FORM OF
                                 LOAN AGREEMENT

      THIS LOAN AGREEMENT (this "Agreement") is made as of          , 1997, by
and between FFCA ACQUISITION CORPORATION, a Delaware corporation ("FFCA"), whose
address is 17207 North Perimeter Drive, Scottsdale, Arizona 85255, and SYBRA,
INC., a Michigan corporation ("Debtor"), whose address is 8300 Dunwoody Place,
Suite 300, Atlanta, Georgia 30350-1296.

                             PRELIMINARY STATEMENT:

      Unless otherwise expressly provided herein, all defined terms used in this
Agreement shall have the meanings set forth in Section 1. Debtor has requested
from FFCA, and applied for, the Loan to provide long-term financing for the
Premises, and for no other purpose whatsoever. The Loan will be evidenced by the
Note and secured by a first priority security interest in the Premises pursuant
to the Deed of Trust. FFCA has committed to make the Loan pursuant to the terms
and conditions of the Commitment, this Agreement and the other Loan Documents.

                                   AGREEMENT:

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

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

      "Affiliate" means any Person controlling, controlled by or under common
control with any other Person. For purposes of this definition, "control"
(including "controlled by" and "under common control with") 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 the
ownership or voting securities or otherwise.

      "Closing" shall have the meaning set forth in Section 4.

      "Closing Date" means the date specified as the closing date 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 July 25, 1997,
between FFCA and Debtor, and any amendments or supplements thereto.

      "Counsel" means legal counsel to Debtor licensed in the state in which the
Premises are located, and legal counsel to Debtor licensed in the state in which
Debtor is  incorporated,  as selected,  in each case,  by Debtor and approved by
FFCA in its reasonable discretion.

      "Deed of Trust" means the deed of trust or mortgage,  assignment  of rents
and  leases,  security  agreement  and  fixture  filing to be  executed  for the
Premises substantially in the form of

<PAGE>

Exhibit C attached to this Agreement.

      "DeMinimis Amounts" means quantities of chemicals and products containing
Hazardous Materials in quantities customary and necessary for the intended use
of the Premises (including but not limited to cleaning supplies, insecticides,
paints, paint removers, toner for copiers, etc.) provided such use, storage or
handling of such DeMinimis Amounts of Hazardous Materials are in compliance with
Environmental Laws.

      "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 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 government
entity), including, without limitation, any condition resulting from the
operation of Debtor's business 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 or entity on or off the Premises.

      "Environmental Indemnity Agreement" means that certain Environmental
Indemnity Agreement to be executed by Debtor for the benefit of FFCA for the
Premises substantially in the form of Exhibit F attached to this Agreement.

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

<PAGE>

      "Equipment Loan" means that certain equipment loan described in the
Equipment Loan Agreement.

      "Equipment Loan Agreement" means that certain Equipment Loan Agreement
dated as of the date of this Agreement between FFCA and Debtor.

      "Equipment Loan Amount" shall have the meaning set forth in the Equipment
Loan Agreement.

      "Event of Default" has the meaning set forth in Section 10.

      "Fee" means an underwriting, site assessment, valuation, processing and
commitment fee equal to one percent (1%) of the Loan Amount, which Fee shall be
payable as set forth in Section 3.

      "Hazardous Materials" means (a) any toxic substance or hazardous waste,
substance 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 other substance, gas, material or chemical which is or may be defined as
or included in the definition of "hazardous substances," "toxic substances,"
"hazardous materials," hazardous wastes" or words of similar import under any
Environmental Laws.

      "Licensor" means ARBY'S, INC., a Delaware corporation, and its successors.

      "Loan" means the loan described in Section 2. The Loan will be evidenced
by the Note and secured by the Deed of Trust.

      "Loan Amount" means the amount set forth in Section 2. The sum of the Loan
Amount and the Equipment Loan Amount shall not exceed $1,000,000.00.


      "Loan Documents" means, collectively, this Agreement, the Note, the Deed
of Trust, the Environmental Indemnity Agreement, the UCC-1 Financing Statements,
the Commitment and all other documents executed in connection therewith or
contemplated thereby.

      "Note" means the promissory note substantially in the form of Exhibit B
attached to this Agreement to be executed by Debtor in favor of FFCA. The Note
will be executed in the Loan Amount.

      "Other Note" or "Other Notes" means, as the context requires, any one or
all promissory notes (other than the Note) or debt instruments executed by
Debtor and payable to FFCA or any

<PAGE>

FFCA Affiliate.

      "Other Property" or "Other Properties" means, as the context requires, any
one or all parcels of real estate, owned or leased by Debtor, wherever located
(other than the Premises), that are encumbered by one or more deeds of trust,
mortgages or other lien instruments in favor of FFCA or any FFCA Affiliate to
secure payment of the Other Note or Other Notes.

      "Permitted Exceptions" means real estates taxes, not then due or payable,
and such other exceptions to title as may be approved in writing by FFCA in its
reasonable discretion.

      "Person" or "Persons" means, as the context requires, any individual,
corporation, trust, partnership, limited liability company, unincorporated
organization, governmental authority or any other form of entity.

      "Premises" means the parcel or parcels of real estate described in Exhibit
A attached hereto, and 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).

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

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

      "Securitization" shall have the meaning set forth in Section 13.P hereof.

      "Securitized Loan Pool" means any pool or group of loans that are part of
any Securitization transaction.

      "Soft Costs" means certain fees, costs and expenses relating to the
transaction contemplated by this Agreement, including, without limitation, the
cost of title insurance, the reasonable attorneys' fees of Debtor, the cost of
surveys, stamp taxes, transfer taxes, and escrow and recording fees, which shall
be approved as to category and amount by FFCA in its (i) reasonable discretion
to the extent such fees, costs and expenses do not exceed $10,000.00, and (ii)
sole discretion to the extent such fees, costs and expenses exceed $10,000.00.

      "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

<PAGE>

surrounding the Premises which may result from such Release.

      "Title Company" means the title insurance company described in Section 4.

      "UCC-1 Financing Statements" means such UCC-1 Financing Statements as FFCA
shall require to be executed and delivered by Debtor.

      2. Transaction. On the terms and subject to the conditions set forth in
the Loan Documents, FFCA shall make the Loan. The Loan will be evidenced by the
Note and secured by the Deed of Trust. Debtor shall repay the outstanding
principal amount of the Loan together with interest thereon in the manner and in
accordance with the terms and conditions of the Note and the other Loan
Documents. The Note will mature on the twentieth anniversary of the Note. The
Loan Amount shall be $803,019.00, inclusive of Soft Costs. The Loan shall be
advanced at the Closing in cash or its equivalent subject to any prorations and
adjustments required by this Agreement.

      3. Fee. Debtor paid FFCA a portion of the Fee in the amount of $2,000.00
pursuant to the Commitment, and such portion was deemed nonrefundable and fully
earned when received. The remainder of the Fee shall be paid at the Closing and
shall be deemed nonrefundable and fully earned upon the Closing. The Fee
constitutes FFCA's underwriting, valuation, processing and commitment fee. In
the event the transaction set forth in this Agreement fails to close due to a
breach or default by Debtor under this Agreement, FFCA shall retain the portion
of the Fee received by FFCA (without affecting or limiting FFCA's remedies set
forth in this Agreement).

