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                                                                   Exhibit 10.32

                                 LOAN AGREEMENT

     THIS LOAN AGREEMENT, dated as of December 29, 1999, is between SYBRA, INC.,
a Michigan corporation ("Borrower"), and FINOVA CAPITAL CORPORATION, a Delaware
corporation (together with its successors and assigns, "FINOVA").


                             PRELIMINARY STATEMENT:

     Borrower desires to borrow up to $8,500,000 which amount shall be used (i)
to pay transaction costs, (ii) for working capital and (iii) to provide funds
for the acquisition and development of Expansion Stores. FINOVA has agreed to
make the Loan upon the terms and subject to the conditions set forth herein.

     NOW, THEREFORE, it is agreed as follows:


                                    ARTICLE I

                         DEFINITIONS AND DETERMINATIONS

     1.1 DEFINITIONS. As used in this Loan Agreement and in the other Loan
Instruments, unless otherwise expressly indicated herein or therein, the
following terms shall have the following meanings (such meanings to be
applicable equally to both the singular and plural forms of the terms defined):

          ACCOUNTANTS: Deloitte & Touche, LLP or any other independent certified
     public accounting firm selected by Borrower and reasonably satisfactory to
     FINOVA.

          ACCOUNTING CHANGES: as defined in Section 1.3.

          ADA: the Americans with Disabilities Act of 1990, as amended, any
     successor statute thereto, and the rules and regulations issued thereunder,
     as in effect from time to time.

          ADDITIONAL SUMS: as defined in subsection 2.2.4.

          AFFILIATE: any Person that directly or indirectly, through one or more
     intermediaries, controls or is controlled by or is under common control
     with another Person. The term "control" means possession, direct or
     indirect, of the power to direct or cause the direction of the management
     and policies of a Person, whether through the ownership of voting
     securities or equity interests, by contract or otherwise. For the purposes
     hereof any Person which owns or controls, directly or


<PAGE>

     indirectly, 10% or more of the securities or equity interests, as
     applicable, whether voting or non-voting, of any other Person shall be
     deemed to "control" such Person.

          ALLOCATED LOAN AMOUNT: for each Initial Store, the portion of the
     Principal Balance allocated to such Initial Store as set forth on EXHIBIT
     5.5.2. The Allocated Loan Amount for each Initial Store shall be reduced
     concurrently with each payment of the Principal Balance by an amount equal
     to the amount of such payment multiplied by the percentage that such
     Allocated Loan Amount bears to $8,500,000.

          BANKRUPTCY CODE: the United States Bankruptcy Code, any successor
     statute thereto, and the rules, regulations and legally binding policies
     promulgated thereunder, as amended and in effect from time to time.

          BASIC FINANCIAL STATEMENTS: as defined in subsection 6.3.2.

          BORROWER: as defined in the Preamble to this Loan Agreement.

          BORROWER CAPITAL STOCK: all of the issued and outstanding capital
     stock and all warrants, options and other rights to acquire capital stock
     of Borrower.

          BORROWER CASH FLOW: for any period, the net income of Borrower for
     such period:

               (i) PLUS the sum of the following (without duplication), to the
          extent deducted in determining such net income for such period:

                    (A) losses from sales, exchanges and other dispositions of
               Property, and other extraordinary and non-recurring losses, in
               each case not in the ordinary course of business;

                    (B) interest, fees and other charges paid or accrued on
               Indebtedness, including, without limitation, interest on
               Capitalized Leases that is imputed in accordance with GAAP;

                    (C) income taxes paid or accrued;

                    (D) depreciation, amortization and all other non-cash items
               deducted in determining such net income; and

                    (E) rent expense paid or accrued under all Operating Leases
               of Borrower during such period, including all Leases and all
               equipment leases of Borrower which are not Capitalized Leases;
               and


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               (ii) MINUS the sum of the following (without duplication), to the
          extent included in determining such net income for such period:

                    (A) gains from sales, exchanges and other dispositions of
               Property, and other extraordinary and non-recurring gains, in
               each case not in the ordinary course of business;

                    (B) proceeds of any insurance other than business
               interruption insurance; and

                    (C) any other non-cash item included in determining such net
               income.

          BORROWER FIXED CHARGE COVERAGE RATIO: for any period, the ratio of (i)
     Borrower Cash Flow for such period to (ii) Borrower Fixed Charges for such
     period.

          BORROWER FIXED CHARGES: during any period as applicable, the sum of
     (i) all payments of principal, interest, premium, loan fees and other
     charges with respect to Indebtedness for Borrowed Money made or required to
     be made by Borrower during such period plus (ii) rent expense paid or
     accrued under all Operating Leases of Borrower during such period,
     including all Leases and all equipment leases of Borrower which are not
     Capitalized Leases.

          BORROWER's Obligations: (i) any and all Indebtedness due or to become
     due, now existing or hereafter arising, of Borrower to FINOVA pursuant to
     the terms of this Loan Agreement or any other Loan Instrument, including,
     without limitation, the Loan Fee, and (ii) the performance of the covenants
     of Borrower contained in the Loan Instruments.

          BUSINESS DAY: any day other than a Saturday, Sunday or other day on
     which banks in Phoenix, Arizona or New York, New York are required to
     close.

          CAPITALIZED LEASE: any lease of Property, the obligations for the
     rental of which are required to be capitalized in accordance with GAAP.

          CLOSING: the disbursement of the Loan.

          CLOSING DATE: the date the Closing occurs.

          CODE: the Internal Revenue Code of 1986, any successor statute
     thereto, and the rules, regulations and legally binding policies
     promulgated thereunder, as amended and in effect from time to time.


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<PAGE>

          COLLATERAL: (i) all existing and after-acquired Property of Borrower
     related to the Collateral Stores, including, without limitation, all
     furniture, fixtures, equipment and inventory located at the Collateral
     Stores, but excluding (A) the Development Agreement, (B) all intellectual
     property, Franchise Agreements, Collateral Store Leases and Licenses of
     Borrower and (B) all Property of Borrower subject to Permitted Senior
     Indebtedness Liens and (ii) all proceeds of the foregoing.

          COLLATERAL STORE LEASE: a Lease of a Collateral Store.

          COLLATERAL STORES: collectively, the Initial Stores and each
     Substitute Store.

          COMPLIANCE CERTIFICATE: a compliance certificate executed by Borrower
     in the form of Exhibit 1.1(A) attached hereto.

          DEFAULT RATE: 12.88% per annum.

          DEFAULT RATE PERIOD: a period of time commencing on the date an Event
     of Default has occurred and ending on the date that such Event of Default
     is cured or waived.

          DEVELOPMENT AGREEMENT: that certain Development Agreement dated as of
     May 12, 1998 between Franchisor and Borrower.

          EMPLOYEE BENEFIT PLAN: any employee benefit plan within the meaning of
     Section 3(3) of ERISA which (i) is maintained for employees of Borrower or
     any of its ERISA Affiliates or (ii) has at any time within the preceding
     six years been maintained for the employees of Borrower or any of its
     current or former ERISA Affiliates.

          ENVIRONMENTAL LAWS: any and all federal, state and local laws that
     relate to or impose liability or standards of conduct concerning public or
     occupational health and safety or protection of the environment, as now or
     hereafter in effect and as have been or hereafter may be amended or
     reauthorized, including, without limitation, the Comprehensive
     Environmental Response, Compensation and Liability Act (42 U.S.C. '9601 ET
     SEQ.), the Hazardous Materials Transportation Act (42 U.S.C. '1802 ET
     SEQ.), the Resource Conservation and Recovery Act (42 U.S.C. '6901 ET
     SEQ.), the Federal Water Pollution Control Act (33 U.S.C. '1251 ET SEQ.),
     the Toxic Substances Control Act (15 U.S.C. '2601 ET SEQ.), the Clean Air
     Act (42 U.S.C. '7901 ET seq.), the National Environmental Policy Act (42
     U.S.C. '4231, ET SEQ.), the Refuse Act (33 U.S.C. '407, ET SEQ.), the Safe
     Drinking Water Act (42 U.S.C. '300(f) ET SEQ.), the Occupational Safety and
     Health Act (29 U.S.C. '651 ET SEQ.), and all rules, regulations, codes,
     ordinances and guidance documents promulgated or published thereunder, and
     the provisions of any licenses, permits, orders and decrees issued pursuant
     to any of the foregoing.


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          ERISA: the Employee Retirement Income Security Act of 1974, and any
     successor statute thereto, and the rules, regulations and legally binding
     policies promulgated thereunder, as amended and in effect from time to
     time.

          ERISA AFFILIATE: any Person who is a member of a group which is under
     common control with Borrower, who together with Borrower is treated as a
     single employer within the meaning of Section 414(b), (c) and (m) of the
     Code.

          EVENT OF DEFAULT: any of the Events of Default set forth in Section
     8.1.

          EXCESS INTEREST: as defined in subsection 2.2.4.

          EXPANSION STORES: new Stores to be acquired, constructed, renovated or
     otherwise developed by Borrower after the Closing Date pursuant to the
     Development Agreement.

          FINOVA: as defined in the Preamble to this Loan Agreement.

          FINOVA DEBT SERVICE: for any period, all payments of principal and
     interest with respect to the Principal Balance or an Allocated Loan Amount,
     as applicable, made or required to be made by Borrower during such period.

          FRANCHISE AGREEMENT: a franchise agreement between Borrower and
     Franchisor with respect to the operation of a Collateral Store, in form and
     substance reasonably satisfactory to FINOVA.

          FRANCHISOR: Arby's, Inc., a Delaware corporation.

          GAAP: generally accepted accounting principles as in effect from time
     to time, which shall include but shall not be limited to the official
     interpretations thereof by the Financial Accounting Standards Board or any
     successor thereto.

          GOOD FUNDS: United States Dollars available in Federal funds to FINOVA
     at or before 2:00 p.m., Phoenix time, on a Business Day.

          GOVERNMENTAL BODY: any foreign, federal, state, municipal or other
     government, or any department, commission, board, bureau, agency, public
     authority or instrumentality thereof or any court or arbitrator.

          GUARANTY: a guaranty of Borrower's Obligations executed by the
     Guarantor in favor of FINOVA.


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          GUARANTOR: I.C.H. Corporation, a Delaware corporation.

          HAZARDOUS MATERIALS: any hazardous, toxic, dangerous or other waste,
     substance or material defined as such in, regulated by or for purposes of
     any Environmental Law.

          INCIPIENT DEFAULT: any event or condition which, with the giving of
     notice or the lapse of time, or both, would become an Event of Default.

          INDEBTEDNESS: all liabilities, obligations and reserves, contingent or
     otherwise, which, in accordance with GAAP, would be reflected as a
     liability on a balance sheet or would be required to be disclosed in a
     financial statement or the footnotes thereto, including, without
     duplication: (i) Indebtedness for Borrowed Money, (ii) obligations secured
     by any Lien upon Property, (iii) guaranties, letters of credit and other
     contingent obligations and (iv) liabilities in respect of unfunded vested
     benefits under any Pension Plan or in respect of withdrawal liabilities
     incurred under ERISA by Borrower or any of its ERISA Affiliates to any
     Multiemployer Plan.

          INDEBTEDNESS FOR BORROWED MONEY: without duplication, all Indebtedness
     (i) in respect of money borrowed, (ii) evidenced by a note, debenture or
     other like written obligation to pay money (including, without limitation,
     all of Borrower's Obligations and Permitted Senior Indebtedness), (iii) in
     respect of rent or hire of Property under Capitalized Leases or for the
     deferred purchase price of Property, (iv) in respect of obligations under
     conditional sales or other title retention agreements and (v) all
     guaranties of any or all of the foregoing.

          INITIAL STORES: the existing Stores designated by the numbers and at
     the locations described in EXHIBIT 5.5.2.

          LANDLORD: a lessor under a Lease.

          LANDLORD's Waiver: a landlord's waiver in form and substance
     satisfactory to FINOVA.

          LEASE: any lease of real estate under which Borrower is the lessee or
     sublessee.

          LEASEHOLD PROPERTY: any real estate which is the subject of a Lease.

          LICENSES: all licenses (including liquor licenses, if any), permits,
     consents, approvals and authority issued by any Governmental Body in
     connection with the operation of the Collateral Stores.

          LIEN: any mortgage, pledge, assignment, lien, charge, encumbrance or
     security interest of any kind, or the interest of a vendor or lessor under
     any conditional sale agreement, Capitalized Lease or other title retention
     agreement.


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          LOAN: the term loan to be made by FINOVA to Borrower pursuant to
     Section 2.1.

          LOAN AGREEMENT: this Loan Agreement and any amendments or supplements
     hereto.

          LOAN FEE: the fee payable to FINOVA pursuant to Section 2.5.

          LOAN INSTRUMENTS:

               (i)   Loan Agreement;

               (ii)  Note;

               (iii) Guaranty;

               (iv)  Security Agreement;

               (v)   Solvency Certificate;

               (vi)  such Uniform Commercial Code financing statements as FINOVA
                     may require in order to perfect the Security Interests; and

               (vii) such other instruments and documents as FINOVA reasonably
                     may require in connection with the transactions
                     contemplated by this Loan Agreement.

          LOAN YEAR: a period of time from the Closing Date or any anniversary
     of the Closing Date to the immediately succeeding anniversary of the
     Closing Date.

          MATERIAL ADVERSE EFFECT: (i) a material adverse effect upon the
     business, operations, Property, profits or condition (financial or
     otherwise) of Borrower, (ii) a material adverse effect upon the validity,
     enforceability or priority of the Security Interests or (iii) a material
     impairment of the ability of Borrower to perform its obligations under any
     Loan Instrument to which it is a party or of FINOVA to enforce or collect
     any of Borrower's Obligations.

          MATURITY DATE: the earlier to occur of (i) January 4, 2010 and (ii)
     the date Borrower's Obligations are accelerated pursuant to Section 8.2.

          MAXIMUM RATE: as defined in subsection 2.2.4.


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<PAGE>

          MULTIEMPLOYER PLAN: any multiemployer plan as defined pursuant to
     Section 3(37) of ERISA to which Borrower or any of its ERISA Affiliates
     makes, or accrues an obligation to make contributions, or has made, or been
     obligated to make, contributions within the preceding six years.

          NOTE: a promissory note in the principal amount of $8,500,000 executed
     and delivered by Borrower to FINOVA to evidence the Loan.

          OBLIGOR: any of the Obligors.

          OBLIGORS: collectively, Borrower and Guarantor.

          OPERATING AGREEMENTS: all right-of-entry agreements, supply
     agreements, access agreements, advertising contracts, equipment leases,
     service contracts and similar agreements relating to the operation of the
     Collateral Stores, excluding the Development Agreement and the Collateral
     Store Leases, the Franchise Agreements and Licenses.

