[FRANCHISE FINANCE CORPORATION OF AMERICA Letterhead]


                                  July 25, 1997

VIA TELECOPY AND
AIRBORNE EXPRESS

Mr. James R. Arabia
Sybra, Inc.
9404 Genesee Avenue
Suite 330
La Jolla, California 92037

Dear Jim:

      Sybra, Inc. ("Borrower") has advised FFCA Acquisition Corporation ("FFCA")
that Borrower desires to obtain mortgage financing for up to twelve (12) new
Arby's restaurants (individually, a "Property" and collectively, the
"Properties") during the next twenty-four (24) months. For each Property,
Borrower desires to obtain a construction/long term mortgage loan secured by a
first lien mortgage or deed of trust, as determined by FFCA (individually, the
"Mortgage Loan" and collectively the "Mortgage Loans"). Up to one (1) of the
Mortgage Loans may involve land (the "Land") which shall be leased by Borrower
pursuant to a long term ground lease (the "Ground Lease Site") and shall be
secured by a first lien mortgage or deed of trust on the Improvements and
Borrower's leasehold interest in the Land. Each of the remaining Mortgage Loans
shall be secured by a first lien mortgage or deed of trust on the land, building
and other improvements (collectively, the "Improvements") at a Property which
shall be owned by Borrower in fee simple (individually, a "Fee Site" and
collectively, the "Fee Sites"). At the time of the final construction draw of
each Mortgage Loan, Borrower also desires to obtain an equipment loan
(individually an "Equipment Loan" and collectively, the "Equipment Loans")
secured by a first lien security interest in the new furniture, equipment and
other trade fixtures at the Property (collectively, the "Equipment").

      Upon the acceptance of this commitment letter (the "Commitment") by
Borrower, FFCA commits to make to Borrower (i) up to twelve (12) Mortgage Loans,
and (ii) up to twelve (12) Equipment Loans, all on the terms set forth in this
Commitment (individually, a "Transaction" and collectively, the "Transactions").

<PAGE>


A. Basic Commitment Terms.

Background:             This Commitment outlines certain basic terms and
                        conditions of the Transactions; however, it is not meant
                        to define all of the terms and conditions of the
                        Transactions, which will be set forth more fully in a
                        separate term sheet (the "Term Sheet") and the final
                        documentation for each Transaction. The Transactions are
                        subject to, among other things, the approval by FFCA's
                        in-house site review and valuation department of the
                        Properties and the Loan Amount (as defined below),
                        Borrower's compliance with all of the requirements set
                        forth in this Commitment and the receipt by FFCA of all
                        documents and other information reasonably requested by
                        FFCA and its counsel.

Acceptance:             Borrower may accept this Commitment by signing and
                        returning a copy of this Commitment, together with a
                        check for the Fee (as defined below), to FFCA within 10
                        days of the date hereof.

Fee:                    Borrower shall pay FFCA a $24,000.00 fee for this
                        Commitment.

Refundability of Fee:   Although the Fee shall be nonrefundable and fully earned
                        when received by FFCA, all or part of the Fee may be
                        applied to the Property Commitment Fees as described in
                        the Property Commitment Fee Section below. If Borrower
                        and FFCA are unable to agree upon loan documents for use
                        in connection with this Transaction, the Fee shall be
                        refunded to _______________________.

Loan Amount Cap:        Notwithstanding anything herein to the contrary, the sum
                        of the Loan Amount and the Equipment Loan Amount for any
                        Fee Site shall not exceed $1,000,000.00 (including
                        financed soft costs and closing costs); and the sum of
                        the Loan Amount and the Equipment Loan Amount for the
                        Ground Lease Site shall not exceed $1,000,000 minus the
                        base annual rental under the ground lease during the
                        first year of the term of the Mortgage Loan times 10
                        (including financed soft costs and closing costs).

Transaction Processing: Borrower will notify FFCA as soon as Borrower has
                        identified a Property. Such notice shall include a copy
                        of the proposed purchase agreement or ground lease, as
                        the case may be, a description of the Property,
                        including the proposed Improvements, a budget for the
                        proposed


                                       2
<PAGE>


                        Improvements, a description and cost estimate for the
                        Equipment and any other documents and information
                        available regarding the Property (the "Property
                        Notice"). Upon receipt of the Property Notice, FFCA's
                        in-house site review and inspection department will
                        inspect the Property identified by Borrower. If the
                        identified Property is approved by FFCA, FFCA will
                        prepare a Term Sheet in the form attached hereto as
                        Exhibit A outlining the specific terms and conditions
                        upon which FFCA would be willing to enter into the
                        Transaction. FFCA will not order a title insurance
                        commitment and phase I environmental report or instruct
                        its counsel to begin preparing any of the documentation,
                        until Borrower has accepted the Term Sheet and returned
                        it to FFCA.