      4. Closing. (a) The 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 26, 1997 (the "Closing Date"), unless such extension shall be approved
by FFCA in its sole discretion.

      (b) FFCA has ordered a title insurance commitment for the Premises from
Lawyers Title Insurance Corporation or an alternative title company approved by
FFCA ("Title Company"). Prior to the Closing Date, the parties hereto shall
deposit with Title Company all documents and moneys necessary to comply with
their obligations under this Agreement. Title Company shall not cause the
transaction to close unless and until it has received written instructions from
FFCA to do so. All costs of such transaction shall be borne by Debtor,
including, without limitation, FFCA's reasonable and actual in-house site
inspection costs and expenses, the cost of the environmental reports to be
delivered pursuant to Section 9.E, the reasonable fees and expenses of FFCA's
attorneys, the cost of title insurance, the attorneys' fees of Debtor, the cost
of the surveys, stamp taxes, transfer fees, escrow and recording fees and
reasonable and actual site inspection fees for the Premises. 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 policy described in Section 9.C, shall be
paid by Debtor at or prior to the Closing, and all other taxes and assessments
shall be paid by Debtor. The closing documents shall be dated as of the Closing
Date.

<PAGE>

      Debtor and FFCA hereby employ Title Company to act as escrow agent in
connection with this transaction. Debtor and FFCA will deliver to Title Company
all documents, pay to Title Company all reasonable sums and do or cause to be
done all other things reasonably 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 reasonable and actual expenses and
attorneys' fees incurred in connection with any such court action, shall relieve
Title Company of all further liability and responsibility for such documents and
funds. Title Company's receipt of this Agreement and opening of an escrow
pursuant to this Agreement shall be deemed to constitute conclusive evidence of
Title Company's agreement to be bound by the terms and conditions of this
Agreement pertaining to Title Company. Disbursement of any funds shall be made
by check, certified check or wire transfer, as directed by 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. 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 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.

<PAGE>

           D. Action by FFCA. All necessary corporate action has been taken by
      FFCA to authorize the execution, delivery and performance of this
      Agreement by FFCA and of the other documents, instruments and agreements
      provided for herein by FFCA.

      All representations and warranties of FFCA made in this Agreement shall be
and will remain true and complete as of the Closing Date as if made and restated
in full as of such date, and shall survive the Closing.

      6. Representations and Warranties of Debtor. The representations and
warranties of Debtor contained in this Section are being made to induce FFCA to
enter into this Agreement and consummate the transactions contemplated herein,
and FFCA has relied, and will continue to 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
      financial statements (either audited financial statements or, if Debtor
      does not have audited financial statements, certified financial
      statements) and certain other written information concerning its financial
      condition and the Premises, which financial statements and other written
      information are true, correct and complete in all material respects; and
      no material adverse change has occurred with respect to any such financial
      statements or other written information provided to FFCA since the date of
      such financial statements and other written information, except as
      otherwise disclosed in writing to FFCA. Debtor understands that FFCA is
      relying upon such financial statements and other written information and
      Debtor represents that such reliance is reasonable. All such financial
      statements were prepared in all material respects in accordance with
      generally accepted accounting principles consistently applied and
      accurately reflect as of the date of such financial statements the
      financial condition of each individual or entity to which they pertain.

           B. Organization and Authority of Debtor. (1) Debtor is duly
      incorporated, validly existing and in good standing under the laws of its
      state of incorporation and qualified as a foreign corporation to do
      business in any jurisdiction where such qualification is required. All
      necessary corporate action has been taken to authorize the execution,
      delivery and performance of this Agreement and of the other documents,
      instruments and agreements provided for herein.

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

           C. Enforceability of Documents. Upon execution by Debtor, the Loan
      Documents shall constitute the legal, valid and binding obligations of
      Debtor, enforceable against Debtor in accordance with their respective
      terms, subject to limitations imposed by law in connection with
      bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization
      or similar laws affecting creditors' rights generally and general
      equitable principles.

<PAGE>

           D. Litigation. There are no suits, actions, proceedings or
      investigations pending or, to Debtor's knowledge, threatened against or
      involving Debtor or the Land before any court, arbitrator, or
      administrative or governmental body which might reasonably result in any
      material adverse change in the contemplated business, condition, worth or
      operations of Debtor or the Premises.

           E. Absence of Breaches or Defaults. Debtor is not, and the
      authorization, execution, delivery and performance of the Loan Documents
      by Debtor 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, the Land or any of the property of Debtor is subject or bound,
      where such breach or default might reasonably be expected to result in a
      material adverse effect on the business, operations, assets or financial
      condition of Debtor. The authorization, execution, delivery and
      performance of this Agreement and the documents, instruments and
      agreements provided for herein will not violate any applicable law,
      statute, regulation, rule, ordinance, code, rule or order, where such
      violation might reasonably be expected to result in a material adverse
      effect on the business, operations, assets or financial condition of
      Debtor.

           F. Utilities. At the Closing Date, all utility services and easements
      necessary for the use and occupancy of the Premises and the operation
      thereof for their intended purpose are available at the Premises and at
      the improvements located thereon, including water supply, storm and
      sanitary sewer facilities, gas, electric and telephone facilities.

           G. Intended Use and Zoning; Compliance With Laws. Debtor intends to
      use the Premises solely for the operation of a Licensor restaurant, and
      related ingress, egress and parking, and for no other purposes. Such
      intended use will not violate any zoning or other governmental requirement
      applicable to the Premises. The Premises comply in all material respects
      with all applicable statutes, regulations, rules, ordinances, codes,
      licenses, permits, orders and approvals of any governmental agencies,
      departments, commissions, bureaus, boards or instrumentalities of the
      United States, the state in which the Premises are located and all
      political subdivisions thereof, including, without limitation, all health,
      building, fire, safety and other codes, ordinances and requirements, all
      applicable standards of the National Board of Fire Underwriters and the
      Americans With Disabilities Act of 1990, where such failure to so comply
      might reasonably be expected to result in a material adverse effect on the
      business, operations, assets or financial condition of Debtor.

           H. Area Development; Wetlands. No condemnation or eminent domain
      proceedings affecting the Premises have been commenced or, to Debtor's
      knowledge, are contemplated. To Debtor's knowledge, the area where the
      Premises are located has not been declared blighted by any governmental
      authority. To Debtor's knowledge, the Premises and/or the real property
      bordering the Premises is not designated by any applicable federal, state
      and/or local governmental authority as a wetlands.

<PAGE>

           I. Licenses and Permits; Access. Prior to the Closing Date, Debtor
      shall have obtained all required licenses and permits, both governmental
      and private, to use and operate the Premises in the intended manner, where
      the failure to obtain such licenses and permits might reasonably be
      expected to result in a material adverse effect on the Premises or on
      Debtor's ability to use or operate the Premises in the manner set forth in
      the Loan Documents. There are adequate rights of access to public roads
      and ways available to the Premises to permit full utilization of the
      Premises for their intended purposes and all such public roads and ways
      have been completed and dedicated to public use.

           J. Condition of Premises. As of the Closing Date, the Premises will
      be in good condition and repair, free from structural defects and
      well-maintained.