          OPERATING LEASE: any lease which, under GAAP, is not required to be
     capitalized.

          PBGC: the Pension Benefit  Guaranty  Corporation or any
     Governmental Body succeeding to the functions thereof.

          PENSION PLAN: any Employee Benefit Plan, other than a Multiemployer
     Plan, which is subject to the provisions of Part 3 of Title I of ERISA,
     Title IV of ERISA, or Section 412 of the Code and which (i) is maintained
     for employees of Borrower or any of its ERISA Affiliates, or (ii) has at
     any time within the preceding six years been maintained for the employees
     of Borrower or any of its current or former ERISA Affiliates.

          PERMITTED LIENS: any of the following Liens:

               (i)  the Security Interests;

              (ii)  Liens for taxes or assessments and similar charges, which
                    either are (A) not delinquent or (B) being contested
                    diligently and in good faith by appropriate proceedings, and
                    as to which Borrower has set aside reserves on its books
                    which are satisfactory to FINOVA;

             (iii)  statutory Liens, such as mechanic's, materialman's,
                    warehouseman's, carrier's or other like Liens, incurred in
                    good faith in the ordinary course of business, provided that
                    the underlying obligations relating to such Liens are paid
                    in the ordinary course of business, or are being contested
                    diligently and in good faith by appropriate proceedings and
                    as to which


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<PAGE>

                     Borrower has set aside reserves on its books satisfactory
                     to FINOVA, or the payment of which obligations are
                     otherwise secured in a manner satisfactory to FINOVA;

              (iv)   zoning ordinances, easements, licenses, reservations,
                     provisions, covenants, conditions, waivers or restrictions
                     on the use of Property and other title exceptions, in each
                     case, that are acceptable to FINOVA, or that do not
                     interfere with the intended use of the Property as a
                     Collateral Store;

              (v)    Liens in respect of judgments or awards with respect to
                     which no Event of Default would exist pursuant to
                     subsection 8.1.6;

              (vi)   Liens to secure payment of insurance premiums (A) to be
                     paid in accordance with applicable laws in the ordinary
                     course of business relating to payment of worker's
                     compensation, or (B) that are required for the
                     participation in any fund in connection with worker's
                     compensation, unemployment insurance, old-age pensions or
                     other social security programs;

              (vii)  the Permitted Senior Indebtedness Liens; and

              (viii) statutory liens in favor of Landlords under Collateral
                     Store Leases or contractual liens granted to Landlords
                     under Collateral Store Leases, in each case to secure the
                     obligations of Borrower under Collateral Store Leases.

              PERMITTED PRIOR LIENS: any of the following Liens:

              (i)    the Permitted Liens described in clauses (ii) and (iii) of
                     the definition of Permitted Liens that are accorded
                     priority to the Security Interests by law;

              (ii)   the Permitted Liens described in clauses (iv) and (vi) of
                     the definition of Permitted Liens, subject to the
                     limitations set forth therein; and

              (iii)  the Permitted Senior Indebtedness Liens.

              PERMITTED SENIOR INDEBTEDNESS: Indebtedness, other than Borrower's
       Obligations, incurred to purchase tangible personal property or
       Indebtedness incurred to lease tangible personal property pursuant to
       Capitalized Leases, provided that (i) the amount of such Indebtedness
       attributable to any Collateral Store at any one time outstanding during
       any Loan Year shall not exceed $60,000,


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     and (ii) no Event of Default exists at the time or will be caused as a
     result of the incurrence of any Indebtedness described in clause (i).

          PERMITTED SENIOR INDEBTEDNESS LIENS: Liens that secure Permitted
     Senior Indebtedness, provided that each such Lien attaches only to the
     Property purchased or leased with the proceeds of the Permitted Senior
     Indebtedness incurred with respect to such Property.

          PERSON:  any individual,  firm,  corporation,  business
     enterprise, trust, association,  joint venture, partnership,
     Governmental  Body or other  entity,  whether  acting  in an
     individual, fiduciary or other capacity.

          PRINCIPAL BALANCE: the aggregate unpaid principal balance of the Loan
     or any specified portion thereof outstanding from time to time.

          PROPERTY: all types of real, personal or mixed property and all types
     of tangible or intangible property.

          QUALIFIED DEPOSITORY: a member bank of the Federal Reserve System
     having a combined capital and surplus of at least $100,000,000.

          REAL ESTATE: any fee simple real estate now owned or hereafter
     acquired, beneficially or otherwise, by Borrower.

          RESTAURANT BUSINESS: the ownership and operation of restaurants,
     taverns, banquet centers, related commissary/catering services and
     ancillary activities.

          SECURITIES ACT: the Securities Act of 1933, the Securities Exchange
     Act of 1934, any successor statute thereto, and the rules, regulations and
     legally binding policies of the Securities Exchange Commission promulgated
     thereunder, as amended and in effect from time to time.

          SECURITY AGREEMENT: a security agreements executed by Borrower in
     favor of FINOVA.

          SECURITY INTERESTS: the Liens in the Collateral granted to FINOVA
     pursuant to the Security Agreement and any other document now or hereafter
     executed by any Obligor which purports to grant a Lien on the Property of
     such Obligor in favor of FINOVA to secure Borrower's Obligations.

          SOLVENCY CERTIFICATE: a solvency certificate executed by Borrower in
     favor of FINOVA.

          STATED RATE: as defined in subsection 2.2.4.


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          STORE: an ARBY's restaurant owned and operated by Borrower.

          STORE CASH FLOW: for any period, with respect to any designated Store,
     the net income of Borrower derived from the operation of such Store for
     such period:

               (i) PLUS the sum of the following (without duplication), to the
          extent deducted in determining such net income for such period and to
          the extent attributable to such Store for such period:

                    (A) losses from sales, exchanges and other dispositions of
               Property, and other extraordinary and non-recurring losses, in
               each case not in the ordinary course of business;

                    (B) interest, fees and other charges paid or accrued on
               Indebtedness, including, without limitation, interest on
               Capitalized Leases that is imputed in accordance with GAAP;

                    (C) income taxes paid or accrued;

                    (D) depreciation, amortization and all other non-cash items
               deducted in determining such net income; and

                    (E) rent expense paid or accrued under all Operating Leases
               related to such Store, including the Collateral Store Lease of
               such Store and all equipment leases which are not Capitalized
               Leases pertaining to equipment located at such Store; and

               (ii) MINUS the sum of the following (without duplication), to the
          extent included in determining such net income for such period and to
          the extent attributable to such Store for such period:

                    (A) gains from sales, exchanges and other dispositions of
               Property, and other extraordinary and non-recurring gains, in
               each case not in the ordinary course of business;

                    (B) proceeds of any insurance other than business
               interruption insurance; and

                    (C) any other non-cash item included in determining such net
               income.


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          STORE FIXED CHARGES: during any period with respect to any designated
     Store, as applicable, the sum of (i) all payments of principal, interest,
     premium, loan fees and other charges with respect to Indebtedness for
     Borrowed Money made or required to be made by Borrower which are allocable
     to such Store plus (ii) rent expense paid or accrued under all Operating
     Leases of Borrower related to such Store including the applicable
     Collateral Store Lease and all equipment leases which are not Capitalized
     Leases pertaining to equipment located at such Store.

          SUBSTITUTE STORE: as defined in subsection 2.6.2(a).

          TERMINATION EVENT: (i) a "Reportable Event" described in Section 4043
     of ERISA and the regulations issued thereunder; or (ii) the withdrawal of
     Borrower or any of its ERISA Affiliates from a Pension Plan during a plan
     year in which it was a "substantial employer" as defined in Section
     4001(a)(2); or (iii) the termination of a Pension Plan, the filing of a
     notice of intent to terminate a Pension Plan or the treatment of a Pension
     Plan amendment as a termination under Section 4041 of ERISA; or (iv) the
     institution of proceedings to terminate, or the appointment of a trustee
     with respect to, any Pension Plan by the PBGC; or (v) any other event or
     condition which would constitute grounds under Section 4042(a) of ERISA for
     the termination of, or the appointment of a trustee to administer, any
     Pension Plan; or (vi) the partial or complete withdrawal of Borrower or any
     of its ERISA Affiliates from a Multiemployer Plan; or (vii) the imposition
     of a lien pursuant to Section 412 of the Code or Section 302 of ERISA; or
     (viii) any event or condition which results in the reorganization or
     insolvency of a Multiemployer Plan under Sections 4241 or 4245 of ERISA; or
     (ix) any event or condition which results in the termination of a
     Multiemployer Plan under Section 4041A of ERISA or the institution by the
     PBGC of proceedings to terminate a Multiemployer Plan under Section 4042 of
     ERISA.

     1.2 TIME PERIODS. In this Loan Agreement and the other Loan Instruments, in
the computation of periods of time from a specified date to a later specified
date, (i) the word "from" means "from and including," (ii) the words "to" and
"until" each mean "to, but excluding" and (iii) the words "through," "end of"
and "expiration" each mean "through and including." Unless otherwise specified,
all references in this Loan Agreement and the other Loan Instruments to (i) a
"month" shall be deemed to refer to a calendar month, (ii) a "quarter" shall be
deemed to refer to a calendar quarter and (iii) a "year" shall be deemed to
refer to a calendar year.

     1.3 ACCOUNTING TERMS AND DETERMINATIONS. All accounting terms not
specifically defined herein shall be construed, all accounting determinations
hereunder shall be made and all financial statements required to be delivered
pursuant hereto shall be prepared in accordance with GAAP as in effect at the
time of such interpretation, determination or preparation, as applicable. In the
event that any Accounting Changes (as hereinafter defined) occur and such
changes result in a change in the method of calculation of financial covenants,
standards or terms contained in this Loan Agreement, then Borrower and FINOVA
agree to enter into negotiations to amend such provisions of this Loan Agreement
so as to reflect such Accounting Changes with the desired result that the
criteria for evaluating the financial condition of


                                       12
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Borrower shall be the same after such Accounting Changes as if such Accounting
Changes had not been made. For purposes hereof, "Accounting Changes" shall mean
(i) changes in generally accepted accounting principles required by the
promulgation of any rule, regulation, pronouncement or opinion by the Financial
Accounting Standards Board of the American Institute of Certified Public
Accountants (or any successor thereto) or other appropriate authoritative body
and (ii) changes in accounting principles as approved by the Accountants.

     1.4 REFERENCES. All references in this Loan Agreement to "Article,"
"Section," "subsection," "subparagraph," "clause" or "Exhibit," unless otherwise
indicated, shall be deemed to refer to an Article, Section, subsection,
subparagraph, clause or Exhibit, as applicable, of this Loan Agreement.

     1.5 FINOVA's Discretion. Whenever the terms "satisfactory to FINOVA,"
"determined by FINOVA," "acceptable to FINOVA," "FINOVA shall elect," "FINOVA
shall request," "at the option or election of FINOVA," or similar terms are used
in the Loan Instruments, except as otherwise specifically provided therein, such
terms shall mean satisfactory to, at the election or option of, determined by,
acceptable to or requested by FINOVA, in its sole and unlimited discretion.

     1.6 BORROWER's Knowledge. Any statements, representations or warranties in
the Loan Instruments that are based upon the best knowledge of Borrower or an
officer thereof shall be deemed to have been made after due inquiry by Borrower
or an officer, as applicable, with respect to the matter in question.


                                   ARTICLE II

                            LOAN AND TERMS OF PAYMENT

     2.1 LOAN.

          2.1.1 AMOUNT. The Loan shall consist of a term loan from FINOVA to
     Borrower in the amount of $8,500,000.

          2.1.2 DISBURSEMENT. FINOVA shall disburse the Loan to or as directed
     by Borrower when all of the terms and conditions set forth in Article IV
     have been satisfied.

          2.1.3 USE OF PROCEEDS. The proceeds of the Loan shall be used (i) to
     pay transaction costs, (ii) for the acquisition and development of
     Expansion Stores and (iii) for working capital.

          2.1.4 NOTE. The Loan shall be evidenced by the Note.


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<PAGE>

          2.1.5 REBORROWING. Borrower shall not be entitled to reborrow any
     portion of the Loan which is repaid or prepaid.

     2.2  INTEREST.

          2.2.1 INTEREST RATE. Except as provided in subsection 2.2.2, the
     Principal Balance shall bear interest at a fixed rate per annum equal to
     10.88%.

          2.2.2 DEFAULT RATE. During a Default Rate Period, Borrower's
     Obligations shall bear interest at the Default Rate.

          2.2.3 INTEREST COMPUTATION. Interest shall be computed on the basis of
     a year consisting of 360 days and charged for the actual number of days
     during the period for which interest is being charged. In computing
     interest, the date of funding of the Loan shall be included and the date of
     payment shall be excluded.

          2.2.4 MAXIMUM INTEREST. Notwithstanding any provision to the contrary
     contained herein or in any other Loan Instrument, FINOVA shall not collect
     a rate of interest on any obligation or liability due and owing by Borrower
     to FINOVA in excess of the maximum contract rate of interest permitted by
     applicable law ("EXCESS Interest"). All fees, charges, goods, things in
     action or any other sums or things of value (other than items (a), (b) and
     (c) below) paid or payable by Borrower (collectively, the "ADDITIONAL
     SUMS"), whether pursuant to the Note, this Loan Agreement, the other Loan
     Instruments or any other document or instrument in any way pertaining to
     the Loan, that, under the laws of the State of Arizona, may be deemed to be
     interest with respect to the Loan, for the purpose of any laws of the State
     of Arizona that may limit the maximum amount of interest to be charged with
     respect to the Loan shall be payable by Borrower and shall be deemed to be
     additional interest, and for such purposes only, the agreed upon and
     "contracted for rate of interest" with respect to the Loan shall be deemed
     to be increased by the rate of interest resulting from the Additional Sums.
     FINOVA and Borrower agree that the interest laws of the State of Arizona
     shall govern the relationship among them and understand and believe that
     the transactions contemplated by the Loan Instruments comply with the usury
     laws of the State of Arizona, but in the event of a final adjudication to
     the contrary, Borrower shall be obligated to pay, NUNC PRO TUNC, to FINOVA
     only such interest as then shall be permitted by the laws of the state
     found to govern the contract relationship between FINOVA and Borrower. For
     the purpose of any laws of the State of Arizona that may limit the maximum
     amount of interest to be charged with respect to a loan, the "contracted
     for rate of interest" for the Loan shall consist of the following: (a)
     interest calculated in accordance with the provisions of subsections 2.2.1
     and 2.2.2; (b) the late charges calculated in accordance with the
     provisions of Section 2.4; (c) the Loan Fee; and (d) all Additional Sums,
     if any. Borrower agrees to pay an effective "contracted for rate of
     interest" which is the sum of items (a), (b), (c) and (d) above. If any
     Excess Interest is provided for or determined by a court of competent
     jurisdiction to have been provided for in this Loan


                                       14
<PAGE>

     Agreement or any other Loan Instrument, then in such event (i) no Obligor
     shall be obligated to pay such Excess Interest, (ii) any Excess Interest
     collected by FINOVA shall be, at FINOVA's option, (A) applied to the
     Principal Balance of any Loan in such manner as FINOVA may elect or to
     accrued and unpaid interest not in excess of the maximum rate permitted by
     applicable law or (B) refunded to the payor thereof, (iii) the interest
     rates provided for herein (collectively, including, without limitation, the
     Loan Fee, the "STATED RATE") shall be automatically reduced to the maximum
     rate allowed from time to time under applicable law (the "MAXIMUM RATE")
     and this Loan Agreement and the other Loan Instruments, as applicable,
     shall be deemed to have been, and shall be, modified to reflect such
     reduction, and (iv) neither Borrower nor any other Obligor shall have any
     action against FINOVA for any damages arising out of the payment or
     collection of such Excess Interest.

