EXHIBIT 10.47

                      ASSET PURCHASE AND SALE OF AGREEMENT
                      AND ESCROW INSTRUCTIONS ("Agreement")


                                CHI-CHI's, INC.,
                             a Delaware corporation,
                      formerly known as Chi-Chi's USA, Inc.

                                    "Seller"


                        SHELLS SEAFOOD RESTAURANTS, INC.,
                             a Delaware corporation

                                     "Buyer"

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                              TABLE OF CONTENTS                      PAGE
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1.   PURCHASE AND SALE OF FEE PROPERTIES AND SUBLEASE OF
     PREMISES..........................................................2
     1.1 Purchase and Sale of Assets ................................. 2
     1.2 No Transfer of Trade Name.....................................3
     1.3 Subleases.................................................... 3

2.   OPENING OF ESCROW; CLOSING DATE...................................3
     2.1 Opening of Escrow.............................................3
     2.2 Closing Dates.................................................3

3.   PAYMENT OF PURCHASE PRICE.........................................4
     3.1 Amount of Purchase Price......................................4
     3.2 Deposit.......................................................4
     3.3 Balance of Purchase Price.....................................5
     3.4 Allocation of Purchase Price..................................5

4.   DELIVERY OF FUNDS AND DOCUMENTS BY SELLER AND BUYER...............6
     4.1 Buyer.........................................................6
     4.2 Seller........................................................6

5.   TITLE MATTERS.....................................................8
     5.1 Approval of Title.............................................8
     5.2 Title Policies................................................9

6.   INSPECTION AND REVIEW PERIOD......................................9
     6.1 Inspection Date...............................................9
     6.2 Scope of Inspection...........................................9
     6.3 Review of Documents..........................................10
     6.4 Entry for Inspection.........................................10
     6.5 Approval of Due Diligence Matters ...........................11
     6.6 Confidentiality..............................................11
     6.7 Liens........................................................11
     6.8 Indemnity....................................................12
     6.9 Approval of Licenses and Permits.............................12
     6.10 Buyer's Objection and Cure Procedure........................12

7.   CONDITIONS PRECEDENT TO CLOSE OF ESCROW..........................13
     7.1 Conditions to Buyer's Obligations............................13
     7.2 Conditions to Seller's Obligations...........................14
     7.3 Woodridge Premises Contingency...............................16
     7.4 Springfield Property Contingency.............................16
     7.5 Covenant of Seller and Buyer.................................18
     7.6  Waiver......................................................18
     7.7 Failure of Conditions .......................................18

8.   REPRESENTATIONS, WARRANTIES AND DISCLOSURES......................18

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     8.1 Representations and Warranties by Buyer......................18
     8.2 Representations and Warranties by Seller.....................19
     8.3 "AS-IS" Acceptance of Fee Properties and Premises; Buyer's 
         Disclaimer...................................................21
     8.4 Indemnification..............................................22
     8.5 Buyer's Release of Seller....................................22
     8.6 Survival.....................................................23
 
9.   ESCROW PROVISIONS................................................23
     9.1 Supplemental Escrow Instructions..............................23
     9.2 General Escrow Provisions....................................23
     9.3 Prorations...................................................23
     9.4 Payment of Costs.............................................24
     9.5 Payment of Sales Taxes.......................................25
     9.6 Cancellation of Escrow.......................................25
     9.7 Information Report...........................................25

10.  BROKERAGE COMMISSIONS............................................26

11.  DAMAGE, DESTRUCTION AND CONDEMNATION.............................26
     11.1 Risk of Physical Loss.......................................26
     11.2 Condemnation................................................27

12.  POSSESSION; DEFAULT..............................................28
     12.1 Possession..................................................28
     12.2 Utilities...................................................28
     12.3 LIQUIDATED DAMAGES..........................................28
     12.4 Seller's Default............................................28

13.  MISCELLANEOUS....................................................29
     13.1 Assignment..................................................29
     13.2 Successors and Assigns......................................29
     13.3 Time of Essence.............................................29
     13.4 Time Period Computations ...................................29
     13.5 Attorneys' Fees.............................................29
     13.6 Interpretation; Governing Law...............................29
     13.7 No Waiver...................................................29
     13.8 Modifications...............................................30
     13.9 Severability................................................30
     13.10 Headings...................................................30
     13.11 Merger of Prior Agreements and Understandings..............30
     13.12 Execution in Counterpart ..................................30
     13.13 Survival...................................................30
     13.14 Notices....................................................30
     13.15 No Response to Request for Consent ........................31
     13.16 Exhibits...................................................31


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                       SCHEDULE OF EXHIBITS AND SCHEDULES

