EXHIBIT 10.38


         PARTIAL TERMINATION OF MASTER LEASE AND PARTIAL MUTUAL RELEASE

     THIS PARTIAL TERMINATION OF MASTER LEASE AND PARTIAL MUTUAL RELEASE
(this "Partial Termination Agreement") is made effective and entered into as
of October 18, 2001 (the "Effective Date"), by and between SHONEY'S
PROPERTIES GROUP 5, LLC, a Delaware limited liability company ("Lessor"),
whose address is 1727 Elm Hill Pike, Nashville, Tennessee 37210, and
SHONEY'S, INC., a Tennessee corporation ("Lessee"), whose address is 1727 Elm
Hill Pike, Nashville, Tennessee 37210.

                                WITNESSETH:

     WHEREAS, Lessor is the owner of that certain real estate legally
described in Exhibit A attached hereto, together with all rights, privileges
and appurtenances associated therewith, and all buildings, fixtures and other
improvements now located thereon (the "Released Premises");

     WHEREAS, Lessor, as lessor, and Lessee, as lessee, entered into that
certain Master Lease dated as of  September 6, 2000, with respect to the
Released Premises and other properties (as amended from time to time, the
"Master Lease");

     WHEREAS, Lessor and Lessee wish to (i) execute this Partial Termination
Agreement as a result of Lessor's payoff of all amounts owed by Lessor to GE
Capital Franchise Finance Corporation, a Delaware corporation, successor by
merger to FFCA Funding Corporation ("FFC"), under that certain Promissory
Note executed by Lessor for the benefit of FFC dated as of September 6, 2000
(the "Note") and the consequential release of the Released Premises from the
provisions of the Loan Agreement between Lessor and FFC and the related Loan
Documents (as that term is defined in the Loan Agreement), and (ii) provide
for, among other things, the removal of the Released Premises, but not any
other properties, from the scope and effect of the Master Lease, effective as
of the Effective Date;

     WHEREAS, the parties intend that all of the properties subject to the
Master Lease other than the Released Premises (the "Remaining Premises") will
remain subject to the terms and provisions of the Master Lease (as the same
may be modified or amended as a result of this Partial Termination
Agreement); and

     WHEREAS, Lessor and Lessee desire to partially terminate the Master
Lease solely as to the Released Premises and all of their rights and
obligations as to the Released Premises, except as otherwise set forth in
this Partial Termination Agreement.

     NOW, THEREFORE, in consideration of the mutual agreements contained
herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Lessor and Lessee agree as
follows:

     1.  As to the Released Premises only, the Master Lease is hereby
terminated as of the Effective Date; provided, however, such partial
termination shall not be construed or interpreted as: (a) terminating,
limiting or affecting in any manner the obligations and liabilities of Lessee





pursuant to the Master Lease as to the Remaining Premises, and such
obligations under the Master Lease as to the Remaining Premises shall survive
any partial cancellations or partial termination of the Master Lease and the
Master Lease shall remain in full force and effect as to such Remaining
Premises and shall survive the execution and delivery of the instruments
contemplated by the release of the Released Premises, except that the partial
termination shall cause an adjustment in the amount of the Base Annual Rental
and Additional Rental from the amounts otherwise payable in accordance with
the terms of the Master Lease as follows: The term "Base Annual Rental" shall
mean NINE HUNDRED SIXTY-THREE THOUSAND FORTY AND NO/100 DOLLARS
($963,040.00), effective as of October 18, 2001; or (b) modifying, amending,
terminating, limiting or affecting in any manner the obligations and
liabilities of Lessee pursuant to the Master Lease as set forth in the
following Section 2.

     2.  As to the Released Premises only, Lessee hereby surrenders,
relinquishes and releases unto Lessor all of its right, title and interest in
and to the Master Lease and the Released Premises, and in consideration of
the release of the remainder of the term of the Master Lease as it pertains
to the Released Premises and other good and valuable consideration, Lessor
hereby agrees that Lessee shall be discharged, relieved and released from any
liability for rents or other charges and all other Master Lease obligations
arising and accruing with respect to the Master Lease as to the Released
Premises only from and after the Effective Date; provided, however, such
partial surrender, relinquishment, discharge and release shall not be
interpreted or construed as modifying, amending, terminating, limiting or
affecting in any manner (the "Continuing Obligations"):

          (i)  Lessee's obligations and liabilities arising under the Master
Lease which have accrued as to the Released Premises prior to the Effective
Date;

          (ii) Lessee's indemnification and hold harmless obligations to
Lessor set forth in Section 19 of the Master Lease as to the Released
Premises; and

          (iii) any obligations and liabilities of Lessee to Lessor which
have accrued prior to the Effective Date that are contained in any estoppel
certificate relating to the Released Premises delivered by Lessee to Lessor
under the Master Lease.