     2.3  PAYMENTS.

          2.3.1 STUB PERIOD INTEREST. Interest which will accrue on the
     Principal Balance from the Closing Date through the last day of the month
     in which the Closing occurs shall be paid in advance on the Closing Date.

          2.3.2 MONTHLY INSTALLMENTS. Commencing on the first Business Day of
     February, 2000 and on the first Business Day of each month thereafter
     through the first Business Day of December, 2009, the Principal Balance of
     the Loan and all accrued and unpaid interest thereon shall be payable in
     119 equal monthly installments of $116,510.88.

          2.3.3 PAYMENT AT MATURITY. The remaining Principal Balance, together
     with all accrued and unpaid interest thereon and all other amounts which
     then are due and payable pursuant to the terms of the Loan Instruments,
     shall be due and payable in full on the Maturity Date.

     2.4 LATE CHARGES. If a payment of principal or interest to be made pursuant
to this Loan Agreement becomes past due for a period in excess of ten days,
Borrower shall pay on demand to FINOVA a late charge of 10% of the amount of
such overdue payment.

     2.5 LOAN FEE. Borrower shall pay to FINOVA a loan fee of $85,000, which
shall be deemed to be fully earned and payable upon the Closing and against
which FINOVA shall credit the $25,000 deposit (net of FINOVA's expenses)
previously paid by Borrower to FINOVA.

     2.6  PREPAYMENTS.

          2.6.1 VOLUNTARY PREPAYMENT. Borrower may not prepay the Principal
     Balance at any time during the first two Loan Years. Borrower voluntarily
     may prepay the Principal Balance in whole, but not in part, at any time
     after the second Loan Year subject to the following conditions:


                                       15
<PAGE>

               (A) PREPAYMENT PREMIUM. Concurrently with any such voluntary
          prepayment of the Principal Balance, Borrower shall pay to FINOVA a
          prepayment premium equal to a percentage of the amount of the
          Principal Balance prepaid, determined in accordance with the following
          schedule:

                                              Percentage of Principal
                    Period Of Prepayment          Balance Prepaid
                    --------------------      -----------------------

                    Third Loan Year                    5.0%
                    Fourth Loan Year                   3.0%
                    Fifth Loan Year and Thereafter     1.0%

               (B) NOTICE OF PREPAYMENT. Not less than 30 days prior to the date
          upon which Borrower desires to prepay the Principal Balance, Borrower
          shall deliver to FINOVA notice of its intention to prepay, which
          notice shall state the prepayment date and the amount of the Principal
          Balance as of the prepayment date. If Borrower delivers to FINOVA a
          notice of prepayment and fails to make such prepayment, Borrower shall
          reimburse FINOVA on demand in the amount of any loss, cost and/or
          expense incurred by FINOVA as a result of FINOVA's reliance on such
          notice, including without limitation, any loss, cost or expense
          resulting from any contractual obligations of FINOVA in connection
          with the reinvestment of the amount indicated in such notice of
          prepayment.

               (C) ADDITIONAL PAYMENTS. Concurrently with any prepayment of the
          Principal Balance, Borrower shall pay to FINOVA accrued and unpaid
          interest on the Principal Balance which is being prepaid to the date
          on which FINOVA is in receipt of Good Funds, and any other sums which
          are due and payable pursuant to the terms of any of the Loan
          Instruments.

          2.6.2     MANDATORY PREPAYMENTS.

               (a) LEASE OR FRANCHISE EXPIRATION. In the event any Collateral
          Store Lease or Franchise Agreement with respect to any Initial Store
          terminates prior to January 4, 2010, and such Collateral Store Lease
          or Franchise Agreement is not renewed or otherwise extended, Borrower
          shall prepay the Principal Balance in an amount equal to the Allocated
          Loan Amount with respect such Initial Store, unless at least 30 days
          prior to such termination Borrower delivers to FINOVA (i) certified
          copies of a Collateral Store Lease and a Franchise Agreement with
          respect to a Substitute Store and (ii) such amendments to this Loan
          Agreement and the Security Agreement as are necessary to reflect the
          substitution of such Substitute Store for such Initial Store, together
          with a UCC-1 financing statement naming Borrower, as debtor, and
          FINOVA, as secured party,


                                       16
<PAGE>

          covering the Collateral located at such Substitute Store. As used
          herein, the term "SUBSTITUTE STORE" means any Store designated by
          Borrower:

                    (i) which is the subject of a Collateral Store Lease and a
               Franchise Agreement each having an expiration date not earlier
               than January 4, 2010;

                    (ii) with respect to which Borrower demonstrates to the
               satisfaction of FINOVA that the ratio of the Store Cash Flow for
               the most recently ended twelve month period to the sum of Store
               Fixed Charges for such period plus the projected FINOVA Debt
               Service on the Allocated Loan Amount of the Initial Store being
               replaced for the succeeding twelve month period is not less than
               1.25:1.00; and

                    (iii) with respect to which the representations and
               warranties contained in Section 5.5 are true and correct in all
               material respects.

               (b) ADDITIONAL PAYMENTS; PREPAYMENT PREMIUM. Concurrently with
          any mandatory prepayment pursuant to subsection 2.6.2(a), Borrower
          shall pay to FINOVA accrued and unpaid interest on the Principal
          Balance which is being prepaid to the date on which FINOVA is in
          receipt of Good Funds, any other sums which are due and payable
          pursuant to the terms of any of the Loan Instruments and a prepayment
          premium equal to a percentage of the Principal Balance prepaid,
          determined in accordance with the following schedule:

                                             Percentage of Principal
                    Period Of Prepayment         Balance Prepaid
                    --------------------     -----------------------

                    Third Loan Year                    5.0%
                    Fourth Loan Year                   3.0%
                    Fifth Loan Year and Thereafter     1.0%

               (c) APPLICATION OF MANDATORY PREPAYMENTS. Prepayments received by
          FINOVA pursuant to this subsection 2.6.2 shall be applied in the
          following order of priority to the payment of: (i) any and all sums
          which are due and payable pursuant to the terms of the Loan
          Instruments, except the Principal Balance and accrued and unpaid
          interest thereon, (ii) accrued and unpaid interest on the portion of
          the Principal Balance being prepaid and (iii) the installments of the
          Principal Balance in the inverse order of maturity.

          2.6.3 NO PREPAYMENT PREMIUM. No prepayment premium shall be payable
     with respect to prepayments made from insurance proceeds.


                                       17
<PAGE>

          2.6.4 INVOLUNTARY PREPAYMENT. Concurrently with any payment of the
     Principal Balance received by FINOVA resulting from the exercise by FINOVA
     of any remedy available to FINOVA subsequent to the occurrence of an Event
     of Default and the acceleration of Borrower's Obligations, Borrower shall
     pay to FINOVA a prepayment premium in an amount equal to the prepayment
     premium which would be payable if such payment was made pursuant to
     subsection 2.6.1.

     2.7 PAYMENTS AFTER EVENT OF DEFAULT. All payments received by FINOVA during
the existence of an Event of Default shall be applied in accordance with Section
8.4.

                                   ARTICLE III

                              GUARANTY AND SECURITY

     Borrower's Obligations shall be (i) guaranteed by the Guarantor pursuant to
the Guaranty and (iii) secured by a Lien upon all of the Collateral, which at
all times shall be superior and prior to all other Liens, except Permitted Prior
Liens.

                                   ARTICLE IV

                              CONDITIONS OF CLOSING

     4.1 REPRESENTATIONS AND WARRANTIES. On the Closing Date the representations
and warranties of each Obligor set forth in the Loan Instruments to which such
Person is a party shall be true and correct.

     4.2 PERFORMANCE; NO DEFAULT. Each Obligor shall have performed and complied
with all agreements and conditions contained in the Loan Instruments to be
performed by or complied with by such Person prior to or at such disbursement
and no Event of Default or Incipient Default shall then exist or result from the
disbursement of the Loan.

     4.3 APPRAISALS. FINOVA shall have received from the Accountants appraisals
of ten of the Initial Stores, in each case in form and substance satisfactory to
FINOVA, showing an aggregate business value of the Initial Stores of not less
than $8,630,000.

     4.4 STORE FIXED CHARGE COVERAGE. Borrower shall demonstrate to the
satisfaction of FINOVA that the ratio of the combined Store Cash Flow of the
Initial Stores for the twelve month period ending closest to September 30, 1999
to the sum of the combined Store Fixed Charges of the Initial Stores


                                       18
<PAGE>

for such twelve month period plus the projected FINOVA Debt Service on the
Principal Balance for the first Loan Year is not less than 1.25:1.00.

     4.5 DELIVERY OF DOCUMENTS. The following shall have been delivered to
FINOVA, each duly authorized and executed, where applicable, and in form and
substance satisfactory to FINOVA:

          (a) the Loan Instruments;

          (b) good standing certificates for each Obligor from the State in
     which each such Person is organized and for Borrower from each State in
     which any Initial Store is located, each dated a recent date prior to the
     Closing Date;

          (c)  copies of:

               (1) the articles of incorporation of each Obligor, certified by
          the Secretary of State of the State in which such Obligor is
          organized, together with all current and proposed amendments thereto,
          certified by the corporate secretary of such Obligor;

               (2) the by-laws of each Obligor, together with all current and
          proposed amendments thereto, certified by the corporate secretary of
          such Obligor;

               (3) resolutions adopted by the board of directors of each
          Obligor, authorizing the execution and delivery by such Obligor of the
          Loan Instruments to which such Obligor is a party and the consummation
          of the transactions contemplated thereby, certified as of the Closing
          Date by the corporate secretary of such Obligor;

               (4) signature and incumbency certificates of the officers of each
          Obligor;

               (5) certified copies or executed originals of each of the
          following:

                    (A) the Development Agreement as in effect on the Closing
               Date;

                    (B) the Franchise Agreements for each of the Initial Stores
               as in effect on the Closing Date;

                    (C) the Collateral Store Leases for each of the Initial
               Stores as in effect on the Closing Date; and

                    (D) the certificate of occupancy for each of the Initial
               Stores;


                                       19
<PAGE>

               (6) a Landlord's Waiver from the Landlord under at least seven of
          the Collateral Store Leases; and

               (7) such other instruments, documents, certificates, consents,
          waivers and opinions as FINOVA reasonably may request.

     4.6 OPINIONS OF COUNSEL; DIRECTION FOR DELIVERY. FINOVA shall have received
an opinion dated the Closing Date from Pryor Cashman Sherman and Flynn, counsel
to the Obligors, and any other law firm representing Obligors, addressed to
FINOVA, in such form and covering such matters as FINOVA may require.

     4.7 SECURITY INTERESTS. All filings of Uniform Commercial Code financing
statements and all other filings and actions necessary to perfect and maintain
the Security Interests as first, valid and perfected Liens in the Collateral
covered thereby, subject only to Permitted Prior Liens, shall have been filed or
taken and FINOVA shall have received such UCC, state and federal tax Lien,
pending suit, judgment and other Lien searches as it deems necessary to confirm
the foregoing.

     4.8 FINANCIAL STATEMENTS; INSPECTION. FINOVA shall have received the
financial statements described in EXHIBIT 5.7. Borrower shall have provided
FINOVA with an opportunity for representatives of FINOVA to visit and inspect
its offices and properties.

     4.9 BUSINESS AND FLOOD INSURANCE. At least two Business Days prior to the
Closing Date Borrower shall have delivered to FINOVA evidence satisfactory to
FINOVA that all insurance coverage required pursuant to Section 6.6 is in full
force and effect and all premiums then due thereon have been paid in full.

     4.10 APPROVAL OF INSTRUMENTS AND SECURITY INTERESTS. FINOVA shall have
received evidence that the approval or consent shall have been obtained from all
Governmental Bodies and all other Persons whose approval or consent is required
to enable Obligors to (i) enter into and perform their respective obligations
under the Loan Instruments to which each such Person is a party and (ii) grant
the Security Interests to FINOVA.

     4.11 LICENSES. FINOVA shall have received evidence that (i) Borrower is the
licensee of all Licenses and Franchise Agreements necessary for the operation of
the Collateral Stores and (ii) such Licenses and Franchise Agreements are in
full force and effect as of the Closing Date and no event has occurred which
could result in the termination, revocation or non-renewal of any such License
or Franchise Agreement.

     4.12 USE OF ASSETS. FINOVA shall be satisfied that Borrower at all times
shall be entitled to the use and quiet enjoyment of all Property necessary for
the continued ownership and operation of the


                                       20
<PAGE>

Collateral Stores, including, without limitation, the use of equipment,
fixtures, Licenses, offices and means of ingress and egress thereto, necessary
for the operation of the Collateral Stores.

     4.13 NO MATERIAL ADVERSE EFFECT. No event or series of events shall have
occurred since October 2, 1999, and no litigation or governmental proceeding or
investigation shall be pending, which has had or could reasonably be expected to
have a Material Adverse Effect. No judgment, order, injunction or other
restraint prohibiting or imposing materially adverse conditions on the
transactions to be consummated on the Closing Date shall be in effect.

     4.14 PAYMENT OF FEES AND EXPENSES. Borrower shall have paid the Loan Fee
and all fees and expenses described in subsection 10.1.1 incurred in connection
with the Loan.

                                    ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

     Borrower represents and warrants to FINOVA as follows:

     5.1 EXISTENCE AND POWER. Each Obligor is a corporation, duly formed,
validly existing and in good standing under the laws of the State of its
incorporation. Each Obligor is duly authorized to transact business in each
other State where such Obligor conducts business and has all requisite power and
authority to own its Property and to carry on its business as now conducted and
as proposed to be conducted.