Commitment Term:        The term of this Commitment shall commence on the date
                        this Commitment is accepted and automatically expire and
                        be of no further force or effect 24 months after the
                        date it is accepted by Borrower. Any Property Notice
                        received by FFCA after such date shall be ineffective.

Property Locations:     Each of the Properties shall be located in one of the
                        following states: (i) Florida, (ii) Michigan, (iii)
                        Pennsylvania, or (iv) Texas.

B. Basic Mortgage Loan Terms

Property Commitment     For each Transaction Borrower shall pay FFCA an
Fee:                    underwriting and processing fee equal to the sum of one
                        percent (1%) of the sum of the Loan Amount and the
                        Equipment Loan Amount. Borrower shall be entitled to a
                        $2,000.00 credit towards the Property Commitment Fee
                        owing under each Term Sheet. One-half of the balance of
                        the Property Commitment Fee shall be due upon Borrower's
                        acceptance of a Term Sheet; the balance of the Property
                        Commitment Fee shall be due at the Closing.

Documentation:          FFCA shall provide Borrower with FFCA's proposed form of
                        promissory note ("Note"), loan agreement ("Loan
                        Agreement"), mortgage or deed of trust, as determined by
                        FFCA, and security agreement (Deed of Trust"),
                        assignment of leases and rents, UCC-1 financing
                        statements and such other documents as may be reasonably
                        required by FFCA or the title company. The


                                       3
<PAGE>


                        ground lease involved in any Transaction shall be
                        satisfactory to FFCA in its sole and absolute
                        discretion.

Loan Amount:            In the case of the Mortgage Loan involving the Ground
                        Lease Site the sum of (i) the actual and reasonable cost
                        to construct the Improvements, as determined by FFCA's
                        in-house site inspection and review department, (ii) the
                        Property Commitment Fee, and (iii) such soft costs and
                        closing costs as FFCA may approve in its sole
                        discretion. In the case of a Mortgage Loan involving a
                        Fee Site, the sum of (a) the fair market value of the
                        land as determined by FFCA's in-house site inspection
                        and review department, (b) the actual and reasonable
                        cost to construct the Improvements, as determined by
                        FFCA's in-house site inspection and review department,
                        (c) the Property Commitment Fee, and (d) such soft costs
                        and closing costs as FFCA may approve in its sole
                        discretion. Loan Amounts on all of the Properties shall
                        not exceed the sum of $9,600,000.00 (inclusive of the
                        cost of the Land, the Development Price (as defined
                        below), and all financed soft costs and closing costs.

Development Price:      After Borrower purchases the Land, FFCA will fund the
                        sum of (i) the actual and reasonable hard costs incurred
                        to construct the improvements at the Property as
                        determined by FFCA's in-house site inspection and
                        valuation department and (ii) Borrower's actual and
                        reasonable out-of-pocket soft costs relating to the
                        construction of the Improvements as may be approved as
                        to category and amount by FFCA, in its sole discretion.

Basic Construction      The disbursement agreement shall provide that FFCA will
Funding Terms:          agree to fund the Development Price in progress payments
                        through the title company, and Borrower will agree to
                        complete the Improvements as provided therein.

Note Terms:             During the construction period, interest shall accrue at
                        a variable rate equal to the 30-day LIBOR Rate then in
                        effect plus 3.00%; thereafter, interest shall accrue at
                        an annual rate equal to the 10-year U.S. Treasury Note
                        Rate in effect 10 days prior to final disbursement of
                        the Development Price plus 3.00%. Principal and interest
                        shall be paid in equal monthly installments due on the
                        first day of each month based on a twenty (20) year
                        amortization schedule.


