FORM OF PROMISSORY NOTE


                                                Dated as of November    , 1997
$803,019.00                                                Scottsdale, Arizona


      SYBRA, INC., a Michigan corporation ("Debtor"), for value received, hereby
promises to pay to FFCA ACQUISITION CORPORATION, a Delaware corporation
("FFCA"), whose address is 17207 North Perimeter Drive, Scottsdale, Arizona
85255, or order, on or before December 1, 2017, as herein provided, the
principal sum of EIGHT HUNDRED THREE THOUSAND NINETEEN AND NO/100 DOLLARS
($803,019.00), and to pay interest on the unpaid principal amount of this Note
from the date hereof to maturity at the rate of 8.822% per annum ("Base Interest
Rate") on the basis of a 360-day year of twelve 30-day months, such principal
and interest to be paid in immediately available funds and in lawful money of
the United States.

      Interest on the principal amount of this Note for the period commencing
with the date set forth above through the last day in the month in which this
Note is dated shall be due and payable upon execution of this Note. Thereafter,
principal and interest shall be payable in consecutive monthly installments of
Seven Thousand One Hundred Thirty-Three and 30/100 DOLLARS ($7,133.30)
commencing on January 1, 1998, and continuing on the first day of each month
thereafter until maturity of this Note on December 1, 2017, at which time, the
outstanding principal and unpaid accrued interest shall be due and payable.

      Prior to the fifth anniversary of this Note Debtor may not prepay this
Note, except as otherwise specifically provided in the Loan Agreement between
Debtor and FFCA of even date herewith (the "Loan Agreement") relative to a
payment from Debtor to FFCA in order to maintain the Fixed Charge Coverage Ratio
(as defined in the Loan Agreement). From and after the fifth anniversary of this
Note, Debtor may prepay this Note in full, but not in part, including all
accrued but unpaid interest hereunder and all sums advanced by FFCA pursuant to
any of the Loan Documents (as defined below), provided that (i) any such
prepayment shall only be made on a regularly scheduled payment date upon 30
days' prior written notice from the Debtor to FFCA; and (ii) any such prepayment
shall be made together with payment of a prepayment premium equal to:

            (a) 5% of the amount prepaid if the prepayment is made on or
      following the fifth anniversary of this Note but prior to the sixth
      anniversary of this Note;

            (b) 4% of the amount prepaid if the prepayment is made on or
      following the sixth anniversary of this Note but prior to the seventh
      anniversary of this Note;

            (c) 3% of the amount prepaid if the prepayment is made on or
      following the seventh anniversary of this Note but prior to the eighth
      anniversary of this Note;

            (d) 2% of the amount prepaid if the prepayment is made on or
       following the eighth anniversary of this Note but prior to the ninth
       anniversary of this Note; and

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            (e) 1% of the amount prepaid if the prepayment is made on or
      following the ninth anniversary of this Note but prior to the tenth
      anniversary of this Note.

If this Note is prepaid on or following the tenth anniversary of this Note there
shall be no prepayment premium.

      The foregoing prepayment premium shall be due and payable if this Note is
prepaid prior to the tenth anniversary of this Note regardless of whether such
prepayment is the result of a voluntary prepayment by Debtor or as a result of
FFCA declaring the unpaid principal balance of this Note, accrued interest and
all other sums due under this Note, the Mortgage (as defined below), the other
Loan Documents and any other document further securing this Note, due and
payable as contemplated below (the "Acceleration"); provided, however, such
prepayment premium shall not be payable if this Note is prepaid as a result of
the application of casualty or condemnation proceeds as contemplated by the
Mortgage. If this Note is prepaid as a result of an Acceleration prior to the
fifth anniversary of this Note, a prepayment premium of 5% of the principal
amount prepaid shall be due and payable to FFCA by Debtor at the time of such
prepayment.

      Upon execution of this Note, Debtor shall establish arrangements whereby
all payments of principal and interest hereunder are transferred by wire or
other means directly from Debtor's bank account to such account as FFCA may
designate or as FFCA may otherwise designate. Each payment of principal and
interest hereunder shall be applied first toward any past due payments under
this Note (including payment of all Costs (as herein defined)), then to accrued
interest, and the balance, after the payment of such accrued interest, if any,
shall be applied to the unpaid principal balance of this Note; provided,
however, each payment hereunder while a default under this Note has occurred and
is continuing shall be applied as FFCA in its sole discretion may determine.