     5.2 AUTHORITY. Each Obligor has full power and authority to enter into,
execute, deliver and carry out the terms of the Loan Instruments to which it is
a party and to incur the obligations provided for therein, all of which have
been duly authorized by all proper and necessary action and are not prohibited
by its articles of incorporation, by-laws or other organizational instruments of
such Person.

     5.3  BORROWER CAPITAL STOCK AND RELATED MATTERS.

          5.3.1 BORROWER CAPITAL STOCK. As of the Closing Date, there is set
     forth in EXHIBIT 5.3.1 a complete description of the Borrower Capital
     Stock, all of which is validly issued, fully paid and non-assessable, and
     has been issued and sold in compliance with all applicable federal and
     state laws, rules and regulations, including, without limitation, all so-
     called "Blue-Sky" laws. The Borrower Capital Stock is owned beneficially
     and of record by Guarantor, free and clear of all Liens. Borrower has no
     subsidiaries.

          5.3.2 RESTRICTIONS. No Obligor (i) is a party to or has knowledge of
     any agreements restricting the transfer of the Borrower Capital Stock,
     except the Loan Instruments, (ii) has issued


                                       21
<PAGE>

     any rights which can be convertible into or exchangeable or exercisable for
     any of the Borrower Capital Stock, or any rights to subscribe for or to
     purchase, or any options for the purchase of, or any agreements providing
     for the issuance (contingent or otherwise) of, or any calls, commitments or
     claims of any character relating to, any of the Borrower Capital Stock or
     any securities convertible into or exchangeable or exercisable for any of
     the Borrower Capital Stock and (iii) is not subject to any obligation
     (contingent or otherwise) to repurchase or otherwise acquire or retire any
     of the Borrower Capital Stock or any convertible rights or options.

     5.4 BINDING AGREEMENTS. This Loan Agreement and the other Loan Instruments,
when executed and delivered, will constitute the valid and legally binding
obligations of each Obligor to the extent such Obligor is a party thereto,
enforceable against such Obligor in accordance with their respective terms,
except as such enforceability may be limited by (i) applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws now or hereafter in
effect affecting the enforcement of creditors' rights generally and (ii)
equitable principles (whether or not any action to enforce such document is
brought at law or in equity).

     5.5  BUSINESS AND PROPERTY; COLLATERAL STORES.

          5.5.1 BUSINESS AND PROPERTY. Borrower owns all Property and hold all
     Collateral Store Leases, Licenses, Franchise Agreements and Operating
     Agreements necessary to conduct its business as now conducted. Borrower
     does not engage or propose to engage in any business or activity other than
     the Restaurant Business.

          5.5.2 COLLATERAL STORES; OTHER LOCATIONS. There is set forth in
     EXHIBIT 5.5.2 (i) a complete and accurate address of each Collateral Store,
     (ii) the chief executive office of each Obligor and (iii) all other
     locations where any books and records of Borrower pertaining to the
     Collateral Stores are located.

          5.5.3 COLLATERAL STORE LEASES. There is set forth in EXHIBIT 5.5.3 a
     description of each Collateral Store Lease, including the name and address
     of the landlord thereunder, the commencement and expiration dates thereof,
     a description of all renewal or extension options with respect thereto and
     a complete and accurate legal description of each parcel of Leasehold
     Property which is the subject of such Collateral Store Lease. Each such
     Collateral Store Lease is in full force and effect, there has been no
     material default in the performance of any of its terms or conditions by
     Borrower, or, to the best of Borrower's knowledge, any other party thereto,
     and no claims of default have been asserted with respect thereto. The
     present and contemplated use of the Leasehold Property which is the subject
     of such Collateral Store Lease is in compliance in all material respects
     with all applicable zoning ordinances and regulations and other laws and
     regulations.


                                       22
<PAGE>

          5.5.4 LICENSES AND FRANCHISE AGREEMENTS. All of Licenses and Franchise
     Agreements which have been issued or assigned to Borrower are in full force
     and effect and have been duly issued in the name of, or validly assigned
     to, Borrower, no default or breach exists thereunder and Borrower has full
     power and authority thereunder to conduct its Restaurant Business with
     respect to the Collateral Stores.

          5.5.5 OPERATING AGREEMENTS. There is set forth in EXHIBIT 5.5.5 a
     description of all material Operating Agreements with respect to the
     Collateral Stores. All of such Operating Agreements are in full force and
     effect and no event has occurred which could result in the cancellation or
     termination of any such Operating Agreement or the imposition thereunder of
     any liability upon Borrower which could have a Material Adverse Effect.

          5.5.6 REAL ESTATE. No Collateral Store is located upon any Real
     Estate.

          5.5.7 OPERATION AND MAINTENANCE OF EQUIPMENT. No equipment owned or
     operated by Borrower which is necessary for the operation of any Collateral
     Store has been used, operated or maintained in a manner which now or
     hereafter could result in the cancellation or termination of the right of
     Borrower to use or make use of the same or which could result in any
     material liability of Borrower for damages in connection therewith. All of
     the equipment and other tangible personal property owned by Borrower used
     in the operation of the Collateral Stores is, in all material respects, in
     good operating condition and repair (subject to normal wear and tear) and
     has been used, operated and maintained in substantial compliance with all
     material applicable laws, rules and regulations.

          5.5.8 TITLE TO PROPERTY; LIENS. Each Obligor has (i) good and
     marketable title to all of its Property used or useful in connection with
     the operation of the Collateral Stores, except (A) any License or Franchise
     Agreement which cannot be transferred without the consent of the applicable
     Governmental Body or Franchisor and (B) the portion thereof consisting of a
     leasehold estate and (ii) a valid leasehold estate in each portion of its
     Property which consists of a leasehold estate. All of such Property is free
     and clear of all Liens, except Permitted Liens. Upon the proper filing with
     the appropriate Governmental Bodies of appropriate Uniform Commercial Code
     financing statements, the applicable Loan Instruments will create valid and
     perfected Liens in the Property described therein, subject only to
     Permitted Liens, and subject in priority only to Permitted Prior Liens.

     5.6 INDEBTEDNESS FOR BORROWED MONEY. There is set forth in EXHIBIT 5.6 a
description of all Indebtedness for Borrowed Money of Borrower existing as of
the Closing Date, including the principal amount thereof and the interest rate,
amortization schedule and maturity date applicable thereto.

     5.7 FINANCIAL STATEMENTS. Borrower has delivered to FINOVA the financial
statements described in EXHIBIT 5.7 pertaining to the operations of the
Obligors. Such financial statements present


                                       23
<PAGE>

fairly in all material respects the results of operations of the Obligors for
the periods covered thereby and the financial condition of the Obligors as of
the dates indicated therein. All of such financial statements have been prepared
in conformity with GAAP. Since October 2, 1999, there has been no change which
has had a Material Adverse Effect. Borrower also has delivered to FINOVA a
pro-forma balance sheet as of the Closing Date. Such pro-forma balance sheet,
which assumes the consummation of the transactions contemplated by the Loan
Instruments, presents fairly in all material respects the anticipated financial
condition of Borrower as of the Closing Date.

     5.8 LITIGATION. There are no actions, suits, arbitration proceedings and
claims pending or, to the best knowledge of Borrower, threatened against any
Obligor or maintained by any Obligor at law or in equity or before any
Governmental Body, which could reasonably be expected to be adversely determined
could have a Material Adverse Effect if adversely determined.

     5.9 DEFAULTS IN OTHER AGREEMENTS; CONSENTS; CONFLICTING AGREEMENTS. No
Obligor is in default under any agreement to which it is a party or by which it
or any of its Property is bound, the effect of which default could have a
Material Adverse Effect. No authorization, consent, approval or other action by,
and no notice to or filing with, any Governmental Body or any other Person which
has not already been obtained, taken or filed, as applicable, is required (i)
for the due execution, delivery or performance by any Obligor of any of the Loan
Instruments to which it is a party or (ii) as a condition to the validity or
enforceability of any of the Loan Instruments to which it is a party or any of
the transactions contemplated thereby or the priority of the Security Interests,
except for certain filings to establish and perfect the Security Interests. No
provision of any mortgage, indenture, contract, agreement, statute, rule,
regulation, judgment, decree or order binding on any Obligor or affecting its
Property conflicts with, or requires any consent which has not already been
obtained under, or would in any way prevent the execution, delivery or
performance of the terms of any of the Loan Instruments or affect the validity
or priority of the Security Interests. The execution, delivery and performance
of the terms of the Loan Instruments will not constitute a default under, or
result in the creation or imposition of, or obligation to create, any Lien upon
the Property of any Obligor pursuant to the terms of any such mortgage,
indenture, contract or agreement.

     5.10 TAXES. Each Obligor has filed all tax returns required to be filed,
and has paid, or made adequate provision for the payment of, all taxes shown to
be due and payable on such returns or in any assessments made against it, and no
tax liens have been filed except for tax liens which are (i) not delinquent or
(ii) being contested diligently and in good faith by appropriate proceedings,
and as to which Borrower has set aside reserves on its books which are
satisfactory to FINOVA and, to the best knowledge of Borrower, no claims are
being asserted in respect of such taxes which are required by GAAP to be
reflected in the financial statements of such Obligor and are not so reflected
therein. The charges, accruals and reserves on the books of each Obligor with
respect to all federal, state, local and other taxes are considered by the
management of Borrower to be adequate, and Borrower does not know of any unpaid
assessment which is or might be due and payable by any Obligor or create a Lien
against such Obligor's Property, except such assessments as are being contested
in good faith and by appropriate proceedings diligently conducted, and for which
adequate reserves have been set aside in accordance with GAAP.


                                       24
<PAGE>

Borrower has not received written notice that any of its tax returns are under
audit or that it is the subject or target of any investigation by the Internal
Revenue Service.

     5.11 COMPLIANCE WITH APPLICABLE LAWS. No Obligor is in default in respect
of any judgment, order, writ, injunction, decree or decision of any Governmental
Body, which default could have a Material Adverse Effect. Each Obligor is in
compliance in all material respects with all applicable statutes and
regulations, including, without limitation, all Environmental Laws, ERISA, ADA
and all laws and regulations relating to unfair labor practices, equal
employment opportunity and employee safety, of all Governmental Bodies. No
material condemnation, eminent domain or expropriation has been commenced or, to
the best knowledge of Borrower, threatened against the Property which any
Obligor owns or will own upon the Closing.

     5.12 PATENTS, TRADEMARKS, FRANCHISES, AGREEMENTS. Each Obligor owns,
possesses or has the right to use all patents, trademarks, service marks, trade
names, copyrights, franchises and rights with respect thereto which are
necessary for the conduct of its business, the failure to own, possess or have
the right to use could have a Material Adverse Effect, without any known
conflict with the rights of others.

     5.13 REGULATORY MATTERS. Each Obligor (i) has duly and timely filed all
reports and other filings which are required to be filed by Borrower under any
applicable law, rule or regulation of any Governmental Body, the non-filing of
which could have a Material Adverse Effect, and (ii) is in compliance with all
such laws, rules and regulations, the noncompliance with which could have a
Material Adverse Effect.

     5.14 ENVIRONMENTAL MATTERS. Each Obligor is in compliance in all material
respects with all applicable Environmental Laws and, to the best knowledge of
Borrower, no portion of any Real Estate or Leasehold Property has been used as a
land fill. There currently are not any known Hazardous Materials generated,
manufactured, released, stored, buried or deposited over, beneath, in or on (or
used in the construction and/or renovation of) the Real Estate or Leasehold
Property in violation of applicable Environmental Laws.

     5.15   APPLICATION   OF   CERTAIN   LAWS  AND   REGULATIONS.
Borrower is not and no Affiliate of Borrower is:

          5.15.1 INVESTMENT COMPANY ACT. An "investment company," or a company
     "controlled" by an "investment company," within the meaning of the
     Investment Company Act of 1940, as amended.

          5.15.2 HOLDING COMPANY ACT. A "holding company," or a "subsidiary
     company" of a "holding company," or an "affiliate" of a "holding company"
     or of a "subsidiary company" of a "holding company," as such terms are
     defined in the Public Utility Holding Company Act of 1935, as amended.


                                       25
<PAGE>

          5.15.3 FOREIGN OR ENEMY STATUS. (i) An "enemy" or an "ally of an
     enemy" within the meaning of Section 2 of the Trading with the Enemy Act,
     (ii) a "national" of a foreign country designated in Executive Order No.
     8389, as amended, or of any "designated enemy country" as defined in
     Executive Order No. 9095, as amended, of the President of the United States
     of America, in each case within the meaning of such Executive Orders, as
     amended, or of any regulation issued thereunder, (iii) a "national of any
     designated foreign country" within the meaning of the Foreign Assets
     Control Regulations or the Cuban Assets Control Regulations of the United
     States of America (Code of Federal Regulations, Title 31, Chapter V, Part
     515, Subpart B, as amended) or (iv) an alien or a representative of any
     alien or foreign government within the meaning of Section 310 of Title 47
     of the United States Code.

          5.15.4 REGULATIONS AS TO BORROWING. Subject to any statute or
     regulation which regulates the incurrence of any Indebtedness for Borrowed
     Money, including, without limitation, statutes or regulations relative to
     common or interstate carriers or to the sale of electricity, gas, steam,
     water, telephone, telegraph or other public utility services.

     5.16 MARGIN REGULATIONS. None of the transactions contemplated by this Loan
Agreement or any of the other Loan Instruments, including the use of the
proceeds of the Loan, will violate or result in a violation of Section 7 of the
Securities Exchange Act of 1934, as amended, or any regulations issued pursuant
thereto, including, without limitation, Regulations T, U and X, and no Obligor
owns or intends to carry or purchase any "margin security" within the meaning of
Regulation U.

     5.17 NO MISREPRESENTATION. Neither this Loan Agreement nor any other Loan
Instrument, certificate or financial statement furnished or to be furnished by
or on behalf of any Obligor to FINOVA in connection with any of the transactions
contemplated hereby or thereby, contains or will contain a misstatement of
material fact, or omits or will omit to state a material fact required to be
stated in order to make the statements contained herein or therein, taken as a
whole, not misleading in the light of the circumstances under which such
statements were made. There is no fact, other than information known to the
public generally, known to Borrower after diligent inquiry, that could have a
Material Adverse Effect that has not expressly been disclosed to FINOVA in
writing.