I.   EXHIBITS

     EXHIBIT "A-1" LEGAL DESCRIPTION OF DEERFIELD PROPERTY

     EXHIBIT "A-2" LEGAL DESCRIPTION OF BLOOMINGTON PROPERTY

     EXHIBIT "A-3" LEGAL DESCRIPTION OF SPRINGFIELD PROPERTY

     EXHIBIT "B-1" DESCRIPTION OF STREAMWOOD PREMISES

     EXHIBIT "B-2" DESCRIPTION OF OAKBROOK TERRACE PREMISES

     EXHIBIT "B-3" DESCRIPTION OF WOODRIDGE PREMISES

     EXHIBIT "B-4" DESCRIPTION OF CARPENTERSVILLE PREMISES

     EXHIBIT "C-1" LEASE AND RELATED DOCUMENTS STREAMWOOD PREMISES

     EXHIBIT "C-2" LEASE AND RELATED DOCUMENTS STREAMWOOD PREMISES

     EXHIBIT "C-3" LEASE AGREEMENTS AND RELATED DOCUMENTS WOODRIDGE PREMISES

     EXHIBIT "C-4" LEASE AGREEMENTS AND RELATED DOCUMENTS CARPENTERSVILLE
                   PREMISES

     EXHIBIT "D" FORM SUBLEASE AGREEMENT

     EXHIBIT "E" ASSIGNMENT OF CONTRACTS

     EXHIBIT "F" DEED

     EXHIBIT "G" BILL OF SALE

     EXHIBIT "H-1" LANDLORD CONSENT

     EXHIBIT "H-2" LANDLORD CONSENT

     EXHIBIT "H-3" LANDLORD CONSENT

     EXHIBIT "H-4" LANDLORD CONSENT

     EXHIBIT "I" NON-FOREIGN AFFIDAVIT


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II.  SCHEDULES

     SCHEDULE 1.1A PERSONAL PROPERTY INVENTORY: DEERFIELD PROPERTY

     SCHEDULE 1.lB PERSONAL PROPERTY INVENTORY: BLOOMINGTON PROPERTY

     SCHEDULE 1.lC PERSONAL PROPERTY INVENTORY: SPRINGFIELD PROPERTY

     SCHEDULE 1.1D PERSONAL PROPERTY INVENTORY: STREAMWOOD PREMISES

     SCHEDULE 1.1E PERSONAL PROPERTY INVENTORY: OAKBROOK TERRACE PREMISES

     SCHEDULE 1.lF PERSONAL PROPERTY INVENTORY: WOODRIDGE PREMISES

     SCHEDULE 1.1G PERSONAL PROPERTY INVENTORY: CARPENTERSVILLE PREMISES

     SCHEDULE 1.1(b)(iii) LEASED EQUIPMENT

     SCHEDULE 2.2 CLOSING SCHEDULE

     SCHEDULE 3.4A ALLOCATION OF PURCHASE PRICE: DEERFIELD PROPERTY

     SCHEDULE 3.4B ALLOCATION OF PURCHASE PRICE: BLOOMINGTON PROPERTY

     SCHEDULE 3.4C ALLOCATION OF PURCHASE PRICE: SPRINGFIELD PROPERTY

     SCHEDULE 3.4D ALLOCATION OF PURCHASE PRICE: OAKBROOK TERRACE PREMISES

     SCHEDULE 6.9 GOVERNMENTAL PERMITS

     SCHEDULE 8.2(f) CONDEMNATION PROCEEDINGS

     SCHEDULE 8.2(g) CONTRACTS TO SURVIVE ESCROW

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            ASSET PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS

                                                          Escrow No. 8306056-M19

                                 Date of Opening
                                 of Escrow: March 12, 1998

To: Chicago Title Company, National Accounts
    ("Escrow Holder")
    16969 Von Karman Avenue, Suite 200
    Irvine, California 92606
    Attention: Lorri Beasley, Escrow Officer


     THIS ASSET PURCHASE AND SALE OF AGREEMENT AND ESCROW INSTRUCTIONS
("Agreement") is made this 12th day of March, 1998, by and between CHI-CHI's,
INC., a Delaware corporation, formerly known as Chi-Chi's USA, Inc. ("Seller"),
and SHELLS SEAFOOD RESTAURANTS, INC., a Delaware corporation ("Buyer").

                                    RECITALS:

     A. Seller is the owner of fee title to that certain real property located
in the City of Deerfield, County of Lake, State of Illinois, more particuLarly
described on EXHIBIT "A-1" attached hereto ("Deerfield Property"); and that
certain real property located in the City of Bloomington, County of McLean,
State of Illinois, more particularly described on EXHIBIT "A-2" attached hereto
("Bloomington Property").

