidavit executed by FFCA stipulating that such
        Lost Note has been mutilated, destroyed, lost or stolen and of an
        instrument executed by FFCA in a form reasonably acceptable to Debtor
        in which FFCA agrees to indemnify, defend and hold Debtor harmless
        from and against any and all Losses that Debtor may incur by virtue
        of the mutilation, destruction, loss or theft of


                                   19

        such Lost Note, in substitution therefor, a new promissory note
        containing the same terms and conditions as such Lost Note with a
        notation thereon of the unpaid principal and accrued and unpaid
        interest.  Debtor shall provide fifteen days' prior notice to FFCA
        before making any payments to third parties in connection with a
        Lost Note.

               D.      AFFILIATE TRANSACTIONS.  Unless otherwise approved
        by FFCA, all transactions between Debtor and any of its Affiliates
        shall be on terms substantially as advantageous to Debtor as those
        which could be obtained by Debtor in a comparable arm's length
        transaction with a non-Affiliate of Debtor.

        8.     TRANSACTION CHARACTERIZATION.  This Agreement is a contract
to extend a financial accommodation (as such term is used in the Code) for
the benefit of Debtor.  It is the intent of the parties hereto that the
business relationship created by this Agreement, the Notes, the Mortgages and
the other Loan Documents is solely that of creditor and debtor and has been
entered into by both parties in reliance upon the economic and legal bargains
contained in the Loan Documents.  None of the agreements contained in the
Loan Documents is intended, nor shall the same be deemed or construed, to
create a partnership (either de jure or de facto) between Debtor and FFCA, to
make them joint venturers, to make Debtor an agent, legal representative,
partner, subsidiary or employee of FFCA, nor to make FFCA in any way
responsible for the debts, obligations or losses of Debtor.

        9.     CONDITIONS OF CLOSING.  The obligation of FFCA to consummate
the transaction contemplated by this Agreement is subject to the fulfillment
or waiver of each of the following conditions:

               A.      TITLE.  Fee title to each of the Premises shall be
        vested in Debtor, free of all liens, encumbrances, restrictions,
        encroachments and easements, except the Permitted Exceptions and the
        liens created by the Mortgages and the UCC-1 Financing Statements.
        Debtor shall be the owner of all of the Personal Property, except the
        personal property described on Exhibit B to this Agreement, free and
        clear of all liens, encumbrances, charges and security interests.
        Upon Closing, FFCA will obtain a valid and perfected first priority
        lien upon and security interest in each of the Premises.

               B.      CONDITION OF PREMISES AND PERSONAL PROPERTY.  FFCA
        shall have inspected and approved the Premises and the Personal
        Property, the Premises and the Personal Property shall be in good
        condition and repair, free from structural defects, and of good
        workmanship and materials, and the Premises shall be fully equipped
        and operational, and with a suitable layout, physical plant, traffic
        pattern and location, all as determined by FFCA in its sole
        discretion.  In this regard, FFCA acknowledges that it has inspected
        and approved the Premises and the Personal Property and has accepted
        the same and that this condition has been satisfied.

               C.      EVIDENCE OF TITLE.  FFCA shall have received for
        each of the Premises a preliminary title report and irrevocable
        commitment to insure title in the amount of the Loan relating to such
        Premises, by means of a mortgagee's, ALTA extended coverage


                                  20

        policy of title insurance (or its equivalent, in the event such form
        is not issued in the jurisdiction where the Premises is located)
        issued by Title Company showing good and marketable fee title in such
        Premises in Debtor, committing to insure FFCA's first priority lien
        upon and security interest in such Premises subject only to Permitted
        Exceptions, and containing such endorsements as FFCA may require.
        FFCA shall also have received evidence reasonably satisfactory to
        FFCA that Debtor is the owner of all of the Personal Property free
        and clear of all liens, encumbrances, charges and security interests.
        In this regard, FFCA acknowledges that the title policies and
        endorsements previously delivered to the Original Lender and
        subsequently issued to FFCA, together with all pro forma bring down
        endorsements and the Permitted Exceptions are accepted and approved
        by FFCA and that this condition has been satisfied.

               D.      SURVEY.  FFCA shall have received a current ALTA
        survey of each of the Premises, the form and substance of which shall
        be satisfactory to FFCA in its sole discretion.  Debtor shall have
        provided FFCA with evidence satisfactory to FFCA that the location
        of each of the Premises is not within the 100-year flood plain or
        identified as a special flood hazard area as defined by the Federal
        Insurance Administration, or if any Premises is in such a flood plain
        or special flood hazard area, Debtor shall provide FFCA with evidence
        of flood insurance maintained on such Premises in amounts and on
        terms and conditions satisfactory to FFCA.  In this regard, FFCA
        acknowledges that the Surveys have been reviewed and approved by FFCA
        and that this condition has been satisfied.