     5.18 EMPLOYEE BENEFIT PLANS.

          5.18.1 ERISA AND CODE COMPLIANCE AND LIABILITY. Borrower and each
     ERISA Affiliate are in compliance with all applicable provisions of ERISA
     and the regulations and published interpretations thereunder with respect
     to all Employee Benefit Plans except where failure to comply would not
     result in a material liability to Borrower and except for any required
     amendments for which the remedial amendment period as defined in Section
     401(b) of the Code has not yet expired. Each Employee Benefit Plan that is
     intended to be qualified under Section 401(a) of the Code has been
     determined by the Internal Revenue Service to be so qualified, and each
     trust related to such plan has been determined to be exempt under Section
     401(a) of the


                                       26
<PAGE>

     Code. No material liability has been incurred by Borrower or any ERISA
     Affiliate which remains unsatisfied for any taxes or penalties with respect
     to any Employee Benefit Plan or any Multiemployer Plan.

          5.18.2 FUNDING. No Pension Plan has been terminated, nor has any
     accumulated funding deficiency (as defined in Section 412 of the Code) been
     insured (without regard to any waiver granted under Section 412 of the
     Code), nor has any funding waiver from the Internal Revenue Service been
     received or requested with respect to any Pension Plan, nor has Borrower or
     any ERISA Affiliate failed to make any contributions or to pay any amounts
     due and owing as required by Section 412 of the Code, Section 302 of ERISA
     or the terms of any Pension Plan prior to the due dates of such
     contributions under Section 412 of the Code or Section 302 of ERISA, nor
     has there been any event requiring any disclosure under Section
     4041(c)(3)(C), 4063(a) or 4068 of ERISA with respect to any Pension Plan.

          5.18.3 PROHIBITED TRANSACTIONS AND PAYMENTS. Neither Borrower nor any
     ERISA Affiliate has: (i) engaged in a nonexempt "prohibited transaction" as
     such term is defined in Section 406 of ERISA or Section 4975 of the Code;
     (ii) incurred any liability to the PBGC which remains outstanding other
     than the payment of premiums and there are no premium payments which are
     due and unpaid; (iii) failed to make a required contribution or payment to
     a Multiemployer Plan; or (iv) failed to make a required installment or
     other required payment under Section 412 of the Code.

          5.18.4 NO TERMINATION EVENT. No Termination Event has occurred or is
     reasonably expected to occur.

          5.18.5 ERISA LITIGATION. No material proceeding, claim, lawsuit and/or
     investigation is existing or, to the best knowledge of Borrower, threatened
     concerning or involving any (i) employee welfare benefit plan (as defined
     in Section 3(1) of ERISA) currently maintained or contributed to by
     Borrower or any ERISA Affiliate, (ii) Pension Plan or (iii) Multiemployer
     Plan.

     5.19 EMPLOYEE MATTERS.

          5.19.1 COLLECTIVE BARGAINING AGREEMENTS; Grievances. As of the Closing
     Date and except as set forth in EXHIBIT 5.20.1, (i) none of the employees
     of Borrower is subject to any collective bargaining agreement with
     Borrower, (ii) no petition for certification or union election is pending
     with respect to the employees of Borrower and no union or collective
     bargaining unit has sought such certification or recognition with respect
     to the employees of Borrower and (iii) there are no strikes, slowdowns,
     work stoppages, unfair labor practice complaints, grievances, arbitration
     proceedings or controversies pending or, to the best knowledge of Borrower,
     threatened against Borrower by any of Borrower's employees, other than
     employee grievances or controversies arising in the ordinary course of
     business that could not in the aggregate be expected to have a Material
     Adverse Effect.


                                       27
<PAGE>

          5.19.2 CLAIMS RELATING TO EMPLOYMENT. Neither Borrower nor, to
     Borrower's best knowledge, any employee of Borrower, is subject to any
     employment agreement or non-competition agreement with any former employer
     or any other Person which agreement would have a Material Adverse Effect
     due to (i) any information which Borrower would be prohibited from using
     under the terms of such agreement or (ii) any legal considerations relating
     to unfair competition, trade secrets or proprietary information.

     5.20 BURDENSOME OBLIGATIONS. After giving effect to the transactions
contemplated by the Loan Instruments (i) no Obligor (A) will be a party to or be
bound by any franchise, agreement, deed, lease or other instrument, or be
subject to any restriction, which is so unusual or burdensome so as to cause, in
the foreseeable future, a Material Adverse Effect and (B) intends to incur, or
believes that it will incur, debts beyond its ability to pay such debts as they
become due, and (ii) each Obligor (A) owns and will own Property, the fair
saleable value of which is (I) greater than the total amount of its liabilities
(including contingent liabilities) and (II) greater than the amount that will be
required to pay the probable liabilities of its then existing debts as they
become absolute and matured, and (B) has and will have capital that is not
unreasonably small in relation to its business as presently conducted and as
proposed to be conducted. Borrower does not presently anticipate that future
expenditures needed to meet the provisions of federal or state statutes, orders,
rules or regulations will be so burdensome so as to have a Material Adverse
Effect.

     5.21 BROKER FEES. The services of a broker or other similar agent have not
been used in connection with the Loan.

                                   ARTICLE VI

                              AFFIRMATIVE COVENANTS

     Until all of Borrower's Obligations are paid and performed in full Borrower
agrees that it will:

     6.1 LEGAL EXISTENCE; GOOD STANDING. Maintain its existence and its good
standing in the jurisdiction of its formation and its qualification in each
jurisdiction in which the failure so to qualify could have a Material Adverse
Effect, and in any event in each jurisdiction in which any Store is operated by
it.

     6.2 INSPECTION. Permit representatives of FINOVA at any reasonable time
during normal business hours and upon reasonable notice, provided, however, that
if an Event of Default or Incipient Default exists, the following activities may
be conducted at any time and without notice, to (i) visit its offices, (ii)
examine its books and records and Accountants' reports relating thereto, (iii)
make copies or extracts therefrom, (iv) discuss its affairs with its employees,
(v) examine and inspect the Collateral and (vi) meet and discuss its affairs
with the Accountants, and such Accountants, as a condition to their retention by
Borrower, are hereby irrevocably authorized by Borrower to fully discuss and
disclose all such affairs with


                                       28
<PAGE>

FINOVA. If no Event of Default or Incipient Default exists, FINOVA shall not
conduct any such inspections more than four times per calendar year.

     6.3 FINANCIAL STATEMENTS AND OTHER INFORMATION. Maintain a standard system
of accounting in accordance with GAAP and furnish to FINOVA:

          6.3.1 QUARTERLY STATEMENTS. As soon as available and in any event
     within 45 days after the close of each quarter:

               (a)  a copy of the  balance  sheet of  Borrower as
          of the end of such quarter, and

               (b) statements of operations and Borrower Cash Flow of Borrower
          for such quarter and for the period from the beginning of the then
          current year to the end of such quarter, setting forth in each case in
          comparative form the corresponding figures for the corresponding
          period in the preceding year,

     all in reasonable detail, containing such information as FINOVA reasonably
     may require, and certified by the chief financial officer of Borrower as
     complete and correct, subject to normal year-end adjustments.

          6.3.2 ANNUAL STATEMENTS. As soon as available and in any event within
     90 days after the close of each year:

               (a) the balance sheet of Guarantor as of the end of such year and
          the statements of operations, cash flows, shareholders' equity of
          Guarantor for such year (collectively, the "BASIC FINANCIAL
          STATEMENTS") and a statement of Borrower Cash Flow for Borrower for
          such year, setting forth in each case in comparative form the
          corresponding figures for the preceding year, and

               (b) an opinion of the Accountants which shall accompany the Basic
          Financial Statements which opinion shall be unqualified as to going
          concern and scope of audit, stating that (i) the examination by the
          Accountants in connection with such Basic Financial Statements has
          been made in accordance with generally accepted auditing standards,
          (ii) such Basic Financial Statements have been prepared in conformity
          with GAAP and in a manner consistent with prior periods, and (iii)
          such Basic Financial Statements fairly present in all material
          respects the financial position and results of operations of each
          Obligor.

          6.3.3 COMPLIANCE CERTIFICATE. The financial statements described in
     subsection 6.3.1 and in subsection 6.3.2 shall be accompanied by a
     Compliance Certificate.


                                       29
<PAGE>

          6.3.4 ACCOUNTANTs' Certificate. Simultaneously with the delivery of
     the certified Basic Financial Statements required by subsection 6.3.2,
     copies of a certificate of the Accountants stating that (i) they have
     checked the computations delivered by Borrower in compliance with
     subsection 6.3.2, and (ii) in making the examination necessary for their
     audit or review of the Basic Financial Statements for such year, nothing
     came to their attention of a financial or accounting nature that caused
     them to believe that (A) Borrower was not in compliance with the terms,
     covenants, provisions or conditions of any of the Loan Instruments, or (B)
     there shall have occurred any condition or event which would constitute an
     Event of Default, or, if so, specifying in such certificate all such
     instances of non-compliance and the nature and status thereof.

          6.3.5 AUDIT REPORTS. Promptly upon receipt thereof, a copy of each
     report, other than the reports referred to in subsection 6.3.2, including
     any so-called "Management Letter" or similar report, submitted to any
     Obligor by the Accountants in connection with any annual, interim or
     special audit made by the Accountants of the books of such Obligor.

          6.3.6 NOTICE OF DEFAULTS; LOSS. Prompt written notice if: (i) any
     Indebtedness of any Obligor in the aggregate principal amount in excess of
     $1,000,000 is declared or shall become due and payable prior to its
     declared or stated maturity, or called and not paid when due, (ii) an event
     has occurred that enables the holder of any note, or other evidence of such
     Indebtedness, certificate or security evidencing any such Indebtedness of
     any Obligor to declare such Indebtedness due and payable prior to its
     stated maturity, (iii) there shall occur and be continuing an Event of
     Default, accompanied by a statement of setting forth what action Borrower
     proposes to take in respect thereof, or (iv) any event shall occur which
     has a Material Adverse Effect, including the amount or the estimated amount
     of any loss or adverse effect.

          6.3.7 NOTICE OF SUITS; ADVERSE EVENTS. Prompt written notice of: (i)
     any citation, summons, subpoena, order to show cause or other order naming
     any Obligor a party to any proceeding before any Governmental Body which
     could reasonably be expected to have a Material Adverse Effect, including
     with such notice a copy of such citation, summons, subpoena, order to show
     cause or other order, (ii) any lapse or other termination of any license,
     permit, franchise, agreement or other authorization issued to Borrower by
     any Governmental Body or any other Person that is material to the operation
     of the business of Borrower, (iii) any refusal by any Governmental Body or
     any other Person to renew or extend any such license, permit, franchise,
     agreement or other authorization and (iv) any dispute between Borrower and
     any Governmental Body or any other Person, which lapse, termination,
     refusal or dispute referred to in clauses (ii) and (iii) above or in this
     clause (iv) could have a Material Adverse Effect.

          6.3.8 REPORTS TO SHAREHOLDERS, CREDITORS AND GOVERNMENTAL BODIES.

               (a) Promptly upon becoming available, copies of all financial
          statements, reports, notices and other statements sent or made
          available generally by any Obligor to


                                       30
<PAGE>

          its shareholders, of all regular and periodic reports and all
          registration statements and prospectuses filed by any Obligor with any
          securities exchange or with the Securities and Exchange Commission or
          any Governmental Body succeeding to any of its functions, and of all
          statements generally made available by any Obligor or others
          concerning material developments in the business of such Obligor.

               (b) Promptly upon becoming available, copies of any periodic or
          special reports filed by any Obligor with any Governmental Body or
          Person, if such reports indicate any material adverse change in the
          business, operations, affairs or condition of such Obligor, or if
          copies thereof are requested by FINOVA, and copies of any material
          notices and other communications from any Governmental Body or Person
          which specifically relate to any Obligor.

          6.3.9 ERISA NOTICES AND REQUESTS.

               (a) With reasonable promptness, and in any event within 30 days
          after occurrence of any of the following, notice and/or copies of: (i)
          the establishment of any new Employee Benefit Plan, Pension Plan or
          Multiemployer Plan; (ii) the commencement of contributions to any
          Employee Benefit Plan, Pension Plan or Multiemployer Plan to which
          Borrower or any of its ERISA Affiliates was not previously
          contributing or any increase in the benefits of any existing Employee
          Benefit Plan, Pension Plan or Multiemployer Plan; (iii) each funding
          waiver request filed with respect to any Employee Benefit Plan and all
          communications received or sent by Borrower or any ERISA Affiliate
          with respect to such request; and (iv) the failure of Borrower or any
          of its ERISA Affiliates to make a required installment or payment
          under Section 302 of ERISA or Section 412 of the Code by the due date.

               (b) Promptly and in any event within 10 days of becoming aware of
          the occurrence of or forthcoming occurrence of any (i) Termination
          Event or (ii) "prohibited transaction," as such term is defined in
          Section 406 of ERISA or Section 4975 of the Code, in connection with
          any Pension Plan or any trust created thereunder, a notice specifying
          the nature thereof, what action Borrower has taken, is taking or
          proposes to take with respect thereto and, when known, any action
          taken or threatened by the Internal Revenue Service, the Department of
          Labor or the PBGC with respect thereto.

               (c) With reasonable promptness but in any event within 10 days
          after the occurrence of any of the following, copies of: (i) any
          favorable or unfavorable determination letter from the Internal
          Revenue Service regarding the qualification of an Employee Benefit
          Plan under Section 401(a) of the Code; (ii) all notices received by
          Borrower or any ERISA Affiliate of the PBGC's intent to terminate any
          Pension Plan or to have a trustee appointed to administer any Pension
          Plan; (iii) each Schedule B (Actuarial


                                       31
<PAGE>

          Information) to the annual report (Form 5500 Series) filed by Borrower
          or any ERISA Affiliate with the Internal Revenue Service with respect
          to each Pension Plan; and (iv) all notices received by Borrower or any
          ERISA Affiliate from a Multiemployer Plan sponsor concerning the
          imposition or amount of withdrawal liability pursuant to Section 4202
          of ERISA; and written notice within two Business Days of Borrower's or
          any ERISA Affiliate's filing of or intention to file a notice of
          intent to terminate any Pension Plan under a distress termination
          within the meaning of Section 4041(c) of ERISA.

          6.3.10 OTHER INFORMATION.

               (a) Immediate notice of any change in the location of any
          Property of Borrower located at any of the Collateral Stores, any
          change in the name of Borrower, any sale or purchase of Property
          located at the Collateral Stores or arising out of activities
          conducted at the Collateral Stores outside the regular course of
          business of Borrower or as otherwise permitted by Section 7.10, and
          any change in the business or financial affairs of any Obligor, which
          change could have a Material Adverse Effect.

               (b) Promptly upon request therefor, such other information and
          reports relating to the past, present or future financial condition,
          operations, plans and projections of Borrower as FINOVA reasonably may
          request from time to time.