           K. Environmental. To Debtor's knowledge, and except as set forth in
      Exhibit D attached hereto: (i) no Hazardous Materials have been disposed
      of or otherwise Released on or about the Premises causing or resulting in
      an Environmental Condition; (ii) the Premises does not contain Hazardous
      Materials or underground storage tanks except in compliance with
      Environmental Laws; (iii) there is no Release migrating to the Premises
      from adjacent properties that would cause or result in an Environmental
      Condition; (iv) there is no past or present non-compliance with
      Environmental Laws, or with permits issued pursuant thereto, in connection
      with the Premises; (v) Debtor does not know of, and has not received, any
      written or oral notice or other communication from any person or entity
      (including but not limited to a governmental entity) relating to Hazardous
      Materials or Remediation thereof, of possible liability of any person or
      entity pursuant to any Environmental Law, other Environmental Conditions
      in connection with the Premises, or any actual or potential administrative
      or judicial proceedings in connection with any of the foregoing; and (vi)
      Debtor has truthfully and fully provided to FFCA, in writing, any and all
      information relating to Environmental Conditions in, on, under or from the
      Premises that is known to Debtor and that is contained in Debtor's files
      and records, including but not limited to any reports relating to
      Hazardous Materials in, on, under or from the Premises and/or to
      Environmental Conditions of the Premises.

           L. Title to Premises; First Priority Lien. Upon Closing, title to the
      Premises will be vested in Debtor, free and clear of all liens,
      encumbrances, charges and security interests of any nature whatsoever,
      except the Permitted Exceptions. Upon Closing, FFCA shall have a first
      priority lien on the Premises pursuant to the Deed of Trust and the UCC-1
      Financing Statements.

           M. No Other Agreements and Options. Neither Debtor nor 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 Loan or prevent or hinder Debtor from fulfilling its
      obligations under this Agreement or the other Loan Documents.

<PAGE>

           N. No Mechanics' Liens. Other than Permitted Exceptions, there are no
      outstanding accounts payable, mechanics' liens, or rights to claim a
      mechanics' lien in favor of any materialman, laborer, or any other person
      or entity in connection with labor or materials furnished to or performed
      on any portion of 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 Closing Date or which might provide the basis for the
      filing of such liens against the Premises or any portion thereof; 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; Debtor has made no
      contract or arrangement of any kind the performance of which by the other
      party thereto would give rise to a lien on the Premises except as
      permitted by the Disbursement Agreement; and (except for mechanic's liens
      or accounts payable relating to work performed at the Premises pursuant to
      the express written request of FFCA, the performance of which was not
      otherwise required under any of the Loan Documents) Debtor shall and does
      hereby agree to defend, indemnify and forever hold FFCA and FFCA's
      designees harmless from and against any and all such mechanics' lien
      claims, accounts payable or other commitments relating to the Premises.

           O. No Reliance. Debtor acknowledges that FFCA is not affiliated with,
      and has no business relationship with, Licensor, other than
      landlord/tenant and/or creditor/debtor relationships unrelated to the
      transaction set forth in this Agreement, and 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 amount of the Loan, and
      such analysis will not be made available to Debtor.

           P. Licensor Provisions. Prior to the Closing Date, Debtor will have
      entered into a license agreement with Licensor for the conduct of business
      at the Premises. Such license agreement will be in full force and effect,
      will permit Debtor to operate the Premises as a Licensor restaurant, and
      will have a term which will not expire before the scheduled maturity date
      of the Note.

      All representations and warranties of Debtor made in this Agreement shall
be and will remain true and complete as of the Closing Date as if made and
restated in full as of such Closing Date 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 upon reasonable
      notice to

<PAGE>

      Debtor (except in cases of emergency), (i) provide FFCA and FFCA's
      officers, employees, agents, advisors, attorneys, accountants, architects,
      and engineers (collectively, "FFCA's Representatives") with access to the
      Premises, all drawings, plans, and specifications for the improvements
      located on the Premises in possession of Debtor, all engineering reports
      relating to the Premises in the possession of Debtor, the files and
      correspondence relating to the ownership of the Premises, and (ii) allow
      such persons to make such inspections or tests (other than an inspection
      or test of any Environmental Conditions), copies, and verifications as
      FFCA considers reasonably necessary; provided, however, that (except as
      otherwise provided in any of the Loan Documents, including the
      Environmental Indemnity Agreement) prior to an Event of Default, FFCA may
      not, without the prior written consent of Debtor, which consent shall not
      be unreasonably withheld, (aa) seek any information relative to Debtor
      from any of Debtor's vendors or suppliers (other than Licensor); or (bb)
      contract with any third parties to make inspections or tests at the
      Premises. Notwithstanding the foregoing, in the event that FFCA has reason
      to believe that an Environmental Condition may exist on the Premises, or,
      upon and following an Event of Default hereunder (after the expiration of
      any applicable cure or grace periods), if FFCA shall have another
      reasonable basis for requiring or performing it, FFCA may perform or cause
      Debtor to perform any environmental site assessment or other investigation
      of such Environmental Condition in accordance with the terms of the Deed
      of Trust. In each case, FFCA shall be responsible at its sole cost and
      expense for restoring the Premises, if applicable, following completion of
      any such inspection by FFCA and FFCA's Representatives, to substantially
      the same condition that existed prior to FFCA's inspection. In each case,
      any inspection of the Premises by FFCA and FFCA's Representatives shall be
      done in a manner that minimizes the disruption to Debtor's business.

           B. Fixed Charge Coverage Ratio. (i) Fixed Charge Coverage Ratio.
      Until such time as all of Debtor's obligations under the Note and the
      Other Notes are paid, satisfied and discharged in full, Debtor shall
      maintain a Fixed Charge Coverage Ratio at the Premises and at all of the
      Other Properties of at least 1.3:1, provided that the Note (and the
      Premises) shall only be included in the Fixed Charge Coverage Ratio
      determination hereunder if the term of the Note (at the time of a
      Determination Date, as defined hereinbelow) shall not have reached the
      first anniversary of the date of such Note (to be counted from the
      Closing) and if the Note, at the time of a Determination Date, shall not
      have been placed in a Securitization, and only those Other Notes (and
      corresponding premises) that have not been placed in a Securitization
      whose terms thereof (at the time of a Determination Date) shall not have
      reached the first anniversary of the dates of such Other Notes (to be
      counted from the date of the closing in the case of a mortgage loan or
      from the date of the final disbursement in the case of a construction loan
      under such Other Notes) shall be included in the Fixed Charge Coverage
      Ratio to be determined pursuant to this Subsection 7.B(i). For purposes of
      this Subsection 7.B, the term "Fixed Charge Coverage Ratio" shall mean,
      with respect to the twelve month period of time (a "Twelve Month Period")
      preceding the

<PAGE>

      date of determination (which date of determination shall be selected by
      FFCA)(a "Determination Date") the ratio calculated for such Twelve Month
      Period (a) the sum of Net Income, Debtor's income tax, Interest Expense,
      all non-cash charges, including, without limitation, Depreciation and
      Amortization, Debtor's Overhead, Debtor's non-recurring expenses
      determined in accordance with generally accepted accounting principles and
      Rent Expenses, less the Management Fee, to (b) the sum of Debtor's
      corporate debt service (interest and required principal) for such Twelve
      Month Period (including, without limitation, the FFCA Payments, Ground
      Lease Expense, and Equipment Payment Amount), Rent Expense and interest
      and required principal payments under all Capital Leases for such Twelve
      Month Period. FFCA shall notify Debtor of a Determination Date no later
      than that date that is 60 days prior to such Determination Date. A
      Determination Date shall occur no more frequently than once per calendar
      year, unless FFCA, or an Affiliate of FFCA, and Debtor, or an Affiliate of
      Debtor, shall have consummated a transaction evidenced by one or more
      Other Notes since the previous Determination Date; provided, however, that
      a Determination Date may occur more frequently than once per calendar year
      if made in connection with a Securitization. For purposes of determining
      the Fixed Charge Coverage Ratio pursuant to this Subsection 7.B(i) only, a
      Determination Date shall be no later than that date that is 30 days prior
      to the anticipated date of a Securitization.