               E.      ENVIRONMENTAL.  FFCA shall have received an
        assignment of the Environmental Policy with respect to each of the
        Premises.

               F.      ZONING.  Debtor shall have provided FFCA with
        evidence satisfactory to FFCA that each of the Premises is properly
        zoned for use as a Permitted Concept and that such use constitutes
        a legal, conforming use under applicable zoning requirements.  In
        this regard, FFCA acknowledges that this condition has been
        satisfied.

               G.      COMPLIANCE WITH REPRESENTATIONS, WARRANTIES AND
        COVENANTS.  All obligations of Debtor 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 Loan Documents or any other
        agreement between or among FFCA, Debtor or any of the Related Debtors
        pertaining to the subject matter hereof, and no event shall have
        occurred or condition shall exist or information shall have been
        disclosed by Debtor or discovered by FFCA which has had or would have
        any Material Adverse Effect or which would materially and adversely
        affect FFCA's willingness to consummate the transaction contemplated
        by this Agreement, as determined by FFCA in its sole and absolute
        discretion.  All of Debtor's representations and warranties made
        under this Agreement shall be true and correct on and as of the


                                     21

        Closing Date as if  made and restated on such date and FFCA shall
        have received a certificate from an officer of Debtor to that effect.

               H.      PROOF OF INSURANCE.  Debtor shall have delivered to
        FFCA certificates of insurance and, if requested by FFCA, copies of
        insurance policies showing that all insurance required by the Loan
        Documents is in full force and effect.

               I.      OPINION OF COUNSEL TO DEBTOR.  Debtor shall have
        caused Counsel to prepare and deliver opinions to FFCA in form and
        substance satisfactory to FFCA and its counsel.

               J.      INTENTIONALLY DELETED.

               K.      INTENTIONALLY DELETED.

               L.      CLOSING DOCUMENTS.  At or prior to the Closing Date,
        in addition to other documents that may be required to be executed
        and delivered by this Agreement, Debtor shall execute and deliver or
        cause to be executed and delivered to Title Company or FFCA or
        Debtor, as may be appropriate, such other documents, payments,
        instruments and certificates, as FFCA may require in form acceptable
        to FFCA, including, without limitation, the following:

                       (1)    The Amended and Restated Notes;
                       (2)    The Confirmations of Mortgage and Security
                              Agreement;
                       (3)    Proof of Insurance; and
                       (4)    Opinion of Counsel to Debtor.

        Debtor and FFCA acknowledge that (i) the following documents have
been previously executed and delivered pursuant to the Original Loan
Agreement and, thereafter, Original Lender assigned all of its right, title,
and interest to FFCA; and (ii) all terms and provisions remain unchanged and
in full force and effect:

                       (1)    Evidence of satisfactory zoning as shown on
                              the surveys for the Premises;
                       (2)    UCC-1 Financing Statements;
                       (3)    Environmental Indemnity Agreements;
                       (4)    License Agreement; and
                       (5)    Environmental Indemnity Insurance.

Upon fulfillment or waiver of all of the above conditions, FFCA shall
refinance the Loans and  close this transaction in accordance with the terms
and conditions of this Agreement.

        10.    DEFAULT AND REMEDIES.  A. Each of the following shall be
deemed an event of default by Debtor (each, an "Event of Default"):


                                   22

               (1)     If any representation or warranty of Debtor set
        forth in any of the Loan Documents is false in any material respect,
        or if Debtor renders any statement or account which is false in any
        material respect.

               (2)     If any principal, interest or other monetary sum due
        under the Notes, the Mortgages or any other Loan Document is not paid
        within five days after the date when due; provided, however,
        notwithstanding the occurrence of such an Event of Default, FFCA
        shall not be entitled to exercise its rights and remedies set forth
        below unless and until FFCA shall have given Debtor notice thereof
        and a period of five days from the delivery of such notice shall have
        elapsed without such Event of Default being cured.