As to the Released Premises, Lessee shall be obligated to pay and perform all
of the Continuing Obligations in accordance with the corresponding terms and
provisions of the Master Lease.

     3.  Lessee agrees to and does hereby release and discharge Lessor, its
employees, officers, directors, shareholders, agents, representatives,
affiliates, successors and assigns, as applicable (collectively, the
"Released Parties"), from all claims, and demands of any nature (known or
unknown, matured or unmatured) whatsoever which Lessee may now have or
hereafter have or claim to have against any of the Released Parties with
respect to the Master Lease and/or the Released Premises, whether arising on,
prior to or after the Effective Date.

     4.  Pursuant to Section 1 of this Partial Termination Agreement, upon
the execution and delivery of this Partial Termination Agreement by the
parties, the parties acknowledge and



                                    2

agree that this partial termination shall have no effect on the Remaining
Premises and/or the Master Lease as it applies to such Remaining Premises and
an appropriate notation of the removal of the Released Premises shall be made
by Lessor to Exhibit A of the Master Lease and Lessee shall be deemed to
request Lessor to make such notation, deleting the Released Premises from
such Exhibit A and thereafter no further amendment, modification or change
shall be required to be made to the Master Lease.

     5.  This Partial Termination Agreement sets forth all of the terms,
conditions and understandings between Lessor and Lessee with respect to the
partial termination of the Master Lease, and there are no terms, conditions
or understandings, either oral or written, between the parties hereto with
regard to the partial termination of the Master Lease other than as set forth
herein.  No alteration, amendment, change or addition to this Partial
Termination Agreement shall be binding unless reduced to writing and signed
by all of the parties hereto.

     6.  This Partial Termination Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective successors and
assigns.

     7.  This Partial Termination Agreement may be executed in one or more
counterparts, each of which shall be deemed an original.


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     IN WITNESS WHEREOF, Lessor and Lessee have caused this Partial
Termination Agreement to be duly executed as of the Effective Date.

                                  LESSOR:

                                  SHONEY'S PROPERTIES GROUP 5, LLC, a
                                  Delaware limited liability company

                                  By: Shoney's, Inc., a Tennessee
                                      corporation, its managing member


                                  By  /s/ Jeff Hammers
                                      ---------------------------------------
                                  Printed Name Jeff Hammers
                                               ------------------------------
                                  Its  Vice President Real Estate
                                       --------------------------------------




                                  LESSEE:

                                  SHONEY'S, INC., a Tennessee corporation

                                  By  /s/ Jeff Hammers
                                      ---------------------------------------
                                  Printed Name  Jeff Hammers
                                                -----------------------------
                                  Its  Vice President Real Estate
                                       --------------------------------------









                                   4



STATE OF TENNESSEE        )
                          )ss
COUNTY OF DAVIDSON        )

     Before me, the undersigned, a Notary Public of the state and county
mentioned, personally appeared Jeff Hammers, with whom I am personally
acquainted (or proved to me on the basis of satisfactory evidence), and who,
upon oath, acknowledged himself to be the Vice President Real Estate of
Shoney's, Inc., a Tennessee corporation and the managing member of Shoney's
Properties Group 5, LLC, the within named bargainor, a Delaware limited
liability company, and that he as such Vice President Real Estate of the
managing member of Shoney's Properties Group 5, LLC, executed the foregoing
instrument for the purpose therein contained, by personally signing the name
of Shoney's Properties Group 5, LLC, by himself as Vice President Real Estate
of the managing member.

Witness my hand and seal, at office in Nashville, Tennessee this 25th day of
January, 2002.

                                        /s/ Pamela Tidwell
                                        -------------------------------------
                                        Name: Pamela Tidwell
                                              -------------------------------
                                        Notary Public

                                                       [SEAL]
My Commission Expires:  11/26/05
                        --------


STATE OF TENNESSEE        )
                          )ss
COUNTY OF DAVIDSON        )

     Before me, the undersigned, a Notary Public of the state and county
mentioned, personally appeared Jeff Hammers, with whom I am personally
acquainted (or proved to me on the basis of satisfactory evidence), and who,
upon oath, acknowledged himself to be the Vice President Real Estate of
Shoney's, Inc., the within named bargainor, a corporation, and that he as
such Vice President Real Estate, executed the foregoing instrument for the
purpose therein contained, by personally signing the name of the corporation
by himself as Vice President Real Estate.

Witness my hand and seal, at office in Nashville, Tennessee this 25th day of
January, 2002.

                                        /s/ Pamela Tidwell
                                        -------------------------------------
                                        Name: Pamela Tidwell
                                              -------------------------------
                                        Notary Public

                                                       [SEAL]
My Commission Expires: 11/26/05
                       --------







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Exhibit omitted due to immateriality.