     6.4 REPORTS TO GOVERNMENTAL BODIES AND OTHER PERSONS. Timely file all
material reports, applications, documents, instruments and information required
to be filed pursuant to all rules, regulations or requests of any Governmental
Body or other Person having jurisdiction over the operation of the business of
Borrower, including, but not limited to, such of the Loan Instruments as are
required to be filed with any such Governmental Body or other Person pursuant to
applicable rules and regulations promulgated by such Governmental Body or other
Person, except where the failure to file such reports, applications, documents,
instruments and information could not reasonably be expected to have a Material
Adverse Effect.

     6.5 MAINTENANCE OF LICENSES AND FRANCHISE AGREEMENTS. Maintain in full
force and effect at all times, and apply in a timely manner for renewal of, all
Licenses, Franchise Agreements, trademarks, tradenames and agreements necessary
for the operation of its Restaurant Business at the Collateral Stores, the loss
of any of which could have a Material Adverse Effect.

     6.6  INSURANCE.

          6.6.1 MAINTENANCE OF INSURANCE. (i) Maintain in full force and effect
     at all times such property, casualty, business interruption and other
     insurance with respect to the Collateral Stores required by FINOVA, all of
     which shall be written by insurers, contain terms and be in amounts and
     forms reasonably satisfactory to FINOVA (including, at a minimum (i)
     comprehensive general


                                       32
<PAGE>

     liability insurance (including bodily injury and property damage coverage)
     with a broad form endorsement and combined single limit of at least
     $2,000,000 and (ii) casualty insurance against fire and other "All Risk"
     perils, including, if required by FINOVA, earthquake and flood, in the full
     replacement value of the Collateral Stores), providing for deductibles of
     not more than $30,000 for any single act or occurrence, with a standard
     mortgagee clause endorsed thereon in favor of FINOVA which shall provide,
     among other things, that the policies may not be canceled without 30 days'
     prior notice to FINOVA and (ii) deliver to FINOVA, from time to time as
     FINOVA reasonably may request, evidence of compliance with this subsection,
     provided that Borrower will use its best efforts to provide such evidence
     at least 15 days prior to the expiration date of any policy required
     hereunder, but in any event at least 5 days prior to such expiration date,
     each bearing notations evidencing prior payment of premiums.

          6.6.2 CLAIMS AND PROCEEDS. Borrower hereby directs all insurers under
     all policies of casualty and property insurance pertaining to the
     furniture, fixtures, equipment and other contents located at the Collateral
     Stores required to be maintained by Borrower pursuant to subsection 6.6.1
     to pay all proceeds payable thereunder directly to FINOVA and Borrower
     hereby authorizes FINOVA to collect such proceeds; provided that so long as
     no Incipient Default or Event of Default exists and is continuing any
     proceeds payable thereunder in an aggregate amount of $50,000 or less may
     be paid directly to Borrower provided Borrower promptly uses such proceeds
     to pay for the cost of repair or replacement of the Collateral subject to
     the applicable loss, damage, destruction or other casualty to at least
     equal value and substantially the same character as prior to such loss,
     damage, destruction or other casualty. Borrower hereby irrevocably appoints
     FINOVA (and all officers, employees or agents designated by FINOVA) as
     Borrower's true and lawful attorney and agent in fact for the purpose of
     and with power to make, settle and adjust claims under such policies of
     insurance, endorse the name of Borrower on any check, draft, instrument or
     other item of payment for the proceeds of such policies of insurance, and
     to make all determinations and decisions with respect to such policies of
     insurance. Borrower acknowledges that such appointment of FINOVA as its
     attorney and agent in fact is a power coupled with an interest and
     therefore is irrevocable. Borrower shall promptly notify FINOVA of any
     loss, damage, destruction or other casualty to the Collateral. Subject to
     the first sentence of this subsection 6.6.2, the insurance proceeds
     received on account of any loss, damage, destruction or other casualty (i)
     if any Incipient Default or Event of Default exists, at the option of
     FINOVA shall be applied (A) as set forth in the following clause (ii) or
     (B) in reduction of Borrower's Obligations in the following order of
     priority: (1) first, to the payment of any and all sums which are then due
     and payable pursuant to the terms of the Loan Instruments, other than the
     Principal Balance and accrued and unpaid interest thereon, (2) next, to
     accrued and unpaid interest on the Principal Balance and (3) next, to the
     Principal Balance of the Loans in the inverse order of the maturity of the
     installments thereof or (ii) if no Incipient Default or Event of Default
     exists or if FINOVA so elects, shall be held by FINOVA and applied to pay
     for the cost of repair or replacement of the Collateral subject to such
     loss, damage, destruction or other casualty, in which event such proceeds
     shall be made available in the manner and under such conditions as FINOVA


                                       33
<PAGE>

     reasonably may require. In the event the proceeds are to be applied to the
     repair or replacement of Collateral, the Collateral shall be so repaired or
     replaced as to be of at least equal value and substantially the same
     character as prior to such loss, damage, destruction or other casualty.

     6.7 ENVIRONMENTAL MATTERS. At all times comply with, and be responsible
for, its obligations under all Environmental Laws applicable to the Real Estate
and Leasehold Property and any other Property owned by Borrower or used by
Borrower in the operation of the Collateral Stores. At its sole cost and
expense, Borrower shall (i) comply in all respects with (A) any notice of any
violation or administrative or judicial complaint or order having been filed
against Borrower, any portion of any Real Estate or Leasehold Property or any
other Property owned by Borrower or used by Borrower in the operation of its
business alleging violations of any law, ordinance and/or regulation requiring
Borrower to take any action in connection with the release, transportation
and/or clean-up of any Hazardous Materials, the violation of which could have a
Material Adverse Effect, and (B) any notice from any Governmental Body or any
other Person alleging that Borrower is or may be liable for costs associated
with a response or clean-up of any Hazardous Materials or any damages resulting
from such release or transportation, or (ii) diligently contest in good faith by
appropriate proceedings any demands set forth in such notices, provided (A)
reserves in an amount satisfactory to FINOVA to pay the costs associated with
complying with any such notice are established by Borrower and (B) no Lien would
or will attach to any Collateral which is the subject of any such notice as a
result of any compliance by Borrower which is delayed during any such contest.
Promptly upon receipt of any notice described in the foregoing clause (i),
Borrower shall deliver to FINOVA a copy thereof.

     6.8 COMPLIANCE WITH LAWS. Comply with all federal, state and local laws,
ordinances, requirements and regulations and all judgments, orders, injunctions
and decrees applicable to Borrower and its operations, the failure to comply
with which could have a Material Adverse Effect.

     6.9 TAXES AND CLAIMS. Pay and discharge all taxes, assessments and
governmental charges or levies imposed upon it or upon its income or profits, or
upon any Collateral Store, prior to the date on which penalties attach thereto,
and all lawful claims which, if unpaid, might become a Lien (other than a
Permitted Lien) upon any Collateral Store, provided that Borrower shall not be
required by this Section 6.9 to pay any such amount if the same is being
contested diligently and in good faith by appropriate proceedings and as to
which Borrower has set aside reserves on its books satisfactory to FINOVA.

     6.10 MAINTENANCE OF PROPERTIES. Maintain all of its Properties necessary in
the operation of the Collateral Stores in good working order and condition.

     6.11 APPROVALS. Upon the exercise by FINOVA of any power, right or
privilege pursuant to the provisions of any of the Loan Instruments requiring
any consent, approval or authorization of any Governmental Body, Landlord,
Franchisor or other Person (including, without limitation, transfers of
Licenses, Collateral Store Leases and Franchise Agreements), promptly execute
and cause the execution


                                       34
<PAGE>

of all applications, certificates, instruments and other documents that FINOVA
may be required to obtain for such consent, approval or authorization.

     6.12 PAYMENT OF INDEBTEDNESS. Except as to matters being contested in good
faith and by appropriate proceedings, promptly pay when due, or in conformance
with customary trade terms, all of its Indebtedness.

     6.13 LANDLORD's Waivers. Deliver to FINOVA not later than January 31, 2000
a Landlord's Waiver from the Landlord under at least twelve of the Collateral
Store Leases.

                                   ARTICLE VII

                               NEGATIVE COVENANTS

     Until all of Borrower's Obligations are paid and performed in full,
Borrower shall not:

     7.1 BORROWING. Create, incur, assume or suffer to exist any liability for
Indebtedness for Borrowed Money if the Borrower Fixed Charge Coverage Ratio for
the twelve month period most recently ended would be less than 1.10 assuming
such Indebtedness for Borrowed Money was incurred on the first day of such
period.

     7.2 LIENS. Create, incur, assume or suffer to exist any Lien upon any of
the Collateral or the Collateral Store Leases, in each case whether now owned or
hereafter acquired, except Permitted Liens.

     7.3 MERGER AND ACQUISITION. Consolidate with or merge with or into any
Person unless (i) Borrower is the surviving corporation and (ii) immediately
upon consummation of such consolidation or merger, Borrower would be permitted
to borrow at least $1.00 of additional Indebtedness for Borrowed Money under
Section 7.1.

     7.4 CONTINGENT LIABILITIES. Assume, guarantee, endorse, contingently agree
to purchase, become liable in respect of any letter of credit, or otherwise
become liable upon the obligation of any Person, except for liabilities arising
from the endorsement of negotiable instruments for deposit or collection or
similar transactions in the ordinary course of business and except to the extent
permitted under Section 7.1.

     7.5 DIVIDENDS AND DISTRIBUTIONS. Make any dividends or distributions with
respect to the Borrower Capital Stock or apply any of its Property to the
purchase, redemption or other retirement of, or set apart any sum for the
payment of, or make any other distribution by reduction of capital or otherwise
in respect of, any of the Borrower Capital Stock, if the ratio of (i) the
remainder of (A) Borrower Cash


                                       35
<PAGE>

Flow for the period from the Closing Date through the last day of the month most
recently ended minus (B) the sum of (x) the aggregate amount of all dividends,
distributions and other payments referred to above made during such period plus
(y) the aggregate amount of all dividends, distributions and other payments
referred to above to be made to (ii) the Borrower Fixed Charges for such period
would be less than 1.00.

     7.6 EQUIPMENT LEASES. Enter into any (i) Operating Leases after the Closing
Date pertaining to equipment or other Property located at any of the Collateral
Stores if the aggregate rent expense payable under all such Operating Leases
would exceed $60,000 in any year or (ii) except to the extent permitted under
Section 7.1, Capitalized Leases.

     7.7 FUNDAMENTAL BUSINESS CHANGES. Materially change the nature of its
business or engage in any business other than the Restaurant Business and
activities incidental thereto.

     7.8 FACILITY SITES. Change the locations of its chief executive office or
other Property used in the operation of the Collateral Stores unless (i) FINOVA
shall have received at least 30 days' prior written notice thereof and (ii)
Borrower shall have executed and delivered to FINOVA any documents FINOVA may
reasonably require in order to maintain the validity and priority of the
Security Interests.

     7.9 SALE OR TRANSFER OF ASSETS. Sell, lease, assign, transfer or otherwise
dispose of any of the Collateral or any of the Collateral Store Leases, except
for the sale or disposition of (i) inventory in the ordinary course of business
and (ii) obsolete, surplus or unusable items of equipment which promptly are
replaced with new items of equipment of like function and comparable value to
the unusable items of equipment when the same were new or not obsolete or
unusable, provided such replacement items of equipment shall become subject to
the Security Interests.

     7.10 AMENDMENT OF CERTAIN AGREEMENTS. Amend, modify or waive any term or
provision of its articles of incorporation or by-laws or the Collateral Store
Leases or the Franchise Agreements, other than non-material amendments,
modifications or waivers that would not reasonable be expected to adversely
affect FINOVA.

     7.11 FUNDAMENTAL BUSINESS CHANGES. Engage in any business other than the
Restaurant Business.

     7.12 TRANSACTIONS WITH AFFILIATES. Sell, lease, assign, transfer or
otherwise dispose of any Property to any Obligor or any Affiliate of any
Obligor, lease Property, render or receive services or purchase assets from any
Obligor or any such Affiliate, or otherwise enter into any contractual
relationship with any Obligor or any Affiliate of any Obligor except to the
extent permitted by Section 7.5 or otherwise on terms and conditions no less
favorable to Borrower than could be obtained on an arm's length basis from a
third party who is not an Obligor or an Affiliate of an Obligor.

     7.13 COMPLIANCE WITH ERISA.


                                       36
<PAGE>

          (i) Permit the occurrence of any Termination Event which would result
     in a liability to Borrower or any ERISA Affiliate in excess of $50,000;

         (ii) Permit the present value of all benefit liabilities under all
     Pension Plans to exceed the current value of the assets of such Pension
     Plans allocable to such benefit liabilities by more than $50,000;

        (iii) Permit any accumulated funding deficiency in excess of $50,000 (as
     defined in Section 302 of ERISA and Section 412 of the Code) with respect
     to any Pension Plan, whether or not waived;

         (iv) Fail to make any contribution or payment to any Multiemployer Plan
     which Borrower or any ERISA Affiliate may be required to make under any
     agreement relating to such Multiemployer Plan, or any law pertaining
     thereto which results in or is likely to result in a liability in excess of
     $50,000;

          (v) Engage, or permit Borrower or any ERISA Affiliate to engage, in
     any "prohibited transaction" as such term is defined in Section 406 of
     ERISA or Section 4975 of the Code for which a civil penalty pursuant to
     Section 502(i) of ERISA or a tax pursuant to Section 4975 of the Code in
     excess of $50,000 is imposed;

         (vi) Permit the establishment of any Employee Benefit Plan providing
     post-retirement welfare benefits or establish or amend any Employee Benefit
     Plan which establishment or amendment could result in liability to Borrower
     or any ERISA Affiliate or increase the obligation of Borrower or any ERISA
     Affiliate to a Multiemployer Plan which liability or increase, individually
     or together with all similar liabilities and increases, is material to
     Borrower or amu ERISA Affiliate; or

        (vii) Fail, or permit Borrower or any ERISA Affiliate to fail, to
     establish, maintain and operate each Employee Benefit Plan in compliance in
     all material respects with ERISA, the Code and all other applicable laws
     and regulations and interpretations thereof.

     7.14 BORROWER FIXED CHARGE COVERAGE RATIO. Permit the Borrower Fixed Charge
Coverage Ratio for the twelve month period ending on the last day of any quarter
commencing with the quarter ending March 30, 2000 to be less than 1.10.