               (3)     If Debtor fails to observe or perform any of the
        other covenants (except with respect to a breach of the Fixed Charge
        Coverage Ratio, which breach is addressed in Section 10.A (6)),
        conditions, or obligations of this Agreement; provided, however, if
        any such failure does not involve the payment of any monetary sum,
        is not willful or intentional, does not place any rights or interest
        in collateral of FFCA in immediate jeopardy, and is within the
        reasonable power of Debtor to promptly cure after receipt of notice
        thereof, all as determined by FFCA in its reasonable discretion, then
        such failure shall not constitute an Event of Default hereunder,
        unless otherwise expressly provided herein, unless and until FFCA
        shall have given Debtor notice thereof and a period of 30 days shall
        have elapsed, during which period Debtor may correct or cure such
        failure, upon failure of which an Event of Default shall be deemed
        to have occurred hereunder without further notice or demand of any
        kind being required.  If such failure cannot reasonably be corrected
        or cured within such 30-day period, as determined by FFCA in its
        reasonable discretion, and Debtor is diligently pursuing a correction
        or cure of such failure, then Debtor shall have a reasonable period
        to correct or cure such failure beyond such 30-day period, which
        shall not exceed 90 days after receiving notice of the failure from
        FFCA (except if Debtor is diligently pursuing such cure and such cure
        relates to an Environmental Condition which could not reasonably be
        expected to result in any Material Adverse Effect, Debtor may have
        up to an additional 180 days within which to complete such cure).
        If Debtor shall fail to correct or cure such failure within such 90-
        day period, an Event of Default shall be deemed to have occurred
        hereunder without further notice or demand of any kind being
        required.

               (4)     If Debtor becomes insolvent within the meaning of
        the Code, files or notifies FFCA 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 an involuntary petition under the Code or an
        involuntary Action that is not dismissed within 90 days after the
        initiation of such involuntary petition or Action, or is not
        generally paying its debts as the same become due.


                                  23

               (5)     If there is an "Event of Default" or a breach or
        default, after the passage of all applicable notice and cure or grace
        periods, under any other Loan Document, any Related Loan Document,
        any Other Agreement or any of the Related Leases.

               (6)     If there is a breach of the Fixed Charge Coverage
        Ratio requirement and FFCA shall have given Debtor notice thereof and
        Debtor shall have failed within a period of 30 days from the delivery
        of such notice to either (i) pay to FFCA the FCCR Amount (without
        premium or penalty) with respect to such of the Premises (starting
        with the Premises with the lowest Fixed Charge Coverage Ratio and
        proceeding in ascending order to the Premises with the next lowest
        Fixed Charge Coverage Ratio) as is necessary to cure the breach of
        the Fixed Charge Coverage Ratio requirement and for which the then
        Fixed Charge Coverage Ratio (with the definitions in Section 7.B
        being deemed to be modified as applicable to provide for the
        calculation of the Fixed Charge Coverage Ratio for each such Premises
        on an individual basis rather than on an aggregate basis with the
        other Premises) is below 1.25:1 (each, a "Subject Premises"), (ii)
        prepay the Note or Notes corresponding to the Subject Premises in
        whole but not in part (without premium or penalty), or (iii) notify
        FFCA of Debtor's election to substitute a Substitute Premises for
        each Subject Premises in accordance with the terms of Section 13 (the
        failure of Debtor to complete such substitution within 60 days after
        FFCA shall have given the notice discussed above shall be deemed to
        be an Event of Default without further notice or demand of any kind
        being required).  For purposes of the preceding sentence, "FCCR
        Amount" means that sum of money which, when subtracted from the
        outstanding principal amount of the Note corresponding to a Subject
        Premises, and assuming the resulting principal balance is reamortized
        in equal monthly payments over the remaining term of such Note at the
        rate of interest set forth therein, will result in an adjusted
        aggregate Fixed Charge Coverage Ratio for all of the Premises of at
        least 1.25:1 based on the prior year's operations.  Promptly after
        Debtor's payment of the FCCR Amount, Debtor and FFCA shall execute
        an amendment to each such Note in form and substance reasonably
        acceptable to FFCA reducing the principal amount payable to FFCA
        under such Note and reamortizing the principal amount of such Note
        in equal monthly payments over the then remaining term of such Note
        at the rate of interest set forth therein.

        B.     Upon the occurrence of an Event of Default, subject to the
limitations set forth in Section 10.A, FFCA may declare all or any part of
the obligations of Debtor under the Notes, this Agreement and any other Loan
Document to be due and payable, and the same shall thereupon become due and
payable without any presentment, demand, protest or notice of any kind except
as otherwise expressly provided herein, and Debtor hereby waives notice of
intent to accelerate the obligations secured by the Mortgages and notice of
acceleration.  Thereafter, FFCA may 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 remedies
available under the Notes, the Mortgages or any other Loan Document.  Neither
the acceptance of this Agreement nor its enforcement shall prejudice or in
any manner affect FFCA's right to realize upon or enforce any other security
now or hereafter held by FFCA, it being agreed that


                                   24

FFCA shall be entitled to enforce this Agreement and any other security now
or hereafter held by FFCA in such order and manner as it may in its absolute
discretion determine.  No remedy herein conferred upon or reserved to FFCA is
intended to be exclusive of any other remedy given hereunder or now or
hereafter existing at law or in equity or by statute.  Every power or remedy
given by any of the Loan Documents to FFCA, or to which FFCA may be otherwise
entitled, may be exercised, concurrently or independently, from time to time
and as often as may be deemed expedient by FFCA.