      In calculating the Fixed Charge Coverage Ratio, FFCA shall use actual
      performance data for such of the Other Properties and the Premises that
      have been operated for more than four (4) months as of a Determination
      Date. For such of the Other Properties and the Premises that have been
      operated for less than four (4) months as of the Determination Date, FFCA
      shall use pro forma data to calculate the Fixed Charge Coverage Ratio.
      Notwithstanding the foregoing, a Fixed Charge Coverage Ratio determination
      made as of Debtor's 1997 fiscal year will be based on a year-to-date
      performance since there are less than 12 full months of operation from
      April 30, 1997, the date of Debtor's acquisition by I.C.H. Corporation.
      Furthermore, FFCA agrees not to exclude the Premises or any of the Other
      Properties from a Securitization if the Fixed Charge Coverage Ratio
      calculated, in the aggregate, on the properties that are not to be
      included in such Securitization will be lower than 1.3:1 as a result of
      such exclusion.

      For purposes of this Subsection 7.B, 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 the Premises and all of the Other
Properties, which lease or leases would, in conformity with generally accepted
accounting principles consistently applied, be required to be accounted for as a
capital lease or capital leases on the balance sheet of Debtor. The term
"Capital Lease" shall not include any operating lease.

      "Debt" shall mean as directly related to the Premises and all of the Other
Properties

<PAGE>

and the Twelve Month Period (i) indebtedness for borrowed money, (ii)
obligations evidenced by bonds, indentures, notes or other similar instruments,
(iii) obligations to pay the deferred purchase price of property or services,
(iv) obligations under leases which shall have been or should be, in accordance
with generally accepted accounting principles consistently applied, recorded as
Capital Leases, (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, and (vi) any other liability required by generally accepted accounting
principles to be reported on Debtor's balance sheet.

      "Debtor's Overhead" shall mean all non-store level general and
administrative expenses of Debtor on a corporate- and regional-wide basis
allocated on a fair and reasonable basis to the Premises and all of the Other
Properties consistent with the method of accounting employed by Debtor in
preparing Debtor's 1996 audited financial statements and report, including,
without limitation, expenses related to automobiles, administrative fees and
costs, legal fees and costs, accounting and other professional fees and costs,
office supplies, and travel and entertainment costs and expenses.

      "Depreciation and Amortization" shall mean the depreciation and
amortization accruing during the Twelve Month Period with respect to the
Premises and all of the Other Properties as determined in accordance with
generally accepted accounting principles consistently applied.

      "Equipment Payment Amount" shall mean for any Twelve Month Period the sum
of all amounts payable during such Twelve Month Period under (i) all equipment
leases for equipment located at the Premises and all of the Other Properties,
and (ii) all loans secured by equipment located at the Premises and all of the
Other Properties.

      "FFCA Payments" shall mean for any Twelve Month Period, the sum of all
amounts due and payable under the Note and all of the Other Notes during such
Twelve Month Period.

      "Gross Sales" shall mean all sales or other income arising from all
business conducted on the Premises and all of the Other Properties during the
Twelve Month Period, less sales tax and any amounts received from not-for-profit
sales of all non-food items approved for use in connection with promotional
campaigns, if any, pursuant to the license agreement with Licensor.

      "Ground Lease Expense" shall mean for any Twelve Month Period, the sum of
all amounts payable under any ground lease with respect to the Premises and the
Other Properties.

      "Interest Expense" shall mean for any Twelve Month Period, the sum of all
interest accrued or which should be accrued in respect of all Debt of Debtor
allocable to the

<PAGE>

Premises and all of the Other Properties and all business operations thereon
during such period (including interest attributable to Capital Leases), as
determined in accordance with generally accepted accounting principles
consistently applied.

      "Management Fee" shall mean a standardized management fee representing two
percent (2%) of Gross Sales relative to the Premises and the Other Properties
for any Twelve Month Period.

      "Net Income" shall mean with respect to the Twelve Month Period, the net
income or net loss of Debtor allocable to the Premises and all of the Other
Properties. In determining the amount of Net Income, (i) adjustments shall be
made for nonrecurring gains and losses allocable to such Twelve Month Period,
(ii) deductions shall be made for, among other things, Depreciation and
Amortization, Interest Expense and Operating Lease Expense allocable to such
Twelve Month Period, and (iii) no deductions shall be made for income taxes or
charges equivalent to income taxes allocable to such Twelve Month Period, as
determined in accordance with generally accepted accounting principles
consistently applied.

      "Operating Lease Expense" shall mean for any Twelve Month Period, the sum
of all amounts payable by Debtor under any operating leases with respect to the
Premises and the Other Properties and/or the business operations thereon as
determined in accordance with generally accepted accounting principles
consistently applied.

      "Rent Expense" shall mean the sum of building and ground Operating Lease
Expense, any percentage rents, amounts of capitalized building lease expenses
(net of principal and interest) relative to the Premises and the Other
Properties, less rent payable on regional and corporate offices and restaurants
constituting the Premises and the Other Properties that are not then open and
operating for business.

      (ii) Other Arby's Restaurants. Notwithstanding any provision of this
Subsection 7.B to the contrary, until such time as all of Debtor's obligations
under the Note are paid, satisfied and discharged in full, Debtor shall maintain
a Fixed Charge Coverage Ratio of at least 1.3:1 at the Premises, the Other
Properties, and all of the parcels of real estate owned or leased by Debtor,
wherever located, that are used or operated by Debtor or Debtor's Affiliates (or
their respective tenants or subtenants) as a Licensor restaurant (collectively,
the "Other Arby's Restaurants). For purposes of determining whether the Fixed
Charge Coverage Ratio requirement contained in this Subsection 7.B(ii) has been
satisfied, the definitions relating to the Fixed Charge Coverage Ratio shall be
deemed to be modified, as applicable, to provide for the calculation of the
Fixed Charge Coverage Ratio relative to the Premises, the Other Properties, and
to all of the Other Arby's Restaurants rather than a calculation of the Fixed
Charge Coverage Ratio for the Premises and all of the Other Properties. For
purposes of this Subsection 7.B(ii), the Note (and the Premises) shall be
included in the Fixed Charge Coverage Ratio to be determined pursuant to this
Subsection 7.B(ii) only if the Note, at the time of a Determination Date, shall
have been placed in a Securitization or if the term of the Note

<PAGE>

shall have reached the first anniversary of the date thereof, and only those
Other Notes that have either been placed in a Securitization or whose terms
thereof (at the time of a Determination Date) shall have reached the first
anniversary of the dates of such Other Notes (to be counted from the date of the
closing in the case of a mortgage loan or from the date of the final
disbursement in the case of a construction loan under such Other Notes) shall be
included in the Fixed Charge Coverage Ratio to be determined pursuant to this
Subsection 7.B(ii).