                                       37
<PAGE>

                                  ARTICLE VIII

                              DEFAULT AND REMEDIES

     8.1 EVENTS OF DEFAULT. The occurrence of any of the following shall
constitute an Event of Default under the Loan Instruments:

          8.1.1 DEFAULT IN PAYMENT. If Borrower shall fail to pay all or any
     portion of Borrower's Obligations the same become due and payable and such
     failure shall continue for a period of 5 Business Days; or

          8.1.2     BREACH OF COVENANTS.

               (a) If Borrower shall fail to observe or perform any covenant or
          agreement made by Borrower contained in Section 6.2, 6.5, 6.6, 6.8,
          6.9, 6.13 or in Article
          VII;

               (b) If Borrower shall fail to observe or perform any covenant or
          agreement made by Borrower contained in Section 6.1 or 6.3 and such
          failure shall continue for a period of 5 Business Days; or

               (c) If Borrower or Guarantor shall fail to observe or perform any
          covenant or agreement (other than those referred to in subparagraphs
          (a) or (b) above or specifically addressed elsewhere in this Section
          8.1) made by such Person in any of the Loan Instruments to which such
          Person is a party, and such failure shall continue for a period of 30
          days.

          8.1.3 BREACH OF WARRANTY. If any representation or warranty made by or
     on behalf of any Obligor in or pursuant to any of the Loan Instruments or
     in any instrument or document furnished in compliance with the Loan
     Instruments shall prove to be false or misleading in any material respect.

          8.1.4 DEFAULT UNDER OTHER INDEBTEDNESS FOR BORROWED MONEY. If any
     default shall occur in respect of any issue of Indebtedness for Borrowed
     Money of any Obligor (other than Borrower's Obligations) outstanding in a
     principal amount of at least $1,000,000, or in respect of any agreement or
     instrument relating to any such issue of Indebtedness for Borrowed Money,
     and such default shall continue beyond the grace period, if any, applicable
     thereto.

          8.1.5 BANKRUPTCY.

               (a) If any Obligor shall (i) generally not be paying its debts as
          they become due, (ii) file, or consent, by answer or otherwise, to the
          filing against it of a petition for relief or reorganization or
          arrangement or any other petition in bankruptcy or insolvency under
          the laws of any jurisdiction, (iii) make an assignment for the benefit
          of creditors, (iv) consent to the appointment of a custodian,
          receiver, trustee or other officer with similar powers for it or for
          any substantial part of its Property, or (v) be adjudicated insolvent.


                                       38
<PAGE>

               (b) If any Governmental Body of competent jurisdiction shall
          enter an order appointing, without consent of such Obligor, a
          custodian, receiver, trustee or other officer with similar powers with
          respect to it or with respect to any substantial part of its Property,
          or if an order for relief shall be entered in any case or proceeding
          for liquidation or reorganization or otherwise to take advantage of
          any bankruptcy or insolvency law of any jurisdiction, or ordering the
          dissolution, winding-up or liquidation of any Obligor or if any
          petition for any such relief shall be filed against it and such
          petition shall not be dismissed or stayed within 90 days.

          8.1.6 JUDGMENTS. If there shall be entered against Borrower one or
     more judgments, awards or decrees, or orders of attachment, garnishment or
     any other writ, which exceed $250,000 in the aggregate at any one time
     outstanding, excluding judgments, awards, decrees, orders or writs (i) for
     which there is full insurance (subject to applicable deductibles) and with
     respect to which the insurer has assumed responsibility in writing, (ii)
     for which there is full indemnification (upon terms and by creditworthy
     indemnitors which are satisfactory to FINOVA) or (iii) which have been in
     force for less than the applicable period for filing an appeal so long as
     execution has not been levied thereunder (or in respect of which Borrower
     shall at the time in good faith be prosecuting an appeal or proceeding for
     review and in respect of which a stay of execution or appropriate appeal
     bond shall have been obtained pending such appeal or review).

          8.1.7 IMPAIRMENT OF LICENSES; OTHER AGREEMENTS. If (i) any
     Governmental Body shall revoke, terminate, suspend or adversely modify any
     License of Borrower, the adverse modification or non-continuation of which
     could have a Material Adverse Effect, or (ii) there shall exist any
     violation or default in the performance of, or a material failure to comply
     with any agreement, or condition or term of any License or Franchise
     Agreement, which violation, default or failure has a Material Adverse
     Effect, or (iii) any Franchise Agreement or other agreement which is
     necessary to the operation of the Restaurant Business of Borrower with
     respect to any Collateral Store shall be revoked or terminated and not
     replaced by a substitute acceptable to FINOVA within 30 days after the date
     of such revocation or termination, and such revocation or termination and
     non-replacement could have a Material Adverse Effect.

          8.1.8 COLLATERAL. If any material portion of the Collateral or any
     Collateral Store Lease shall be seized or taken by a Governmental Body or
     Person (unless in any such case either (i) the Initial Store or Substitute
     Store affected is replaced with a Substitute Store within 60 days after
     such seizure or taking and Borrower otherwise complies with the
     requirements of subsection 2.6.2(a) with respect to such Substitute Store
     or (ii) Borrower prepays the Principal Balance in an amount equal to the
     Allocated Loan Amount with respect to such Initial Store or Substitute
     Store), or Borrower shall fail to maintain or cause to be maintained the
     Security Interests and priority of the Loan Instruments as against any
     Person, or the title and rights of Borrower to any material portion of the
     Collateral or any Collateral Store Lease shall have become the subject
     matter of


                                       39
<PAGE>

     litigation which could reasonably be expected to result in impairment or
     loss of the security provided by the Loan Instruments,

          8.1.9 PLANS. If an event or condition specified in subsection 6.3.9
     hereof shall occur or exist with respect to any Pension Plan or
     Multiemployer Plan and, as a result of such event or condition, together
     with all other such events or conditions, Borrower or any ERISA Affiliate
     shall incur, or in the opinion of FINOVA be reasonably likely to incur, a
     liability to a Pension Plan or Multiemployer Plan or the PBGC (or any of
     them) which, in the reasonable judgment of FINOVA, would have a Material
     Adverse Effect.

          8.1.10 CHANGE IN CONTROL. If Guarantor at any time shall cease (i) to
     own at least 51% of the Borrower Capital Stock or (ii) to maintain (A)
     effective voting control over Borrower, including the right to elect a
     majority of the board of directors of Borrower or (B) the ability to direct
     the management and policies of Borrower.

          8.1.11 GUARANTY. If prior to the termination of the Guaranty in
     accordance with its terms, Guarantor shall (i) deny or disaffirm its
     obligations thereunder or (ii) fail to make any payment required thereunder
     when due.

     8.2 ACCELERATION OF BORROWER'S OBLIGATIONS. Upon the occurrence of:

          (a) any Event of Default described in clauses (ii), (iii), (iv) and
     (v) of subsection 8.1.5(a) or in 8.1.5(b), all of Borrower's Obligations at
     that time outstanding automatically shall mature and become due, and

          (b) any other Event of Default, FINOVA, at any time, at its option,
     without further notice or demand, may declare all of Borrower's Obligations
     due and payable, whereupon Borrower's Obligations immediately shall mature
     and become due and payable,

all without presentment, demand, protest or notice (other than notice of the
declaration referred to in clause (b) above), all of which hereby are waived.

     8.3 REMEDIES ON DEFAULT. If Borrower's Obligations have been accelerated
pursuant to Section 8.2, FINOVA, at its option, may:

          8.3.1 ENFORCEMENT OF SECURITY INTERESTS. Enforce its rights and
     remedies under the Loan Instruments in accordance with their respective
     terms.

          8.3.2 OTHER REMEDIES. Enforce any of the rights or remedies accorded
     to FINOVA at equity or law, by virtue of statute or otherwise.


                                       40
<PAGE>

     8.4 APPLICATION OF FUNDS. Any funds received by FINOVA pursuant to the
exercise of any rights accorded to FINOVA pursuant to, or by the operation of
any of the terms of, any of the Loan Instruments, including, without limitation,
insurance proceeds, condemnation proceeds or proceeds from the sale of
Collateral, shall be applied to Borrower's Obligations in the following order of
priority:

          8.4.1 EXPENSES. First, to the payment of (i) all fees and expenses
     actually incurred, including, without limitation, court costs, fees of
     appraisers, title charges, costs of maintaining and preserving the
     Collateral, costs of sale, and all other costs incurred by FINOVA in
     exercising any rights accorded to such Persons pursuant to the Loan
     Instruments or by applicable law, including, without limitation, reasonable
     attorney's fees, and (ii) all Liens superior to the Liens of FINOVA except
     such superior Liens subject to which any sale of the Collateral may have
     been made.

          8.4.2 BORROWER'S OBLIGATIONS. Next, to the payment of the remaining
     portion of Borrower's Obligations in such order as FINOVA may determine.

          8.4.3 SURPLUS. Any surplus, to the Person or Persons entitled thereto.

     8.5 PERFORMANCE OF BORROWER'S Obligations. If Borrower fails to (i)
maintain in force and pay for any insurance policy or bond which Borrower is
required to provide pursuant to any of the Loan Instruments, (ii) keep the
Collateral free from all Liens except for Permitted Liens, (iii) pay when due
all taxes, levies and assessments on or in respect of the Collateral, except as
otherwise permitted pursuant to the terms hereof, (iv) make all payments and
perform all acts on the part of Borrower to be paid or performed in the manner
required by the terms hereof and by the terms of the other Loan Instruments with
respect to any of the Collateral, including, without limitation, all expenses of
protecting, storing, warehousing, insuring, handling and maintaining the
Collateral, (v) keep fully and perform promptly any other of the obligations of
Borrower hereunder or under any of the other Loan Instruments, and (vi) keep
fully and perform promptly the obligations of Borrower with respect to any issue
of Indebtedness for Borrowed Money secured by a Permitted Prior Lien, then
FINOVA may (but shall not be required to) procure and pay for such insurance
policy or bond, place such Collateral in good repair and operating condition,
pay, contest or settle such Liens or taxes or any judgments based thereon or
otherwise make good any other aforesaid failure of Borrower. Borrower shall
reimburse FINOVA immediately upon demand for all sums paid or advanced on behalf
of Borrower for any such purpose, together with costs and expenses (including
reasonable attorney's fees) paid or incurred by FINOVA in connection therewith
and interest on all sums advanced from the date of advancement until repaid to
FINOVA at the Default Rate. All such sums advanced by FINOVA, with interest
thereon, immediately upon advancement thereof, shall be deemed to be part of
Borrower's Obligations.


                                       41
<PAGE>

                                   ARTICLE IX

                                     CLOSING

     The Closing Date shall be such date as the parties shall determine, and the
Closing shall take place on such date, provided all conditions for the Closing
as set forth in this Loan Agreement have been satisfied or otherwise waived by
FINOVA. The Closing shall take place at the offices of Altheimer & Gray, 10 S.
Wacker Drive, Chicago, Illinois 60606 or such other place as the parties hereto
shall agree. Unless the Closing occurs on or before December 29, 1999, this Loan
Agreement shall terminate and be of no further force or effect and, except for
any obligation of Borrower to FINOVA pursuant to Article X, none of the parties
hereto shall have any further obligation to any other party.

                                    ARTICLE X

                             EXPENSES AND INDEMNITY

     10.1 ATTORNEYS' Fees and Other Fees and Expenses. Whether or not any of the
transactions contemplated by this Loan Agreement shall be consummated, subject
to the limitations set forth in subsection 10.1.1, Borrower agrees to pay to
FINOVA on demand all reasonable expenses incurred by FINOVA in connection with
the transactions contemplated hereby and in connection with any amendments,
modifications or waivers (whether or not the same become effective) under or in
respect of any of the Loan Instruments, including, without limitation:

          10.1.1 FEES AND EXPENSES FOR PREPARATION OF LOAN INSTRUMENTS. All
     reasonable expenses, disbursements (including, without limitation, charges
     for required mortgagee's title insurance, lien searches, reproduction of
     documents, long distance telephone calls and overnight express carriers)
     and reasonable attorneys' fees, actually incurred by FINOVA in connection
     with the (i) preparation and negotiation of the Loan Instruments or any
     amendments, modifications or waivers thereto or any documents delivered
     pursuant thereto and (ii) administration of the Loan.

          10.1.2 FEES AND EXPENSES IN ENFORCEMENT OF RIGHTS OR DEFENSE OF LOAN
     INSTRUMENTS. Any reasonable expenses or other costs, including reasonable
     attorneys' fees and expert witness fees, actually incurred by FINOVA in
     connection with the enforcement or collection against any Obligor of any
     provision of any of the Loan Instruments, and in connection with or arising
     out of any litigation, investigation or proceeding instituted by any
     Governmental Body or any other Person with respect to any of the Loan
     Instruments, whether or not suit is instituted, including, but not limited
     to, such costs or expenses arising from the enforcement or collection
     against any Obligor of any provision of any of the Loan Instruments in any
     workout or restructuring or in any state or federal bankruptcy or
     reorganization proceeding.

     10.2 INDEMNITY. Borrower agrees to indemnify and save FINOVA harmless of
and from the following:

          10.2.1 BROKERAGE FEES. The fees, if any, of brokers and finders
     engaged by Borrower.


                                       42
<PAGE>

          10.2.2 GENERAL. Any loss, cost, liability, damage or expense
     (including reasonable attorneys' fees and expenses) incurred by FINOVA in
     investigating, preparing for, defending against, providing evidence,
     producing documents or taking other action in respect of any commenced or
     threatened litigation, administrative proceeding, suit instituted by any
     Person or investigation under any law, including any federal securities
     law, the Bankruptcy Code, any relevant state corporate statute or any other
     securities law, bankruptcy law or law affecting creditors generally of any
     jurisdiction, or any regulation pertaining to any of the foregoing, or at
     common law or otherwise, relating, directly or indirectly, to the
     transactions contemplated by or referred to in, or any other matter related
     to, the Loan Instruments, except to the extent (i) of any gross negligence
     or willful misconduct of FINOVA or (ii) Borrower is the prevailing party in
     any adversarial proceeding between Borrower and FINOVA.

          10.2.3 OPERATION OF COLLATERAL; JOINT VENTURERS. Any loss, cost,
     liability, damage or expense (including reasonable attorneys' fees and
     expenses) incurred in connection with the ownership, operation or
     maintenance of the Collateral, the construction of FINOVA and Borrower as
     having the relationship of joint venturers or partners or the determination
     that FINOVA has acted as agent for Borrower.