                                       4
<PAGE>


Prepayment:             Subject to the terms of the Fixed Charge Coverage
                        paragraph below, the Note may not be prepaid in whole or
                        in part during the first five years of the term of the
                        Note. Thereafter, Borrower may prepay the Note, in whole
                        but not in part, on any regularly scheduled payment
                        date; provided, however, any prepayment during the sixth
                        year of the term of the Mortgage Loan shall include a
                        prepayment premium equal to 5% of the then outstanding
                        amount of the loan; any prepayment during the seventh
                        year of the term of the Mortgage Loan shall include a
                        prepayment premium equal to 4% of the then outstanding
                        amount of the loan; any prepayment during the eighth
                        year of the term of the Mortgage Loan shall include a
                        prepayment premium equal to 3% of the then outstanding
                        amount of the loan; any prepayment during the ninth year
                        of the term of the Mortgage Loan shall include a
                        prepayment premium equal to 2% of the then outstanding
                        amount of the loan; and any prepayment during the tenth
                        year of the term of the Mortgage Loan shall include a
                        prepayment premium equal to 1% of the then outstanding
                        amount of the loan.

Fixed Charge Coverage   Prior to the securitization (as defined below) of any of
Ratio:                  the Mortgage Loans, Borrower will maintain an annual
                        fixed charge ratio, tested on a consolidated basis as to
                        all of the Properties subject to the Mortgage Loans that
                        are being securitized equal to or greater than 1.3:1
                        (the "SFCCR"). FFCA will notify Borrower as to the
                        actual date for the calculation of the SFCCR (the "SFCCR
                        Calculation Date") at least 60 days prior to the SFCCR
                        Calculation Date. The SFCCR Calculation Date shall be no
                        more than 30 days prior to the anticipated date of the
                        Securitization. In calculating the SFCCR, FFCA will use
                        actual performance data for any Properties that have
                        been operated for more than 4 months as of the SFCCR
                        Calculation Date. For any Properties that have been
                        operated for less than 4 months as of the SFCCR
                        Calculation Date, FFCA shall use pro forma data to
                        calculate the SFCCR. FFCA will not exclude from any
                        Securitization any of the fully funded Mortgage Loans in
                        FFCA's inventory if the exclusion of the Mortgage Loan
                        causes the SFCCR on the remaining Mortgage Loans to be
                        lower than 1.30:1. Furthermore, the FCCR Calculation
                        Date for any Property shall be no more than one year
                        after the date that the Mortgage Loan for such Property
                        was fully funded. The Loan


                                       5
<PAGE>


                        Documents shall further provide that after the Mortgage
                        Loan has been securitized, Borrower shall maintain an
                        annual fixed charge coverage ratio, tested on a
                        consolidated basis as to all of Borrower's Arby's
                        restaurants, equal to or greater than 1.3:1, with such
                        ratio to be calculated as of each fiscal year end of
                        Borrower ("FCCR") (any annual FCCR calculation below
                        1.3:1 shall be subject to cure, consistent with
                        provisions in the loan documents between Sybra and the
                        Atherton Group). Borrower's fiscal year 1997 year end
                        will be based on a year to date performance as there are
                        less than 12 full months of operation from April 30,
                        1997, the acquisition date of Borrower by ICH. Both the
                        SFCCR and the FCCR shall be calculated in accordance
                        with the following formula:

                        The ratio of the sum of:

                              1.    Net income according to GAAP (after income
                                    tax); plus

                              2.    Income tax; plus

                              3.    Interest expense, plus

                              4.    All non-cash charges including depreciation
                                    and amortization; plus

                              5.    All corporate and regional overhead (defined
                                    as non-store level general and
                                    administrative expense consistent with the
                                    method of accounting used for Borrower's
                                    1996 audited report, including, but not
                                    limited to, expenses related to automobiles,
                                    administrative fees, legal, accounting and
                                    other professional services, office
                                    supplies, travel and entertainment; plus

                              6.    Non-recurring expenses; minus

                              7.    A standardized management fee representing
                                    2.0% of gross sales for any 12 month period;
                                    plus

                              8.    Rent expense (defined as building and ground
                                    operating lease expense, plus percent rent,
                                    plus capitalized building lease expense (net
                                    of principal and interest), minus rent on
                                    regional and corporate offices and inactive
                                    units);


                                       6
<PAGE>


                        To the sum of:

                              1.    All corporate debt service for the period
                                    being measured (interest and required
                                    principal payments during such period); plus

                              2.    Rent expense as defined above in number 8
                                    above; plus

                              3.    Interest and required principal payments on
                                    all Capital Lease obligations during such
                                    period.