      C. Lost Note. Debtor shall, if the Note or any Other Note is mutilated,
destroyed, lost or stolen (a "Lost Note"), promptly deliver to FFCA, upon
receipt of an affidavit from FFCA stipulating that such Note has been mutilated,
destroyed, lost or stolen, 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 (15) days' prior notice to FFCA before making any payments to
third parties (other than the servicer of any Securitized Loan Pool) in
connection with a Lost Note.

      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 Note, the Deed of Trust 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 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. Title to the Premises shall be vested in Debtor, free of
      all liens, encumbrances, restrictions, encroachments and easements, except
      Permitted Exceptions. Upon Closing, FFCA will obtain a valid and perfected
      first priority lien upon and security interest in the Premises.

           B. Condition of Premises. FFCA shall have inspected and approved the
      Premises, the Premises shall be in good condition and repair, and the
      Premises shall have a suitable location, all as determined by FFCA in its
      sole discretion.

           C. Evidence of Title. FFCA shall have received for the Premises a
      preliminary title report and irrevocable commitment to insure title 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 Premises is located) issued by Title Company
      showing good and marketable title in the Premises in Debtor, committing to
      insure FFCA's first

<PAGE>

      priority lien upon and security interest in the Premises subject only to
      Permitted Exceptions and containing such endorsements as FFCA may
      reasonably require.

           D. Survey. FFCA shall have received a current ALTA survey 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 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.

           E. Environmental. FFCA shall have received a Phase I environmental
      report (and a Phase II environmental report, if necessary, as determined
      by FFCA in its sole discretion) for the Premises, the form, substance and
      conclusions of which shall be satisfactory to FFCA in its sole discretion.

           F. Compliance With Representations, Warranties and Covenants;
      Certification. 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, the franchise, license and/or area
      development agreement with Licensor or any other agreement between or
      among FFCA, Debtor or Licensor 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 a material adverse effect on the Land or Debtor, as determined
      by FFCA in its sole and absolute discretion.

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

           H. Opinion of Counsel to Debtor. Debtor shall have caused Counsel to
      prepare and deliver an opinion substantially in the form and as indicated
      in the attached Exhibit E.

           I. License Agreement. FFCA shall have received a certificate from
      Licensor in form and substance reasonably acceptable to FFCA that the
      license agreement between Debtor and Licensor with respect to the Premises
      is valid, binding and in full force and effect, with a term that will not
      expire before the scheduled maturity date of the Note, no events have
      occurred which could constitute a default under the Loan Documents, and
      Licensor waives all rights of first refusal set forth in such agreement as
      to FFCA and its successors and assigns.

           J. Closing of Equipment Loan Agreement. All of the transactions
      described in the Equipment Loan Agreement shall have closed prior to or
      concurrently with the Closing of the transaction described in this
      Agreement.

           K. Closing Documents. At or prior to the Closing Date, FFCA and/or
      Debtor,

<PAGE>

      as may be appropriate, shall execute and deliver or cause to be executed
      and delivered to Title Company or FFCA, as may be appropriate, all
      documents required to be delivered by this Agreement, and such other
      documents, payments, instruments and certificates, as FFCA may require in
      form reasonably acceptable to FFCA, including, without limitation, the
      following:

           (1) Note;
           (2) Deed of Trust;
           (3) Environmental Indemnity Agreement;
           (4) Licensor's Certificate;
           (5) Proof of Insurance;
           (6) Opinion of Counsel to Debtor; and
           (7) UCC-1 Financing Statements.

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

      10. Default and Remedies. A. Each of the following shall be deemed an
event of default by Debtor (an "Event of Default"):

           (1) If any representation or warranty of Debtor is false in any
material respect when made or becomes false in any material respect prior to the
Closing Date, or, in the event any such representation or warranty is continuing
after the Closing, if any such representation or warranty becomes false in any
material respect at any time, or if Debtor renders any written statement to FFCA
relative to the Premises, the Loan or the financial condition of Debtor which at
the time of such written statement was false in any material respect;

           (2) If any principal, interest or other monetary sum due under the
Note, the Deed of Trust or any other Loan Document is not paid within five days
after the date when due;

           (3) If Debtor fails to observe or perform any of the other covenants,
conditions, or obligations of this Agreement or any other Loan Document within
the applicable grace or cure period;

           (4) If Debtor:

               (A) becomes insolvent within the meaning of the Code,

               (B) files or notifies FFCA that it intends to file a petition
      under the Code,

               (C) initiates a proceeding under any similar law or statute
      relating to bankruptcy, insolvency, reorganization, winding up or

<PAGE>

      adjustment of debts (collectively, hereinafter, an "Action"),

               (D) is not generally paying its debts as the same become due,
      and/or

               (E) becomes the subject of an involuntary petition under the Code
      or other similar involuntary Action (in which case Debtor shall be
      required to provide FFCA with immediate notice of the commencement or
      filing of such involuntary proceeding, petition or Action), and any of the
      following shall have occurred: (i) the involuntary petition or involuntary
      Action shall not have been dismissed within sixty (60) days of the date on
      which it was filed or otherwise commenced, (ii) an order for relief under
      the Code (or similar order) shall have been entered by the court in the
      involuntary proceeding, or (iii) the court having jurisdiction over such
      involuntary proceeding (at Debtor's motion or request for relief) shall
      not have granted FFCA full and final relief from the automatic stay of
      Section 362 of the Code and from any stay issued under Section 105 of the
      Code (or any similar stays or injunctions) within sixty (60) days of the
      filing or commencement of such involuntary petition or involuntary Action
      so that FFCA is thereafter free to exercise any and all of its rights and
      remedies under the Loan Documents, and FFCA hereby agrees not to exercise
      any of its rights or remedies under the Loan Documents until such time as
      an Event of Default (other than the filing of an involuntary petition
      under the Code or other similar involuntary Action) shall have occurred;

           (5) If there is an event of default (after the expiration of any
      applicable grace and cure period) under the Equipment Loan Agreement or a
      breach or default (after the expiration of any applicable grace and cure
      period) under any other agreement or instrument, including, without
      limitation, promissory notes and guaranties, between, among or by (1)
      Debtor, and, or for the benefit of, (2) FFCA or any corporation,
      partnership, joint venture, limited liability company, association or
      other form of entity affiliated with FFCA;

           (6) If any event occurs or condition exists on the Closing Date which
      constitutes a material breach or default under any of the Loan Documents
      or any other agreement between Debtor and FFCA pertaining to the subject
      matter hereof.

           B. If any Event of Default occurs pursuant to subsection A(2) above,
      FFCA shall not be entitled to exercise its remedies set forth in
      subsection D 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.