      This Note is secured by that certain Deed of Trust or Mortgage, Assignment
of Rents and Leases, Security Agreement and Fixture Filing dated of even date
herewith executed by Debtor for the benefit of FFCA (the "Mortgage"). If any
installment or payment due under this Note remains unpaid for five (5) days
after written notice thereof to Debtor, or upon the occurrence and continuation
of an event of default (after the expiration of any applicable grace and cure
period) under (i) the Loan Agreement, (ii) the Mortgage, (iii) any of the other
Loan Documents (as defined in the Loan Agreement), or (iv) any other document
further securing this Note, then, in any of such event, time being of the
essence hereof, FFCA may declare the entire unpaid principal balance of this
Note, accrued interest, if any, and all other sums due under this Note, the Loan
Agreement, the other Loan Documents and any other document further securing this
Note, due and payable at once without written notice to Debtor.

      All past-due principal and/or interest shall bear interest at the lesser
of the highest rate for which the undersigned may legally contract, or the rate
of 4% per annum above the Base Interest Rate (the "Default Rate"), and such
Default Rate shall continue to apply following a judgment in favor of FFCA under
this Note. If Debtor fails to make any payment or installment due under this
Note within five days of its due date, Debtor shall pay to FFCA in addition to
any other sum due

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FFCA under this Note or any other Loan Document a late charge equal to 5% of
such past-due payment or installment.

      All payments of principal and interest due hereunder shall be made (i)
without deduction of any present and future taxes, levies, imposts, deductions,
charges or withholdings, which amounts shall be paid by Debtor, and (ii) without
any other right of abatement, reduction, setoff, defense, counterclaim,
interruption, deferment or recoupment for any reason whatsoever. Debtor will pay
the amounts necessary such that the gross amount of the principal and interest
received by FFCA is not less than that required by this Note.

      No delay or omission on the part of FFCA in exercising any remedy, right
or option under this Note shall operate as a waiver of such remedy, right or
option. In any event, a waiver on any one occasion shall not be construed as a
waiver or bar to any such remedy, right or option on a future occasion.

      Debtor hereby waives presentment, demand for payment, notice of dishonor,
notice of protest, and protest, and all other notices or demands in connection
with delivery, acceptance, performance, default or endorsement of this Note.

      All notices, consents, approvals or other instruments required or
permitted to be given by either party pursuant to this Note shall be in writing
and given by (i) hand delivery, (ii) facsimile followed by a copy sent by mail
in accordance with clause (iv) hereof, (iii) express overnight delivery service
or (iv) certified or registered mail, return receipt requested, postage prepaid,
and shall be deemed to have been delivered upon (a) receipt, if hand delivered,
(b) transmission, if delivered by facsimile, (c) the next business day, if
delivered by express overnight delivery service, or (d) the fifth 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,
postage prepaid. Notices shall be provided to the parties and addresses (or
facsimile numbers, as applicable) specified below:

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            If to Debtor:     Sybra, Inc.
                              8300 Dunwoody Place
                              Suite 300
                              Atlanta, Georgia 30350-1296
                              Attention: President
                              Telephone: (770) 587-0290
                              Telecopy:  (770) 594-7044

            With a copy to:   Robert H. Drechsler, Esq.
                              Pryor, Cashman, Sherman & Flynn
                              410 Park Avenue
                              New York, New York 10016
                              Telephone: (212) 421-4100
                              Telecopy:  (212) 326-0806

            If to FFCA:       Robin L. Roach
                              Senior Vice President, Corporate Finance
                              FFCA Acquisition Corporation
                              17207 North Perimeter Drive
                              Scottsdale, Arizona 85255
                              Telephone:  (602) 585-4500
                              Telecopy:   (602) 585-2228

            With a copy to:   Dennis L. Ruben, Esq.
                              Executive Vice President and General Counsel
                              FFCA Acquisition Corporation
                              17207 North Perimeter Drive
                              Scottsdale, Arizona 85255
                              Telephone:  (602) 585-4500
                              Telecopy:   (602) 585-2226

or to such other address or such other person as either party may from time to
time hereafter specify to the other party in a notice delivered in the manner
provided above.