                        If Borrower does not achieve either the required SFCCR
                        or the FCCR, within 30 days following notice from FFCA,
                        Borrower shall be required to cure such failure through
                        one of the following remedies: (i) pay off the Mortgage
                        Loan(s) on the poorest performing Property or
                        Properties, (ii) prepay the Mortgage Loan(s) on the
                        poorest performing Property or Properties by an amount
                        sufficient to raise the ratio to the required level and
                        the corresponding Note or Notes shall be amended to
                        reamortize the remaining payments due thereunder, (iii)
                        substitute the poorest performing Properties with
                        similar Properties upon terms that are mutually
                        acceptable to the parties, or (iv) pay off the Notes on
                        the poorest performing Properties and enter into a
                        sale-leaseback transaction with FFCA on terms and
                        conditions that are mutually satisfactory to the
                        parties.

Closing Costs:          Borrower shall pay its attorneys' fees, the cost of
                        FFCA's in-house site inspection expenses, FFCA's
                        reasonable attorneys' fees, the cost of the phase I
                        environmental report, and all other Mortgage Loan
                        closing costs, including, without limitation, all
                        mortgage and stamp taxes, construction consultant fees,
                        soil report expenses, disbursement agent costs, survey
                        expenses, and title insurance premiums, and escrow,
                        filing and recording fees.

Basic Construction      The Loan Agreement shall provide that FFCA will agree to
Funding Terms:          fund the Loan Amount in progress payments through the
                        title company and Borrower will agree to complete the
                        Improvements as provided therein.


                                       7
<PAGE>


C. Basic Equipment Loan Terms:

Documentation:          FFCA's counsel will prepare and submit to Borrower the
                        form of equipment note (the "Equipment Note"), equipment
                        loan agreement (the "Equipment Loan Agreement"),
                        security agreement (the "Security Agreement") and UCC-1
                        Financing Statements previously agreed upon by FFCA and
                        Borrower. The Security Agreement shall grant FFCA a
                        first priority purchase money security interest in the
                        Equipment, and the Equipment Loan Agreement shall (i)
                        contain such representations, warranties, covenants and
                        agreements as are customary in loan transactions of this
                        type, and (ii) provide that Borrower will indemnify FFCA
                        against all claims, suits and costs whatsoever relating
                        to any breach of Borrower's representations and
                        warranties. At the Equipment Loan closing, Borrower
                        shall (i) provide FFCA with proof of insurance and
                        copies of all bills of sale, invoices and purchase
                        agreements relating to the Equipment, and (ii) execute
                        the Equipment Note, the Equipment Loan Agreement, the
                        Security Agreement, the UCC-1 financing statements and
                        such other documents as may be reasonably required by
                        FFCA or the title company (collectively, the "Equipment
                        Loan Documents").

Equipment               The actual and reasonable cost of the Equipment at each
Loan Amount:            Property, but in no event shall the cost of the
                        Equipment at all of the Properties exceed the sum of
                        $2,400,000.00 in the aggregate or the cost of the
                        Equipment at any Property exceed $200,000.00.

Note Terms:             Interest shall accrue at the rate per annum equal to the
                        10-year U.S. Treasury Note Rate in affect 10 days prior
                        to closing plus 3.00%. Principal and interest shall be
                        paid in equal monthly installments due on the first day
                        of each month based on a seven (7) year amortization
                        schedule.

Prepayment:             Borrower may not prepay any Note in whole or in part
                        during the first four (4) years thereof; thereafter,
                        Borrower may prepay the Note in whole only on any
                        regularly scheduled payment date; provided, however, any
                        prepayment during the fifth year of the term of the
                        Equipment Loan shall include a prepayment premium equal
                        to 3% of the then outstanding amount of the


                                       8
<PAGE>


                        Equipment Loan; any prepayment during the sixth year of
                        the term of the Equipment Loan shall include a
                        prepayment premium equal to 2% of the then outstanding
                        amount of the Equipment Loan; and any prepayment during
                        the seventh year of the term Equipment Loan shall
                        include a prepayment premium equal to 1% of the then
                        outstanding amount of the Equipment Loan.

Equipment Loan          The date of the final funding of the Loan Amount.
Closing Date:

D. Other Material Transaction Terms.

Ground Lease Approval:  Prior to the closing of any Transaction involving a
                        Ground Lease Site, FFCA's Legal Department shall have
                        received and approved the related ground lease.

Financial Statements:   Within forty-five days following the end of each quarter
                        during the Commitment Term, Borrower shall provide FFCA
                        with Borrower's financial statements for the preceding
                        quarter.