           C. If any event occurs pursuant to subsection A(3) subsequent to the
      Closing and does

<PAGE>

      not involve the payment of any monetary sum to FFCA, is not willful,
      intentional or being contested in good faith in accordance with the terms
      of the Deed of Trust, does not place any material rights, collateral or
      property of FFCA in immediate jeopardy in any material respect, 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 event 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 event, upon failure of
      which an Event of Default shall be deemed to have occurred hereunder
      without further notice or demand of any kind. If such event cannot
      reasonably be cured within such 30-day period, as determined by FFCA in
      its reasonable discretion, and Debtor is diligently pursuing a cure of
      such event, then Debtor shall have a reasonable period to cure such event,
      which shall not exceed 90 days after receiving notice of the event from
      FFCA. If Debtor shall fail to correct or cure such event within such
      90-day period, an Event of Default shall be deemed to have occurred
      hereunder without further notice or demand of any kind.

      D. Upon the occurrence of an Event of Default, subject to the limitation
set forth in subsection B and C, FFCA shall be entitled to exercise, at its
option, concurrently, successively or in any combination, all remedies set forth
in the Loan Documents and otherwise available at law or in equity, including
without limitation any one or more of the following (provided, however, the
remedies set forth in subitem (1) shall only be applicable to any such breach or
default occurring prior to the Closing):

               (1) To terminate this Agreement by giving written notice to
      Debtor, in which case neither party shall have any further obligation or
      liability, except such liabilities as Debtor may have for such Event of
      Default;

               (2) To bring an action for damages against Debtor;

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

               (4) To recover from Debtor all sums loaned and/or advanced by
      FFCA to Debtor pursuant to the Loan Documents and all expenses, including
      attorneys' fees, paid or incurred by FFCA as a result of such Event of
      Default.

      E. If a default occurs pursuant to subsection A(3) above as a result of
the failure of Debtor to maintain the Fixed Charge Coverage Ratio covenants set
forth in Subsection 7.B, such default shall not constitute an Event of Default
if Debtor, within 30 days from the delivery of a notice from FFCA to Debtor of
such failure, at Debtor's election, performs any one of the following:

               (i) Pay the FCCR Amount. Pays to FFCA (without prepayment premium
      or penalty) the FCCR Amount (as defined below) relative to any one or more
      of the Other Notes (and/or the Note, if applicable) that cause or
      contribute to cause the

<PAGE>

      Fixed Charge Coverage Ratio to be less than 1.3:1. If Debtor elects to pay
      the FCCR Amount, promptly after Debtor's payment of the FCCR Amount,
      Debtor and FFCA agree to execute an amendment to the Note and/or Other
      Note or Other Notes to which the FCCR Amount relates, as the case may be,
      in form and substance acceptable to FFCA reducing the principal amount
      payable to FFCA thereunder and reamortizing the principal amount
      thereunder over the then remaining term of the Note and/or Other Note or
      Other Notes, as the case may be. Debtor shall be responsible for the
      payment of FFCA's out-of-pocket attorneys' fees incurred in connection
      with the preparation of such amendments. As used herein, the phrase "FCCR
      Amount" shall mean that sum of money which, when subtracted from the
      outstanding principal amount of the Note (and/or the Other Note or Other
      Notes that cause or contribute to cause the Fixed Charge Coverage Ratio to
      be less than 1.3:1, as the case may be), and assuming the reamortization
      of the adjusted principal amount of the Note (and/or Other Note or Other
      Notes, as the case may be) over the then remaining term of the Note
      (and/or Other Note or Other Notes), will result in an adjusted Fixed
      Charge Coverage Ratio of at least 1.3:1.

               (ii) Pay the Entire Amount Owing. Pays to FFCA (without
      prepayment premium or penalty) the entire amount owing under any one or
      more of the Other Notes (and/or the Note, if applicable) that cause or
      contribute to cause the Fixed Charge Coverage Ratio to be less than 1.3:1,
      but only to the extent necessary to achieve a Fixed Charge Coverage Ratio
      of not less than 1.3:1;

               (iii) Substitution. Delivers to FFCA Debtor's notice of election
      to substitute (in accordance with this Subsection) the Other Properties
      (and/or the Premises, if applicable) that cause or contribute to cause the
      Fixed Charge Coverage Ratio to be less than 1.3:1 with a Substitute Site
      or Substitute Sites, as the case may be (as those terms are defined
      below), to serve as FFCA's replacement collateral for repayment of the
      obligations evidenced by the Other Notes (and/or the Note, if applicable)
      that are secured by such Other Properties, including the Premises, if
      applicable, and thereafter performs in the exercise of reasonable
      diligence all of the duties and obligations of Debtor and satisfies or
      cause to be satisfied all of the conditions set forth in this Subsection
      10.E(iii). For purposes of this Subsection 10.E(iii), the following terms
      shall have the following meanings:

      "Substitute Site" or "Substitute Sites" means, as the context requires,
one or more parcels of real property substituted for the Other Properties and/or
the Premises, as applicable, in accordance with the requirements of Subsection
10.E(iii), together with all rights, privileges and appurtenances associated
therewith, and buildings, fixtures and other improvements located thereon
(whether or not affixed to such real estate).

      "Substitute Site Permitted Exceptions" means real estates taxes, not then
due or payable, relating to the Substitute Site, and such other exceptions to
title affecting the Substitute Site as may be approved in writing by FFCA in its
reasonable discretion.

<PAGE>

      1.    Conditions. Debtor may substitute a Substitute Site for such of the
Other Properties (including the Premises, if applicable) that cause or
contribute to cause the Fixed Charge Coverage Ratio to be less than 1.3:1,
subject to the restrictions set forth in this Subsection and the fulfillment of
the following conditions:


      i.    Debtor shall establish a proposed date for the consummation of such
substitution and shall provide FFCA with notice of such date at least 45 days
before the proposed date of such substitution; provided however, such notice may
not be delivered more than 90 days before the date proposed in such notice for
the substitution. Consummation of the substitution shall take place no later
than the proposed date of such substitution and in the event the substitution is
not consummated by such proposed date, an Event of Default shall be deemed to
have occurred under this Agreement;

      ii.   Debtor shall identify a proposed Substitute Site and the proposed
Substitute Site must:

            (1)   be improved with a building and other structures and
improvements to permit its use and operation as a Licensor restaurant. The
building and other improvements must be of good workmanship and in good
condition and repair;

            (2)   be owned by and vested in Debtor, free and clear of all liens
and encumbrances, except the Substitute Site Permitted Exceptions; and

            (3)   have a fair market value equal to or greater than the fair
market value of the Other Property (or the Premises, if applicable) being
substituted as of the date of consummation of the substitution, as such fair
market value shall be determined by FFCA in its reasonable discretion.

            iii. Debtor shall have reimbursed FFCA, in addition to all costs
applicable to the proposed substitution, for FFCA's third-party and/or in-house
site inspectors' reasonable and actual costs and expenses, including reasonable
and actual attorneys' fees, with respect to the proposed substitution and
Substitute Site;

            iv. FFCA shall have received a preliminary title report and
irrevocable commitment (subject only to payment of premium) to insure title 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 Site is located) for such proposed Substitute Site issued by
a nationally recognized title company acceptable to FFCA, showing good and
marketable title in Debtor and committing to insure the lien of FFCA's mortgage
or deed of trust, as applicable, as a first-priority lien on the proposed
Substitute Site, subject only to the Substitute Site Permitted Exceptions and
containing such title endorsements as FFCA may reasonably require;