      Should any indebtedness represented by this Note be collected at law or in
equity, or in bankruptcy or other proceeding, or should this Note be placed in
the hands of attorneys for collection after default, Debtor shall pay, in
addition to the principal and interest due and payable hereon, all reasonable
costs of collecting or attempting to collect this Note (the "Costs"), including
reasonable attorneys' fees and expenses of FFCA (including those fees and
expenses incurred in connection with any appeal) whether or not a judicial
action is commenced by FFCA.

      This Note may not be amended or modified except by a written agreement
duly executed by Debtor and FFCA.

      Notwithstanding anything to the contrary contained in any of the Loan
Documents, the

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obligations of Debtor to FFCA under this Note and any other Loan Documents are
subject to the limitation that payments of interest and late charges to FFCA
shall not be required to the extent that receipt of any such payment by FFCA
would be contrary to provisions of applicable law limiting the maximum rate of
interest that may be charged or collected by FFCA. The portion of any such
payment received by FFCA that is in excess of the maximum interest permitted by
such provisions of law shall be credited to the principal balance of this Note
or if such excess portion exceeds the outstanding principal balance of this
Note, then such excess portion shall be refunded to Debtor. All interest paid or
agreed to be paid to FFCA shall, to the extent permitted by applicable law, be
amortized, prorated, allocated and/or spread throughout the full term of this
Note (including, without limitation, the period of any renewal or extension
thereof) so that interest for such full term shall not exceed the maximum amount
permitted by applicable law.

      It is the intent of the parties hereto that the business relationship
created by this Note 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 between FFCA and Debtor, 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. Debtor acknowledges that FFCA (or any partner
of FFCA) and Licensor (as defined in the Mortgage) are not affiliates, agents,
partners or joint venturers, nor do they have any other legal, representative or
fiduciary relationship.

      FFCA, by accepting this Note, and Debtor acknowledge and warrant to each
other that each has been represented by independent counsel and Debtor has
executed this Note after being fully advised by said counsel as to its effect
and significance. This Note 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 acknowledges that this Note was substantially negotiated in the
State of Arizona, the executed Note was delivered in the State of Arizona, all
payments under this Note 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 Note, the parties hereto expressly submit to the
jurisdiction of all federal and state courts located in the State of Arizona.
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 Debtor and FFCA that all provisions of this Note
shall be governed by and construed under the laws of the State of Arizona.
Nothing contained in this paragraph shall limit or restrict the right of FFCA to
commence any proceeding in the federal or state courts located in the state in
which the Premises is located to the extent FFCA deems such proceeding necessary
or advisable to exercise remedies available under the Loan Documents.

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      FFCA, BY ACCEPTING THIS NOTE, AND DEBTOR HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO
ANY AND ALL ISSUES PRESENTED IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM
BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER OR ITS SUCCESSORS WITH
RESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS NOTE, THE
RELATIONSHIP OF FFCA AND DEBTOR, DEBTOR'S USE OR OCCUPANCY OF THE PREMISES,
AND/OR ANY CLAIM FOR INJURY OR DAMAGE, OR ANY EMERGENCY OR STATUTORY REMEDY.
THIS WAIVER BY THE PARTIES HERETO OF ANY RIGHT EITHER MAY HAVE TO A TRIAL BY
JURY HAS BEEN NEGOTIATED AND IS AN ESSENTIAL ASPECT OF THEIR BARGAIN.
FURTHERMORE, DEBTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE
RIGHT IT MAY HAVE TO SEEK PUNITIVE, CONSEQUENTIAL, SPECIAL AND INDIRECT DAMAGES
FROM FFCA WITH RESPECT TO ANY AND ALL ISSUES PRESENTED IN ANY ACTION,
PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY DEBTOR AGAINST FFCA OR ITS
SUCCESSORS WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS
NOTE OR ANY DOCUMENT CONTEMPLATED HEREIN OR RELATED HERETO. THE WAIVER BY DEBTOR
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.

      All obligations, covenants and duties of Debtor relating to the
indemnification or defense of FFCA as contained in the Loan Documents shall
survive the repayment of the obligations of Debtor to FFCA under this Note.

      This obligation shall bind Debtor and its successors and assigns, and the
benefits hereof shall inure to FFCA and its successors and assigns. FFCA may
assign its rights under this Note as set forth in Section 13.P of the Loan
Agreement.

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      IN WITNESS WHEREOF, Debtor has executed and delivered this Note as of the
date first set forth above.

                                    DEBTOR:

                                    SYBRA, INC., a Michigan corporation


By__________________________________________

Name________________________________________

Its_________________________________________