        11.    ASSIGNMENTS.  A.  FFCA may assign in whole or in part its
rights under this Agreement, including, without limitation, in connection
with any Transfer, Participation and/or Securitization.  Upon any
unconditional assignment of FFCA's entire right and interest hereunder, FFCA
shall automatically be relieved, from and after the date of such assignment,
of liability for the performance of any obligation of FFCA contained herein.

               B.      Debtor shall not, without the prior written consent
of FFCA, sell, assign, lease, transfer, mortgage, convey, encumber or grant
any easements or other rights or interests of any kind in the Premises, any
of Debtor's rights under this Agreement or any interest in Debtor, 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 Mortgages,
provided, however, the foregoing shall not apply to (x) any transfer of stock
traded publicly during such period of time that the stock of Debtor is
publicly traded or (y) any other transfer of stock that does not result in a
change of voting control in Debtor.  A change in voting control of Debtor
shall not be deemed to have occurred in a corporate reorganization in which
Debtor becomes a wholly-owned subsidiary of a new holding corporation having
the same shareholders as Debtor immediately before the reorganization (except
for changes as a result of ordinary market transactions or the exercise of
any dissenters' rights) and pursuant to which no Material Adverse Effect
occurs solely as a result of the reorganization.

        12.    INDEMNITY.  Debtor agrees to indemnify, hold harmless and
defend FFCA and its directors, officers, shareholders, employees, successors,
assigns, agents, contractors, subcontractors, experts, licensees, affiliates,
lessees, lenders, mortgagees, trustees and invitees, as applicable
(collectively, the "Indemnified Parties"), for, from and against any and all
losses, costs, claims, liabilities, damages and expenses, including, without
limitation, reasonable attorneys' fees and court costs, arising as the result
of a breach of any of the representations, warranties, covenants, agreements
or obligations of Debtor set forth in this Agreement or any other Loan
Document.  Without limiting the generality of the foregoing, such indemnity
shall include, without limitation, any engineering, governmental inspection
and reasonable attorneys' fees and expenses that the Indemnified Parties may
incur by reason of any representation set forth in this Agreement being
false, or by reason of any investigation or claim of any Governmental
Authority in connection therewith.


                                  25

        13.    SUBSTITUTION.   A.  Subject to fulfillment of the conditions
set forth in this Section 13, Debtor shall have the right to obtain a release
of the lien and security interest of the Mortgage encumbering a Premises by
substituting a Substitute Premises for such Premises if:

        (i)    the Fixed Charge Coverage Ratio for such Premises for the
        preceding twelve month period (with the definitions in Section 7.B
        being deemed to be modified as applicable to provide for the
        calculation of the Fixed Charge Coverage Ratio for each of the
        replaced Premises on an individual basis) is less than 1:1; provided,
        however, that Debtor may not substitute, in the aggregate, more than
        two (2) of the Premises pursuant to the provisions of this subitem
        (i);

        (ii)   the terms of Section 10.A(6) permit such substitution;

        (iii)  there is an Environmental Condition affecting such Premises
        which could reasonably be expected to have any Material Adverse
        Effect;

        (iv)   an Event of Default has occurred under the Mortgage
        encumbering such Premises which arises solely from a breach of the
        provisions of Sections 3.04 or 3.07 thereof.

        B.     Debtor's right to substitute a Substitute Premises for a
Premises pursuant to the preceding Section 13.A shall be subject to the
fulfillment of each of the following terms and conditions:

               (i)     Debtor shall provide FFCA with notice of its
        intention to substitute a Substitute Premises.  Any notice with
        respect to a proposed substitution pursuant to the preceding Section
        13.A must be delivered within the applicable time period contemplated
        by Section 10.A(6).

               (ii)    The closing of each substitution pursuant to the
        preceding Section 13.A shall take place within the applicable time
        period contemplated by Section 10.A(6).  The closing of any other
        substitution shall take place within 60 days after delivery to FFCA
        of the substitution notice described in the preceding Section
        13.B(i).