<PAGE>

            v. FFCA shall have received a current ALTA survey of such proposed
Substitute Site, the form and substance of which shall be reasonably acceptable
to FFCA and to the title company;

            vi. FFCA shall have received a Phase I environmental site assessment
performed in accordance with the requirements of ASTM 1527 which is acceptable
to FFCA in its discretion (and, if reasonably necessary based on the result of
the Phase I report, a Phase II environmental report) with respect to such
proposed Substitute Site;

            vii. Debtor shall deliver, or cause to be delivered, opinions of
counsel in form and substance reasonably acceptable to FFCA issued by legal
counsel reasonably approved by FFCA;

            viii. there shall be no Event of Default (other than Debtor's
failure to maintain the Fixed Charge Coverage Ratio which the substitution
pursuant to this Subsection 10.E(iii) is intended to cure);

            ix. Debtor shall have executed such documents as are comparable to
the Loan Documents, including, without limitation, a loan agreement, a deed of
trust, a promissory note, an environmental indemnity agreement, and uniform
commercial code financing statements (the "Substitute Documents"), to provide
FFCA with a first priority lien on the proposed Substitute Site, subject only to
the Substitute Site Permitted Exceptions, and all other rights, remedies and
benefits with respect to the proposed Substitute Site, all of which documents
shall be in form and substance reasonably satisfactory to FFCA;

            x. the representations, warranties and covenants set forth in the
Substitute Documents shall be substantially similar to the representations,
warranties and covenants contained in this Agreement relative to the Premises
and shall all be true and correct in all material respects as of the date of
consummation of the substitution;

            xi. Debtor shall have delivered to FFCA certificates of insurance
showing that insurance required by the Substitute Documents is in full force and
effect; and

            xii. Debtor shall have entered into (and delivered a copy thereof to
FFCA) a license agreement with Licensor for the conduct of Debtor's business at
the Substitute Site that will permit Debtor to operate a Licensor restaurant at
the Substitute Site having a term that will not expire before the scheduled
maturity date of the promissory note associated with the Substitute Site.

            FFCA shall order the uniform commercial code financing statement
searches, title commitment, ALTA survey and Phase I environmental report
described above, and, upon receipt of such items, FFCA agrees to exercise
reasonable diligence in completing its review and analysis of the proposed
Substitute Site.

<PAGE>

            2. Effect of Substitution. Upon satisfaction of the foregoing
conditions with respect to a proposed Substitute Site:

               i.   the Substitute Site shall be deemed substituted for the
                    Other Property (or the Premises, if applicable) that is
                    being replaced;

               ii.  the Substitute Documents shall be dated as of the date of
                    consummation of the substitution; and

               iii. FFCA will release, or cause to be released, the Deed of
                    Trust encumbering the substituted Other Property (or the
                    Premises, if applicable) and promptly deliver documents,
                    including, without limitation, UCC-3 termination statements,
                    reasonably requested by Debtor to effect such release.

      3. Costs. Debtor shall be solely responsible for the payment of all
reasonable and actual costs and expenses relating to any substitution
contemplated by this Subsection (whether incurred by Debtor or FFCA) at or prior
to the consummation of such substitution (and regardless of whether consummation
of such substitution occurs).

            (iv) Sale-Leaseback Transaction. Pays to FFCA (without prepayment
      premium or penalty) the entire amount owing under any one or more of the
      Other Notes (and/or the Note, if applicable) that are secured by such of
      the Other Properties (including the Premises, if applicable) that cause or
      contribute to cause the Fixed Charge Coverage Ratio to be less than 1.3:1,
      but only to the extent necessary to achieve an Fixed Charge Coverage Ratio
      of not less than 1.3:1, and enters into a sale-leaseback transaction with
      FFCA, as buyer and lessor, and Debtor, as seller and lessee, relative to
      such Other Properties (including the Premises, if applicable), all on
      terms and conditions (including written documentation) acceptable to
      Debtor and FFCA; or

            (v) Escrow Account. Deposits into an interest-bearing, federally
      insured escrow account (reasonably acceptable to FFCA) established by
      Debtor at Debtor's sole cost with a title or escrow company acceptable to
      FFCA an amount in cash such that the interest income thereon (less all
      escrow fees, costs and expenses) will be sufficient in amount to cause the
      Fixed Charge Coverage Ratio for the next period of determination to be
      equal to or greater than 1.3:1 based upon the current Fixed Charge
      Coverage Ratio calculation. The funds in such escrow account shall, upon
      their deposit therein, be pledged to FFCA (with such pledge being a
      first-priority perfected lien and security interest in favor of FFCA) to
      secure payment of all loans made by FFCA or an FFCA Affiliate to Debtor or
      an Affiliate of Debtor, including, without limitation, the Loan, as FFCA
      shall determine in FFCA's sole discretion, pursuant to a pledge agreement
      or similar agreement in form and substance

<PAGE>

      acceptable to FFCA in its sole discretion. Debtor agrees to execute and
      deliver (and cause escrow agent to execute and deliver) such other
      documents and agreements as are reasonably necessary to perfect FFCA's
      lien and security interest in such escrow account and funds. The funds in
      the escrow account shall be released to Debtor no later than 10 days after
      Debtor demonstrates to FFCA's reasonable satisfaction that the Fixed
      Charge Coverage Ratio (calculated without taking into account the funds in
      the escrow account) for the next period of determination is no less than
      1.3:1. In the event the Fixed Charge Coverage Ratio for the next period of
      determination is less than 1.3:1, the funds in the escrow account shall be
      released to FFCA for application in accordance with either Subsection
      10.E(i) or 10.E(ii), in order to cure Debtor's failure to maintain the
      Fixed Charge Coverage Ratio, as FFCA shall determine in its reasonable
      discretion, and in such event, Debtor agrees to authorize and instruct the
      escrow agent to immediately release and pay the funds to FFCA in
      accordance with this Subsection. In no event shall Debtor be required to
      maintain funds in the escrow account in excess of the outstanding
      aggregate principal balance of the loans made by FFCA or its Affiliate to
      Debtor or its Affiliate, including, without limitation, the Loan.

      Without limiting any of the foregoing provisions, Debtor agrees that, in
the event more than one of the Other Properties (and/or the Premises, if
applicable) causes or contributes to cause the Fixed Charge Coverage Ratio to be
less than 1.3:1, Debtor will select and identify (for purposes of performing
Debtor's duties and obligations in accordance with Subsections 10.E(i),
10.E(ii), 10.E(iii) and/or 10.E(iv)) that Other Property or those Other
Properties (including the Premises, if applicable) whose Fixed Charge Coverage
Ratio, calculated on an individual store/restaurant basis, is or are, as the
case may be, most significantly below (or less than) 1.3:1.