          10.2.4 ENVIRONMENTAL INDEMNITY. Any and all claims, losses, damages,
     response costs, clean-up costs and expenses suffered and/or incurred at any
     time by FINOVA arising out of or in any way relating to the existence at
     any time of any Hazardous Materials in, on, under, at, transported to or
     from, or used in the construction and/or renovation of, any of the Real
     Estate or Leasehold Property, or otherwise with respect to any
     Environmental Law, and/or the failure of any Obligor to perform its
     obligations and covenants hereunder witch respect to environmental matters,
     including, but not limited to: (i) claims of any Persons for damages,
     penalties, response costs, clean-up costs, injunctive or other relief, (ii)
     costs of removal and restoration, including reasonable fees of attorneys
     and experts, and costs of reporting the existence of Hazardous Materials to
     any Governmental Body, and (iii) any expenses or obligations, including
     reasonable attorneys' fees and expert witness fees, incurred at, before and
     after any trial or other proceeding before any Governmental Body or appeal
     therefrom whether or not taxable as costs, including, without limitation,
     reasonable witness fees, deposition costs, copying and telephone charges
     and other expenses, all of which shall be paid by Borrower to FINOVA on
     demand, except where such costs were directly caused by the gross
     negligence or willful misconduct of FINOVA or by any agent or third party
     acting on behalf of and at the direction of FINOVA.


                                       43
<PAGE>

                                   ARTICLE XI

                                  MISCELLANEOUS

     11.1 NOTICES. All notices and communications under this Loan Agreement
shall be in writing and shall be (i) delivered in person, (ii) sent by telecopy,
or (iii) mailed, postage prepaid, either by registered or certified mail, return
receipt requested, or by overnight express carrier, addressed in each case as
follows:

     To Borrower:             I.C.H. Corporation
                              Sybra, Inc.
                              9255 Towne Centre Drive
                              Suite 600
                              San Diego, California 92121
                              Attention:    Glen V. Freter
                                            Senior Vice President
                                            Chief Financial Officer
                              Telecopy No.: (858) 638-2078

     Copy to:                 I.C.H. Corporation
                              780 Third Avenue, 43rd Floor
                              New York, New York 10017
                              Attention:    Robert H. Drechsler, Esq.
                                            Executive Vice President
                              Telecopy No.: (212) 317-0991

     Copy to:                 Pryor Cashman Sherman & Flynn LLP
                              410 Park Avenue
                              New York, New York 10022
                              Attention:    William M. Levine, Esq.
                              Telecopy No.: (212) 326-0806

     To FINOVA:               FINOVA Capital Corporation
                              115 West Century Road
                              Paramus, New Jersey 07693
                              Attention:    Daniel O'Donnell
                                            Vice President
                              Telecopy No.: (201) 634-3497

     Copy to:                 FINOVA Capital Corporation
                              1850 N. Central Avenue
                              Phoenix, Arizona 85077
                              Attention:     Vice President, Law
                              Telecopy No.:  (602) 207-5036


                                       44
<PAGE>

     Copy to:                 Altheimer & Gray
                              10 South Wacker Drive
                              Suite 4000
                              Chicago, Illinois 60606
                              Attention:     Michael L. Owen, Esq.
                              Telecopy No.:  (312) 715-4800

or to any other address or telecopy number, as to any of the parties hereto, as
such party shall designate in a written notice to the other parties hereto. All
notices sent pursuant to the terms of this Section 11.1 shall be deemed received
(i) if personally delivered, then on the Business Day of delivery, (ii) if sent
by telecopy before 2:00 p.m. Phoenix time, on the day sent if a Business Day or
if such day is not a Business Day or if sent after 2:00 p.m. Phoenix time, then
on the next Business Day, (iii) if sent by overnight, express carrier, on the
next Business Day immediately following the day sent, or (iv) if sent by
registered or certified mail, on the earlier of the fifth Business Day following
the day sent or when actually received. Any notice by telecopy shall be followed
by delivery on the next Business Day by overnight, express carrier or by hand.

     11.2 SURVIVAL OF LOAN AGREEMENT; INDEMNITIES. All covenants, agreements,
representations and warranties made in this Loan Agreement and in the
certificates delivered pursuant hereto shall survive the making by FINOVA of the
Loans and the execution and delivery to FINOVA of the Notes and of all other
Loan Instruments, and shall continue in full force and effect so long as any of
Borrower's Obligations remain outstanding, unperformed or unpaid.
Notwithstanding the repayment of all amounts due under the Loan Instruments, the
cancellation of the Note and the release and/or cancellation of any and all of
the Loan Instruments or the foreclosure of any Liens on the Collateral, the
obligations of Borrower to indemnify FINOVA with respect to the expenses,
damages, losses, costs and liabilities described in Section 10.2 shall survive
until all applicable statute of limitations periods with respect to actions
which may be brought against FINOVA have run.

     11.3 FURTHER ASSURANCE. From time to time, Borrower shall execute and
deliver to FINOVA such additional documents as FINOVA reasonably may require to
carry out the purposes of the Loan Instruments and to protect rights of FINOVA
thereunder, including, without limitation, using its reasonable best efforts in
the event any Collateral is to be sold to secure the approval by any
Governmental Body of any application required by such Governmental Body in
connection with such sale, and not take any action inconsistent with such sale
or the purposes of the Loan Instruments.

     11.4 TAXES AND FEES. Should any tax (other than taxes based upon the net
income of any FINOVA), recording or filing fees become payable in respect of any
of the Loan Instruments, or any amendment, modification or supplement thereof,
Borrower agrees to pay the same on demand, together with any interest or
penalties thereon attributable to any delay by Borrower in meeting any FINOVA
demand, and agrees to hold FINOVA harmless with respect thereto.


                                       45
<PAGE>

     11.5 SEVERABILITY. In the event that any provision of this Loan Agreement
is deemed to be invalid by reason of the operation of any law, or by reason of
the interpretation placed thereon by any court or any other Governmental Body,
as applicable, the validity, legality and enforceability of the remaining terms
and provisions of this Loan Agreement shall not in any way be affected or
impaired thereby, all of which shall remain in full force and effect, and the
affected term or provision shall be modified to the minimum extent permitted by
law so as to achieve most fully the intention of this Loan Agreement.

     11.6 WAIVER. No delay on the part of FINOVA in exercising any right, power
or privilege hereunder shall operate as a waiver thereof, and no single or
partial exercise of any right, power or privilege hereunder shall preclude other
or further exercise thereof, or be deemed to establish a custom or course of
dealing or performance between the parties hereto, or preclude the exercise of
any other right, power or privilege.

     11.7 MODIFICATION OF LOAN INSTRUMENTS. No modification or waiver of any
provision of any of the Loan Instruments shall be effective unless the same
shall be in writing and signed by Borrower and FINOVA, and then such waiver or
consent shall be effective only in the specific instance and for the purpose for
which given. No notice to or demand on Borrower in any case shall entitle
Borrower to any other or further notice or demand in the same, similar or other
circumstances.

     11.8 CAPTIONS. The headings in this Loan Agreement are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.

     11.9 SUCCESSORS AND ASSIGNS. This Loan Agreement shall be binding upon and
inure to the benefit of and be enforceable by the respective successors and
assigns of the parties hereto; provided that Borrower may not assign any of its
rights or delegate any of its duties hereunder to any other Person.

     11.10 REMEDIES CUMULATIVE. All rights and remedies of the parties hereto,
any other Loan Instruments or otherwise, shall be cumulative and non-exclusive,
and may be exercised singularly or concurrently. FINOVA shall not be required to
prosecute collection, enforcement or other remedies against any Obligor before
proceeding against any other Obligor or to enforce or resort to any security,
liens, collateral or other rights of FINOVA. One or more successive actions may
be brought against Borrower and/or any other Obligor, either in the same action
or in separate actions, as often as FINOVA deems advisable, until all of
Borrower's Obligations are paid and performed in full.

     11.11 ENTIRE AGREEMENT; CONFLICT. This Loan Agreement and the other Loan
Instruments executed prior or pursuant hereto constitute the entire agreement
among the parties hereto with respect to the transactions contemplated hereby or
thereby and supersede any prior agreements, whether written or oral, relating to
the subject matter hereof. In the event of a conflict between the terms and
conditions set forth herein and the terms and conditions set forth in any other
Loan Instrument, the terms and conditions set forth herein shall govern.


                                       46
<PAGE>

     11.12 APPLICABLE LAW. THE LOAN INSTRUMENTS SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS AND DECISIONS OF THE STATE OF ARIZONA. FOR
PURPOSES OF THIS SECTION 11.12, THE LOAN INSTRUMENTS SHALL BE DEEMED TO BE
PERFORMED AND MADE IN THE STATE OF ARIZONA.

     11.13 BORROWER HEREBY AGREES THAT ALL ACTIONS OR PROCEEDINGS INITIATED BY
BORROWER AND ARISING DIRECTLY OR INDIRECTLY OUT OF THE LOAN INSTRUMENTS SHALL BE
LITIGATED IN THE SUPERIOR COURT OF MARICOPA COUNTY, OR THE UNITED STATES
DISTRICT COURT FOR THE DISTRICT OF ARIZONA OR, IF FINOVA INITIATES SUCH ACTION,
IN ADDITION TO THE FOREGOING COURTS, ANY COURT IN WHICH FINOVA SHALL INITIATE OR
TO WHICH FINOVA SHALL REMOVE SUCH ACTION, TO THE EXTENT SUCH COURT HAS
JURISDICTION. BORROWER HEREBY EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH
JURISDICTION IN ANY ACTION OR PROCEEDING COMMENCED BY FINOVA IN OR REMOVED BY
FINOVA TO ANY OF SUCH COURTS, AND HEREBY AGREES THAT PERSONAL SERVICE OF THE
SUMMONS AND COMPLAINT, OR OTHER PROCESS OR PAPERS ISSUED THEREIN MAY BE SERVED
IN THE MANNER PROVIDED FOR NOTICES HEREIN, AND AGREES THAT SERVICE OF SUCH
SUMMONS AND COMPLAINT OR OTHER PROCESS OR PAPERS MAY BE MADE BY REGISTERED OR
CERTIFIED MAIL ADDRESSED TO BORROWER AT THE ADDRESS TO WHICH NOTICES ARE TO BE
SENT PURSUANT TO SECTION 11.1. BORROWER WAIVES ANY CLAIM THAT MARICOPA COUNTY,
ARIZONA OR THE DISTRICT OF ARIZONA IS AN INCONVENIENT FORUM OR AN IMPROPER FORUM
BASED ON LACK OF VENUE. TO THE EXTENT PROVIDED BY LAW, SHOULD BORROWER, AFTER
BEING SO SERVED, FAIL TO APPEAR OR ANSWER TO ANY SUMMONS, COMPLAINT, PROCESS OR
PAPERS SO SERVED WITHIN THE NUMBER OF DAYS PRESCRIBED BY LAW AFTER THE MAILING
THEREOF, BORROWER SHALL BE DEEMED IN DEFAULT AND AN ORDER AND/OR JUDGMENT MAY BE
ENTERED BY THE COURT AGAINST BORROWER AS DEMANDED OR PRAYED FOR IN SUCH SUMMONS,
COMPLAINT, PROCESS OR PAPERS. THE EXCLUSIVE CHOICE OF FORUM FOR BORROWER SET
FORTH IN THIS SECTION 11.13 SHALL NOT BE DEEMED TO PRECLUDE THE ENFORCEMENT BY
FINOVA OF ANY JUDGMENT OBTAINED IN ANY OTHER FORUM OR THE TAKING BY FINOVA OF
ANY ACTION TO ENFORCE THE SAME IN ANY OTHER APPROPRIATE JURISDICTION, AND
BORROWER HEREBY WAIVES THE RIGHT TO COLLATERALLY ATTACK ANY SUCH JUDGMENT OR
ACTION.

     11.14 FINOVA AND BORROWER ACKNOWLEDGE AND AGREE THAT ANY CONTROVERSY WHICH
MAY ARISE UNDER ANY OF THE LOAN INSTRUMENTS OR WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED THEREBY WOULD BE BASED UPON DIFFICULT AND COMPLEX ISSUES AND,
THEREFORE, THE PARTIES AGREE THAT ANY LAWSUIT ARISING OUT OF ANY SUCH
CONTROVERSY WILL BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE
SITTING WITHOUT A JURY.

     11.15 ESTOPPEL CERTIFICATE. Within 15 days after FINOVA requests Borrower
to do so, Borrower will execute and deliver to FINOVA a statement certifying (i)
that this Loan Agreement is in full force and effect and has not been modified
except as described in such statement, (ii) the date to which interest and
principal on the Notes has been paid, (iii) the Principal Balance, (iv) whether
or not to its knowledge an Incipient Default or Event of Default has occurred
and is continuing, and, if so, specifying in reasonable detail each such
Incipient Default or Event of Default of which it has knowledge, (v) whether to
its knowledge it has any defense, setoff or counterclaim to the payment of the
Note in accordance with its terms, and, if so, specifying each defense, setoff
or counterclaim of which it has knowledge in reasonable


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detail (including where applicable the amount thereof), and (vi) as to any other
matter reasonably requested by FINOVA.

     11.16 CONSEQUENTIAL DAMAGES. Neither FINOVA nor any agent or attorney of
FINOVA shall be liable to Borrower for consequential damages arising from any
breach of contract, tort or other wrong relating to the establishment,
administration or collection of Borrower's Obligations.

     11.17 COUNTERPARTS. This Loan Agreement may be executed by the parties
hereto in several counterparts and each such counterpart shall be deemed to be
an original, but all such counterparts shall together constitute one and the
same agreement.

     11.18 NO FIDUCIARY RELATIONSHIP. No provision in this Loan Agreement or in
any other Loan Instrument, and no course of dealing among the parties hereto,
shall be deemed to create any fiduciary duty by FINOVA to Borrower.

     11.19 SALE OF NOTE; PARTICIPATIONS. FINOVA may assign to one or more banks
or other Persons all or any part of, or may grant participations to one or more
banks or other Persons in, its right, title and interest in the Loan, this Loan
Agreement, the other Loan Instruments, or any of them, and to the extent of any
such assignment or participation (unless otherwise stated therein) the assignee
or participant of such assignment or participation shall have the same rights,
benefits and obligations hereunder and thereunder as FINOVA would have
hereunder.

     11.20 PUBLICITY. Borrower authorizes FINOVA to issue appropriate press
releases and to cause a tombstone to be published announcing the consummation of
this transaction and the aggregate amount thereof.


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     IN WITNESS WHEREOF, this Loan Agreement has been executed and delivered by
each of the parties hereto by a duly authorized officer of each such party on
the date first set forth above.

                              SYBRA, INC., a Michigan corporation


                              By:
                                  ------------------------------------
                                  Glen V. Freter
                                  Senior Vice President
                                  Chief Financial Officer


                              FINOVA CAPITAL CORPORATION, a
                              Delaware corporation


                              By:
                                  ------------------------------------
                              Name:
                                   -----------------------------------
                              Title:
                                    ----------------------------------