               (iii)   Debtor must provide for the substitution of a
        Substitute Premises, and the proposed Substitute Premises must:

                       (1)    be a Permitted Concept, in good condition
               and repair, ordinary wear and tear excepted;

                       (2)    have for the twelve month period preceding
               the date of the closing of such substitution a Fixed Charge
               Coverage Ratio (with the definitions of Section 7.B being
               deemed to be modified as applicable to provide for a
               calculation of the Fixed Charge Coverage


                                  26

               Ratio for each of the Premises on an individual basis) at
               least equal to the greater of the then Fixed Charge Coverage
               Ratio for the Premises being replaced or the Fixed Charge
               Coverage Ratio for such Premises as of the Closing;

                       (3)    be owned in fee simple by Debtor, free and
               clear of all liens, restrictions, easements and
               encumbrances, except such matters as are acceptable to FFCA
               (the "Substitute Premises Permitted Exceptions");

                       (4)    have a fair market value no less than the
               greater of the then fair market value of the Premises to be
               replaced or the fair market value of such Premises to be
               replaced as of the Closing, all as reasonably determined by
               FFCA's in-house inspectors and underwriters.

               (iv)    FFCA shall have inspected and approved the
        Substitute Premises utilizing FFCA customary site inspection and
        underwriting approval criteria.  Debtor shall have reimbursed FFCA
        for all of its costs and expenses incurred with respect to such
        proposed substitution, including, without limitation, FFCA's third-
        party and/or in-house site inspectors' costs and expenses with
        respect to the proposed Substitute Premises.  Debtor shall be solely
        responsible for the payment of all costs and expenses resulting from
        such proposed substitution, including, without limitation, the cost
        of title insurance and endorsements, survey charges, stamp taxes,
        mortgage taxes, transfer fees, escrow and recording fees, the cost
        of environmental insurance and the attorneys' fees and expenses of
        counsel to Debtor and FFCA.

               (v)     FFCA shall have received a preliminary title report
        and irrevocable commitment to insure title in the amount of the then
        outstanding principal balance of the Loan relating to the Premises
        to be replaced by means of a mortgagee's ALTA extended coverage
        policy of title insurance (or its equivalent, in the event such form
        is not issued in the jurisdiction where the proposed Substitute
        Premises is located) for such proposed Substitute Premises issued by
        Title Company showing good and marketable title in Debtor and
        committing to insure FFCA's first priority lien upon and security
        interest in the proposed Substitute Premises, subject only to the
        Substitute Premises Permitted Exceptions and containing endorsements
        substantially comparable to those required by FFCA at the Closing.
        FFCA shall also have received evidence reasonably satisfactory to
        FFCA that Debtor is, or will be, the owner of all of the Personal
        Property at the Substitute Premises (except for the personal property
        described on Exhibit B to this Agreement) on the Substitute Premises,
        in both instances free and clear of all liens, encumbrances, charges
        and security interests.

               (vi)    FFCA shall have received a current ALTA survey of
        such proposed Substitute Premises, the form of which shall be
        comparable to those received by FFCA at the Closing and sufficient
        to cause the standard survey exceptions set forth in the title policy
        referred to in the preceding Section 13.B(v) to be deleted, and
        disclosing no matters other than the Substitute Premises Permitted
        Exceptions.


                                  27

               (vii)   FFCA shall have received an environmental insurance
        policy with respect to such proposed Substitute Premises, which
        environmental insurance policy shall be in form and substance and
        issued by such environmental insurance company as is acceptable to
        FFCA in its sole discretion.

               (viii)  Debtor shall deliver, or cause to be delivered, with
        respect to Debtor and the Substitute Premises, opinions of Counsel
        in form and substance comparable to those received at Closing (but
        also addressing such matters unique to the Substitute Premises as may
        be reasonably required by FFCA).

               (ix)    no Event of Default shall have occurred and be
        continuing under any of the Loan Documents (other than the Event of
        Default, if any, which was the basis for the substitution).

               (x)     Debtor shall have executed such documents as are
        comparable to the documents executed and delivered at Closing, as
        applicable (but with such revisions as may be reasonably required by
        FFCA to address matters unique to the Substitute Premises) or
        amendments to such documents, including, without limitation, a
        Mortgage, UCC-1 Financing Statements and an amendment to the License
        Agreement to substitute the Substitute Premises therein for the
        Premises to be replaced (the "Substitute Documents"), to provide FFCA
        with a first priority lien on the proposed Substitute Premises,
        subject only to the Substitute Premises Permitted Exceptions, and all
        other rights, remedies and benefits with respect to the proposed
        Substitute Premises which FFCA holds in the Premises to be replaced,
        all of which documents shall be in form and substance reasonably
        satisfactory to FFCA.