      11. Assignments. A. FFCA may assign in whole or in part its rights under
this Agreement, including, without limitation, any Transfer, Participation
and/or Securitization (all as defined in Section 13.P hereof). In the event of
any unconditional assignment of FFCA's entire right and interest hereunder, and
execution and delivery to Debtor of an assumption of FFCA's duties and
obligations hereunder by such assignee, 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, transfer, mortgage, convey, encumber or grant any easements or other
rights or interests of any kind in the Premises (other than the Permitted
Exceptions and except, subsequent to the Closing, as expressly permitted by the
Deed of Trust), 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 Deed
of Trust.

      12. Indemnity. Debtor agrees to indemnify, hold harmless and defend FFCA
and its directors, officers, shareholders, employees, successors, assigns,
agents, contractors,

<PAGE>

subcontractors, affiliates, and trustees, as applicable (collectively, the
"Indemnified Parties"), from and against any and all losses, costs, claims,
liabilities, damages and expenses, including, without limitation, reasonable
attorneys' fees, arising as the result of an Environmental Condition and/or a
breach of any of the representations, warranties, covenants, agreements or
obligations of Debtor set forth in this Agreement and the Development Documents,
except to the extent such liability, loss, cost, claim, damages and expenses
arise as a result of the gross negligence or willful misconduct of an
Indemnified Party. 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
agency in connection therewith.

      13. 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 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:

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

<PAGE>

            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

          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 (other than a real estate broker, agent or
      finder employed by Debtor ("Debtor's Broker") pursuant to a written
      agreement between Debtor and Debtor's Broker. Debtor shall be solely
      responsible for payment of any and all commissions, charges and fees owing
      to Debtor's Broker). 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, and Debtor
      shall indemnify and hold FFCA and the Premises harmless from and against
      any costs, claims or expenses arising out of any commission, charge, fee
      or other amounts owing to Debtor's Broker.

          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 unless otherwise specifically stated therein.

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

<PAGE>

          E. Liability. (i) 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 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.

          (ii) 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 Debtor,
      that (i) there shall be absolutely no personal liability on the part of
      any shareholder, director, officer or employee of Debtor, with respect to
      any of the terms, covenants and conditions of this Agreement or the other
      Loan Documents (other than liability arising out of the gross negligence
      or wilful misconduct of any shareholder, director, officer or employee of
      Debtor), (ii) FFCA waives all claims, demands and causes of action against
      Debtor's officers, directors, employees and agents 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 (other
      than claims, demands and causes of action arising out of the gross
      negligence or wilful misconduct of any shareholder, director, officer or
      employee of Debtor), and (iii) FFCA shall look solely to the assets of
      Debtor for the satisfaction of each and every remedy of FFCA 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
      (except as otherwise provided in this subsection 13.E(ii) with respect to
      liabilities, claims, demands and causes of action arising out of the gross
      negligence or wilful misconduct of any shareholder, director, officer or
      employee of Debtor), such exculpation of liability to be absolute and
      without any exception whatsoever. Nothing in this subsection 13.E(ii) or
      elsewhere in the Loan Documents shall limit, restrict or impair FFCA's
      rights to look to any and all assets of Debtor for the satisfaction of
      each and every remedy of FFCA 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.

          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

<PAGE>

      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.

          H. Other Documents. Each of the parties agrees to sign such other and
      further documents as may be necessary 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 and actual 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 FFCA shall mean only the fees and costs of independent outside counsel
      retained by FFCA with respect to this transaction and not the fees and
      costs of FFCA'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 (with respect to the Premises only) 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, the Agreement was signed by FFCA in the State of Arizona and
      delivered by Debtor in the State of Arizona, all payments under the 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 Agreement, the parties hereto hereby expressly submit to the
      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

<PAGE>

      of Arizona. To the extent that a court of competent jurisdiction finds
      Arizona law inapplicable with respect to any provisions hereof, then, as
      to those provisions only, the laws of the states where the Premises are
      located shall be deemed to apply. 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 the Premises 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
      Sections 2 and 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. DEBTOR AND FFCA HEREBY KNOWINGLY, VOLUNTARILY AND
      INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY WITH
      RESPECT TO ANY AND ALL ISSUES PRESENTED IN ANY ACTION, PROCEEDING, CLAIM
      OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER
      OR ITS SUCCESSORS WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN
      CONNECTION WITH THIS AGREEMENT OR ANY DOCUMENT CONTEMPLATED HEREIN OR
      RELATED HERETO. THIS WAIVER BY THE PARTIES HERETO OF ANY RIGHT EITHER MAY
      HAVE TO A TRIAL BY JURY HAS BEEN NEGOTIATED AND IS AN ESSENTIAL ASPECT OF
      THEIR BARGAIN. FURTHERMORE, 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 AGREEMENT 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.

<PAGE>

          P. Transfers, Participations and Securitization. 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, sell,
      transfer or assign the Note, the Deed of Trust and the other Loan
      Documents, and any or all servicing rights with respect thereto (each, a
      "Transfer"), or grant participations therein (each, a "Participation"), or
      complete an asset securitization vehicle selected by FFCA, in accordance
      with all requirements which may be imposed by the investors or the rating
      agencies involved in such securitized financing transaction, as selected
      by FFCA, 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 (each, a
      "Securitization").

          Debtor agrees to reasonably cooperate in good faith with FFCA in
      connection with any Transfer, Participation and/or Securitization,
      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 the
      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 Transfers, Participations or Securitization, so long
      as such amendments would not have a material adverse effect upon Debtor or
      the transactions contemplated hereunder or make any of the covenants of
      Debtor or repayment terms contained in any of the Loan Documents more
      burdensome on Debtor.

          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 each Transfer, Participation and/or
      Securitization, as applicable. FFCA shall pay the reasonable and customary
      out-of-pocket expenses incurred in connection with the performance of the
      obligations under this Section.

      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

<PAGE>

                                    By:_________________________________________
                                    Name:   Robin L. Roach
                                    Its:    Senior Vice President
                                            Corporate Finance


                                    DEBTOR:

                                    SYBRA, INC., a Michigan corporation


By:__________________________________________

Name:________________________________________

Its:_________________________________________

<PAGE>

STATE OF ARIZONA        ]
                        ] SS.
COUNTY OF MARICOPA      ]

      The foregoing instrument was acknowledged before me on             , 1997,
by Robin L. Roach, Senior Vice President, Corporate Finance of FFCA Acquisition
Corporation, a Delaware corporation, on behalf of the corporation.


                                  ----------------------------------------------
                                  Notary Public

My Commission Expires:

-----------------------------

<PAGE>

STATE OF                ]
                        ] SS.
COUNTY OF               ]

      The foregoing instrument was acknowledged before me on          , 1997, by
_______________________________________, the ___________________________ of
SYBRA, INC., a Michigan corporation, on behalf of the corporation.


                                  ----------------------------------------------
                                  Notary Public

My Commission Expires:

-----------------------------

<PAGE>

                                   EXHIBIT A

                            DESCRIPTION OF PREMISES

<PAGE>

                                   EXHIBIT B

                                     NOTE

<PAGE>

                                   EXHIBIT C

                                 DEED OF TRUST

<PAGE>

                                   EXHIBIT D

                           ENVIRONMENTAL DISCLOSURE

<PAGE>

                                   EXHIBIT E

                                    OPINION

<PAGE>

                                   EXHIBIT F

                       ENVIRONMENTAL INDEMNITY AGREEMENT