Securitization:         The Loan Documents shall provide that FFCA may, at any
                        time, sell, transfer or assign any Note, Deed of Trust
                        and any of the other Loan Documents and Equipment Loan
                        Documents, and any or all servicing rights with respect
                        thereto (each, a "Transfer"), or grant participations
                        therein (each, a "Participation"), or complete an asset
                        securitization vehicle selected by FFCA, in accordance
                        with all requirements which may be imposed by the
                        investors or the rating agencies involved in such
                        securitized financing transaction, as selected by FFCA,
                        or which may be imposed by applicable securities, tax or
                        other laws or regulations, including, without
                        limitation, laws relating to FFCA's status as a real
                        estate investment trust (each, a "Securitization").
                        Borrower agrees to reasonably cooperate in good faith
                        with FFCA in connection with any Transfer, Participation
                        and/or Securitization, including, without limitation,
                        (i) providing such documents, financial and other data,
                        and other information and materials (the "Disclosures")
                        which would typically be required with respect to
                        Borrower by a purchaser, transferee, assignee, servicer,
                        participant, investor or rating agency involved with
                        respect to such Transfer, Participation and/or the
                        Securitization, as applicable; provided, however,
                        Borrower shall not be required to make Disclosures of
                        any


                                       9
<PAGE>


                        confidential information or any information which has
                        not previously been made public unless required by
                        applicable federal or state securities laws; and (ii)
                        amending the terms of the transactions evidenced by the
                        Loan Documents to the extent necessary so as to satisfy
                        the requirements of purchasers, transferees, assignees,
                        servicers, participants, investors or selected rating
                        agencies involved in any such Transfers, Participations
                        or Securitization, so long as such amendments would not
                        have a material adverse effect upon Borrower or the
                        transactions contemplated by this Commitment or make any
                        of the mortgage and equipment loan repayment or
                        covenants more burdensome on the Borrower. Borrower
                        consents to FFCA providing the Disclosures, as well as
                        any other information which FFCA may now have or
                        hereafter acquire with respect to the Property or the
                        financial condition of Borrower, to each purchaser,
                        transferee, assignee, servicer, participant, investor or
                        rating agency involved with respect to each Transfer,
                        Participation and/or Securitization, as applicable. FFCA
                        shall pay the reasonable and customary expenses incurred
                        in connection with the performance of the obligations
                        under this Paragraph.

Cross-Default and       The Mortgage Loan Documents and Equipment Loan Documents
Cross-                  between FFCA and Borrower with respect to the Mortgage
Collateralization:      Loans and the Equipment Loans shall be cross-defaulted
                        and cross-collateralized with all other loan agreements,
                        notes, mortgages, deeds of trust and other agreements in
                        connection with the Transactions now or hereafter
                        entered into between (or, in the case of notes and
                        guaranties, in favor of) (i) FFCA, Franchise Finance
                        Corporation of America or any of its other subsidiaries
                        and affiliates, on the one hand, and (ii) Borrower, on
                        the other hand.

Contingencies:          Prior to the Closing, FFCA shall have received a
                        satisfactory post acquisition balance sheet and 1997
                        pro-forma income statement for Sybra, Inc.

E. Other Matters.

      THE FOREGOING SUMMARY OF BASIC TERMS AND CONDITIONS IS NOT MEANT TO BE NOR
SHOULD IT BE CONSTRUED AS AN ATTEMPT TO DEFINE ALL OF THE TERMS AND CONDITIONS
REGARDING THE TRANSACTIONS AND THE EQUIPMENT LOANS. INSTEAD, IT IS INTENDED ONLY
TO OUTLINE


                                       10
<PAGE>


CERTAIN BASIC POINTS OF THE BUSINESS UNDERSTANDING AROUND WHICH LEGAL
DOCUMENTATION WILL BE STRUCTURED. THE OUTLINED TERMS AND CONDITIONS ARE SUBJECT
TO FINAL DOCUMENTATION SATISFACTORY TO ALL PARTIES AND COMPLETE LEGAL REVIEW AND
APPROVAL OF ALL PERTINENT MATTERS.