               (xi)    the representations and warranties set forth in the
        Substitute Documents and Section 6 of this Agreement applicable to
        the proposed Substitute Premises shall be true and correct in all
        material respects as of the date of substitution, and Debtor shall
        have delivered to FFCA an officer's certificate certifying to that
        effect.

               (xii)   Debtor shall have delivered to FFCA certificates of
        insurance and, if requested by FFCA, certified copies or duplicate
        originals of the insurance policies showing that all insurance
        required by the Substitute Documents is in full force and effect.

Upon satisfaction of the foregoing conditions with respect to the release of
a Premises:

               (a)     the proposed Substitute Premises shall be deemed
        substituted for the Premises to be replaced;

               (b)     the Loan Amount for the Substitute Premises shall be
        the same as for the replaced Premises;


                                  28

               (c)     the Substitute Premises shall be referred to herein
        as a "Premises" and included within the definition of "Premises" and
        shall secure the same Obligations (as defined in the Mortgages) as
        were secured by the Premises that was replaced;

               (d)     the Substitute Documents shall be dated as of the
        date of the substitution;

               (e)     FFCA will release, or cause to be released, the lien
        of the Mortgage, UCC-1 Financing Statements and any other Loan
        Documents encumbering the replaced Premises; and

               (f)     at the closing of the substitution, Debtor shall
        convey fee simple insurable title to the replaced Premises to a third
        party other than any of the Related Debtors "as-is" by special or
        limited warranty deed or quit claim deed subject only to those
        matters approved in writing by FFCA.

14.     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 during regular
        business hours of recipient or, if not, on the next Business Day, (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:



                                   29

               If to Debtor:  Shoney's, Inc.
                              1727 Elm Hill Pike
                              Nashville, Tennessee 37210
                              Attention:  Richard D. Schafstall, Esq.
                              Senior Vice President and
                              General Counsel
                              Telephone:     (615) 231-2000
                              Telecopy:      (615) 231-2531

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

               B.      REAL ESTATE COMMISSION.  FFCA and Debtor represent
        and warrant to each other that they have dealt with no real estate
        or mortgage broker, agent, finder or other intermediary in connection
        with the transactions contemplated by this Agreement.  FFCA and
        Debtor 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.

               C.      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.

               D.      CAPTIONS; SECTION REFERENCES.  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.  References to a particular Section herein shall mean such
        Section of this Agreement unless specific reference is also made to
        another instrument or agreement.

               E.      LIABILITY.  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 FFCA, that (i) there shall be absolutely no
        personal liability on the part of any shareholder, director, officer
        or employee of FFCA, with respect to any of the terms, covenants and
        conditions of this Agreement or the other Loan Documents, (ii) Debtor
        waives all claims, demands and causes of action against FFCA's
        officers, directors, employees and agents in the event of


                                 30

        any breach by FFCA of any of the terms, covenants and conditions of
        this Agreement or the other Loan Documents to be performed by FFCA
        and (iii) Debtor shall look solely to the assets of FFCA for the
        satisfaction of each and every remedy of Debtor in the event of any
        breach by FFCA of any of the terms, covenants and conditions of this
        Agreement or the other Loan Documents to be performed by FFCA, such
        exculpation of liability to be absolute and without any exception
        whatsoever.  Subject to the "Carveouts", as hereinafter set forth,
        it is specifically understood and agreed, such agreement being a
        primary consideration for the execution of this Agreement by Debtor,
        that (i) there shall be absolutely no personal liability on the part
        of the trustees, members, partners, shareholders, officers,
        directors, employees and agents of Debtor and its successors or
        assigns, to FFCA with respect to any of the terms, covenants and
        conditions of this Agreement or the other Loan Documents, and (ii)
        FFCA waives all claims, demands and causes of action against the
        trustees, members, partners, shareholders, officers, directors,
        employees and agents of Debtor and its successors or assigns in the
        event of any breach by Debtor of any of the terms, covenants and
        conditions of this Agreement or the other Loan Documents to be
        performed by Debtor, such exculpation of liability and waiver of
        claims, however, shall not be applicable and shall be of no force or
        effect upon the occurrence of any one or more of the following
        specified circumstances (the "Carveouts"):

        (i)    Any fraud or misrepresentation by Debtor under this
Agreement, any of the other Loan Documents, or any of the Other Agreements;

        (ii)   Waste of any of the Premises (which shall be defined to
include damage, destruction or disrepair of the Premises caused by a willful
act or grossly negligent omission of the Debtor, but to exclude ordinary wear
and tear in the absence of gross negligence); and

        (iii)  Misapplication of proceeds resulting from a Casualty or
Taking (each as defined in the Mortgages).

               F.      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.

               G.      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.
        Debtor and FFCA were each represented by legal counsel competent in
        advising them of their obligations and liabilities hereunder.


                                    31

               H.      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.

               I.      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 its
        reasonable attorneys' fees and other costs in addition to any other
        relief to which it may be entitled.  References in this Agreement to
        the attorneys' fees and/or costs of a party shall mean both the fees
        and costs of independent outside counsel retained by a party with
        respect to this transaction and the fees and costs of a party's in-
        house counsel incurred in connection with this transaction.

               J.      ENTIRE AGREEMENT. This Agreement and the other Loan
        Documents, together with any other certificates, instruments or
        agreements to be delivered in connection therewith, 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 Debtor and FFCA 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 Debtor and FFCA, 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 may be inconsistent with or vary from those set forth in the
        Commitment.

               K.      FORUM SELECTION; JURISDICTION; VENUE; CHOICE OF LAW.
        Debtor acknowledges that this Agreement was substantially negotiated
        in the State of Arizona, this Agreement was delivered by FFCA and
        Debtor in the State of Arizona, all payments under the Notes 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 non-exclusive jurisdiction of all federal and state courts
        located in the State of Arizona and Debtor 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, Debtor 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,
        without giving effect to its principles of conflicts of law.  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 laws of the states where the Premises are
        located shall be deemed to apply as required.  Nothing in this
        Section shall limit or restrict the right of FFCA to commence any
        proceeding in the federal or state courts located in the states in
        which any of the Premises


                                    32

        are located to the extent FFCA deems such proceeding necessary or
        advisable to exercise remedies available under this Agreement or the
        other Loan Documents.

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

               M.      BINDING EFFECT.  This Agreement shall be binding
        upon and inure to the benefit of Debtor and FFCA 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.

               N.      SURVIVAL.  Except for the conditions of Closing set
        forth in Section 9, which shall be satisfied or waived as of the
        Closing Date, all representations, warranties, agreements,
        obligations and indemnities of Debtor and FFCA set forth in this
        Agreement shall survive the Closing.

               O.      WAIVER OF JURY TRIAL AND PUNITIVE, CONSEQUENTIAL,
        SPECIAL AND INDIRECT DAMAGES.  EACH OF DEBTOR AND FFCA HEREBY
        KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT IT MAY HAVE
        TO A TRIAL BY JURY WITH RESPECT TO ANY AND ALL ISSUES PRESENTED IN
        ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY IT AGAINST
        THE OTHER PARTY OR SUCH OTHER PARTY'S 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 EACH
        OF THE PARTIES HERETO OF ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY HAS
        BEEN NEGOTIATED AND IS AN ESSENTIAL ASPECT OF THEIR BARGAIN.
        FURTHERMORE, EACH OF FFCA AND DEBTOR HEREBY KNOWINGLY, VOLUNTARILY
        AND INTENTIONALLY WAIVES THE RIGHT IT MAY HAVE TO SEEK PUNITIVE,
        CONSEQUENTIAL, SPECIAL AND INDIRECT DAMAGES FROM THE OTHER PARTY AND
        ANY OF SUCH OTHER PARTY'S AFFILIATES, OFFICERS, DIRECTORS OR
        EMPLOYEES OR ANY OF THEIR SUCCESSORS WITH RESPECT TO ANY AND ALL
        ISSUES PRESENTED IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM
        BROUGHT BY SUCH PARTY AGAINST THE OTHER PARTY OR ANY OF SUCH OTHER
        PARTY'S AFFILIATES, OFFICERS, DIRECTORS OR EMPLOYEES OR ANY OF THEIR
        RESPECTIVE 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 EACH OF DEBTOR AND FFCA 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.


                                     33

               P.      TRANSFERS, PARTICIPATIONS AND SECURITIZATIONS. (1)
        A material inducement to FFCA's willingness to complete the
        transactions contemplated by the Loan Documents is Debtor's agreement
        that FFCA may, at any time, complete a Transfer, Participation or
        Securitization with respect to any Note, Mortgage and/or any of the
        other Loan Documents or any or all servicing rights with respect
        thereto.