      This Commitment and the Transactions and the Equipment Loans contemplated
hereby (i) shall be subject to, in FFCA's judgment, there being no adverse
material change in Borrower's financial condition, (ii) shall not be assignable
by Borrower or relied upon by any third party without the prior written consent
of FFCA, and (iii) shall be governed by the internal laws of the State of
Arizona, without giving effect to conflict of law principles. This Commitment
may be assigned by FFCA without the consent of Borrower. This Commitment (i)
supersedes any previous discussions, agreements and/or proposal/commitment
letters relating to the Transactions, and the Equipment Loans, and (ii) may only
be amended by a written agreement executed by FFCA and Borrower. FFCA reserves
the right to cancel this Commitment in the event Borrower has made any
misrepresentations or has withheld any information with regard to the
Transactions.

      ANY ACTION ARISING OUT OF THIS COMMITMENT SHALL BE PROSECUTED ONLY IN THE
STATE OR FEDERAL COURTS LOCATED IN THE STATE OF ARIZONA. FFCA AND BORROWER
WAIVES ANY RIGHT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION ARISING
OUT OF THIS COMMITMENT. BORROWER WAIVES ANY RIGHT BORROWER HAS OR MAY HAVE TO
SEEK OR RECOVER FROM FFCA OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS AND
EMPLOYEES ANY AWARD OF SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES IN
CONNECTION WITH ANY DEFAULT BY FFCA UNDER THIS COMMITMENT.

      Please indicate your acceptance of this Commitment by having a copy of
this Commitment signed and returned to FFCA to the attention of Maggie Craft,
FFCA Acquisition Corporation, 17207 North Perimeter Drive, Scottsdale, Arizona
85255, together with a check in the sum of $24,000.00 payable to "FFCA
Acquisition Corporation", within ten (10) days from the date hereof or this
Commitment will automatically expire.

                                          FFCA Acquisition Corporation,
                                          a Delaware corporation


                                          /s/ Rob Roach
                                          Rob Roach
                                          Senior Vice President
                                          Corporate Finance


                                       11
<PAGE>


cc: Mr. Charles Hyslop

ACCEPTED AND AGREED TO on this 1st day of August, 1997.

Sybra, Inc.,
a Michigan corporation

By /s/ James R. Arabia
   -------------------
Printed Name James R. Arabia
Title Chairman

<PAGE>


                                    EXHIBIT A
                                    ---------

                                   TERM SHEET
                                   ----------

      This Term Sheet is subject to the terms and conditions of that certain
commitment letter dated July 15, 1997, between FFCA Acquisition Corporation
("FFCA"), as lender, and Sybra, Inc. ("Borrower"), as borrower (the "Commitment
Letter"). In the event of any conflict between the provisions of the Commitment
Letter and the terms of this Term Sheet, the terms of the Commitment Letter
shall prevail. Any capitalized terms used herein without definition shall have
the same meaning given in the Commitment Letter.

Date:
                                          --------------------------------------
Lender:                                   FFCA.

Borrower:                                 Borrower.

Property Location:
                                          --------------------------------------
FFCA Store Number:
                                          --------------------------------------
Property Legal Description:               See attached Exhibit "A"

Property Type:                            Fee Site      Ground Lease Site
                                                  ----                   ----
Loan Amount:
                                          --------------------------------------
Property Commitment Fee:
                                          --------------------------------------

Interest Rate:                            During the construction period,
                                          interest shall accrue at a variable
                                          rate equal to the 30-day LIBOR Rate
                                          then in effect plus 3.00%; thereafter,
                                          interest shall accrue at an annual
                                          rate equal to the 10-year U.S.
                                          Treasury Note Rate in effect 10 days
                                          prior to final disbursement of the
                                          Development Price plus 3.00%.
                                          Principal and interest shall be paid
                                          in equal monthly installments due on
                                          the first day of each month based on a
                                          twenty (20) year amortization
                                          schedule.

Equipment Loan Amount:
                                          --------------------------------------

Interest Rate:                            Interest shall accrue at an annual
                                          rate equal to the 10-year U.S.
                                          Treasury Note Rate in effect 10 days
                                          prior to final disbursement of the
                                          Development Price plus 3.00%.
                                          Principal and interest shall be paid
                                          in equal monthly installments due on
                                          the first day of each month based on a
                                          seven (7) year amortization schedule.

<PAGE>


      It is expressly acknowledged that the Transaction is subject to Borrower
satisfying all of the conditions and requirements contained in the Commitment
Letter.

ACCEPTED AND AGREED TO this _ day of _______________________, 1997.

FFCA:                                    BORROWER:

FFCA ACQUISITION CORPORATION,            SYBRA, INC.
a Delaware corporation                   a Michigan corporation

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