               (2)     Debtor agrees to cooperate in good faith with FFCA
        in connection with any such Transfer, Participation and/or
        Securitization of any Note, Mortgage and/or any of the other Loan
        Documents, or any or all servicing rights with respect thereto,
        including, without limitation, (i) providing such documents,
        financial and other data, and other information and materials (the
        "Disclosures") which would typically be required with respect to
        Debtor by a purchaser, transferee, assignee, servicer, participant,
        investor or rating agency involved with respect to such Transfer,
        Participation and/or Securitization, as applicable; provided,
        however, Debtor shall not be required to make Disclosures of any
        confidential information or any information which has not previously
        been made public unless required by applicable federal or state
        securities laws; and (ii) amending the terms of the transactions
        evidenced by the Loan Documents to the extent necessary so as to
        satisfy the requirements of purchasers, transferees, assignees,
        servicers, participants, investors or selected rating agencies
        involved in any such Transfer, Participation or Securitization, so
        long as such amendments would not change any of the economic terms
        or provisions of the Loan Documents or have any material adverse
        effect upon Debtor, or the transactions contemplated by the Loan
        Documents.

               (3)     Debtor consents to FFCA providing the Disclosures,
        as well as any other information which FFCA may now have or hereafter
        acquire with respect to the Premises or the financial condition of
        Debtor to each purchaser, transferee, assignee, servicer,
        participant, investor or rating agency involved with respect to such
        Transfer, Participation and/or Securitization, as applicable.  FFCA
        and Debtor (and their respective Affiliates) shall each pay their own
        attorneys fees and other out-of-pocket expenses incurred in
        connection with the performance of their respective obligations under
        this Section; provided, however, FFCA shall be responsible for the
        preparation of any amendments contemplated by clause (ii) of
        subsection (2) immediately above.

               (4)     Notwithstanding anything to the contrary contained
        in this Agreement or the other Loan Documents:

                       (a)    an Event of Default or a breach or default,
               after the passage of all applicable notice and cure or grace
               periods, under any Loan Document or Other Agreement which
               relates to a loan or sale/leaseback transaction which has
               not been the subject of a Securitization, Participation or
               Transfer shall not constitute an Event of Default or a
               breach or default, as applicable, under any Loan Document or
               Other Agreement which relates to a loan which has been the
               subject of a Securitization, Participation or Transfer;


                                   34

                       (b)    an Event of Default or a breach or default,
               after the passage of all applicable notice and cure or grace
               periods, under any Loan Document or Other Agreement which
               relates to a loan which has been included in any Loan Pool
               shall not constitute an Event of Default or a breach or
               default, as applicable, under any Loan Document or Other
               Agreement which relates to a loan which has been included in
               any other Loan Pool;

                       (c)    the Loan Documents and Other Agreements
               corresponding to the loans in any Loan Pool shall not secure
               the obligations of any of the Debtor Entities contained in
               any Loan Document or Other Agreement which does not
               correspond to a loan in such  Loan Pool; and

                       (d)    the Loan Documents and Other Agreements
               which do not correspond to a loan in any Loan Pool shall not
               secure the obligations of any of the Debtor Entities
               contained in any Loan Document or Other Agreement which does
               correspond to a loan in such Loan Pool.

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

                                     FFCA:
                                     FFCA ACQUISITION CORPORATION, a
                                     Delaware corporation


                                     By /s/ Dennis L. Ruben
                                       -----------------------------------
                                        Dennis L. Ruben, Esq.
                                        Executive Vice President,
                                        General Counsel and Secretary

                                     DEBTOR:
                                     SHONEY'S, INC., a Tennessee
                                     corporation

                                     By /s/ Michael P. Donahoe
                                       ----------------------------------
                                        Michael P. Donahoe
                                        Vice President



                                   35

STATE OF ARIZONA       )
                       ) SS.
COUNTY OF MARICOPA     )

        The foregoing instrument was acknowledged before me on November 1,
2000 by Dennis L. Ruben, Esq., Executive Vice President, General Counsel and
Secretary of FFCA ACQUISITION CORPORATION, a Delaware corporation, on behalf
of the corporation.

                                             /s/ Michelle L. Wellendorf
                                             ------------------------------
                                             Notary Public
My Commission Expires:





STATE OF Tennessee     )
                       ) SS.
COUNTY OF Davidson     )

        The foregoing instrument was acknowledged before me on November 1,
2000 by Michael P. Donahoe, Vice President of SHONEY'S, INC., a Tennessee
corporation..

                                             /s/
                                             -----------------------------
                                             Notary Public
My Commission Expires:

5/26/02
-------------------------------



            EXHIBITS AND SCHEDULES OMITTED DUE TO IMMATERIALITY.