     B. Seller is the lessee of the real property and improvements located in
the City of Springfield, County of Sangamon, State of Illinois, more
particularly described on EXHIBIT "A-3" attached hereto ("Springfield
Property"). Seller is currently in negotiations with the fee owner of the
Springfield Property for the termination of the lease with respect to the
Springfield Property ("Springfield Lease") and for the acquisition of fee title
to the Springfield Property.

     C. The Deerfield Property, the Bloomington Property and the Springfield
Property, together with all improvements, buildings, structures and fixtures
constructed on each such property shall be collectively referred to herein as
the "Fee Properties".

     D. Seller is the lessee of: (i) the real property and improvements commonly
known as 948 South Barrington Road, Streamwood, Illinois, more particularly
described on EXHIBIT "B-1" attached hereto (the "Streamwood Premises"); (ii) the
real property and improvements commonly known as 17 West 744 22nd Street,
Oakbrook Terrace, Illinois, more particularly described on EXHIBIT "B-2"
attached hereto ("Oakbrook Terrace Premises"); (iii) the real property and
improvements commonly known as 1001 75th Street, Woodridge, Illinois, more
particularly described on EXHIBIT "B-3" attached hereto ("Woodridge Premises");
and (iv) the real property and improvements commonly known as 113 South Western
Avenue,


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Carpentersville, Illinois, more particularly described on EXHIBIT "B-4" attached
hereto ("Carpentersville Premises"). The Streamwood Premises, the Oakbrook
Terrace Premises, the Woodridge Premises and the Carpentersville Premises shall
be collectively referred to herein as "the Premises."

     E. Seller's leasehold interest in the Streamwood Premises exists as a
result of the lease and related documents listed on EXHIBIT "C-1" attached
hereto (the "Streamwood Lease"); Seller's leasehold interest in the Oakbrook
Terrace Premises exists as a result of the lease and related documents listed on
EXHIBIT "C-2" attached hereto (the "Oakbrook Terrace Lease"); Seller's leasehold
interest in the Woodridge Premises exists as a result of the lease and related
documents listed on EXHIBIT "C-3" attached hereto (the "Woodridge Lease"); and
Seller's leasehold interest in the Carpentersville Premises exists as a result
of the lease and related documents listed on EXHIBIT "C-4" attached hereto (the
"Carpentersville Lease"). All of the above-referenced documents listed in
EXHIBITS "C-1", "C-2", "C-3" AND "C-4" are hereinafter collectively referred to
as the "Leases" or "the Lease Documents".

     F. Seller currently operates restaurants on the Fee Properties and the
Premises (collectively, the "Restaurants") under the trade name "Chi-Chi's" (the
"Trade Name"). Seller's right to use and operate the Restaurants as "Chi-Chi's"
is not being transferred to Buyer and Buyer shall acquire no right or interest
in such Trade Name.

     G. Seller desires to (i) sell the Fee Properties to Buyer; (ii) sublease
the Premises to Buyer (iii) sell the Personal Property (as defined herein) to
Buyer; and (iv) transfer operation of the Restaurants to Buyer, and Buyer has
agreed to the same upon the terms and conditions contained herein.

     NOW, THEREFORE, the parties hereto agree as follows:

                              TERMS AND CONDITIONS

1. PURCHASE AND SALE OF FEE PROPERTIES AND SUBLEASE OF PREMISES.

     1.1 PURCHASE AND SALE OF ASSETS. Subject to all of the terms, conditions
and provisions of this Agreement, and for the consideration herein set forth,
Seller hereby agrees to sell and Buyer hereby agrees to purchase the following
(collectively, the "Assets"):

          (a) Seller's fee ownership interest in and to the Fee Properties,
     together with all buildings, improvements, equipment and fixtures located
     thereon, and all right, title and interest of Seller in and to any
     easements, rights of way and other appurtenances thereto pertaining to or
     benefiting such Properties, including, without limitation, all air rights,
     subsurface rights, water rights, wells and appurtenant development rights,
     and all tangible personal property used in the operation, maintenance or
     repair of any such Properties.

          (b) All furniture, personal property, machinery, apparatus and
     equipment and currently located on the Fee Properties and the Premises
     (collectively, the "Personal
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     Property"). Personal Property shall be delivered in the same condition
     existing on the date of this Agreement, reasonable wear and tear excepted.
     The Personal Property does not include: (i) any personal property or
     equipment marked or identified with Seller's logo or trademark (provided
     that with respect to signage, Seller shall remove only the actual signs and
     shall not remove sign poles or monuments); (ii) all pots, pans, tableware,
     glasses and kitchen utensils located in the Premises ("Smallwares"); (iii)
     any equipment, furniture or fixtures, currently being leased by Seller, as
     identified on Schedule 1.1(b)(iii) hereto, and Buyer shall acquire no
     right, title, or interest in such leased equipment under this Agreement; or
     (iv) any point of sale equipment. An inventory of the Personal Property and
     leased equipment shall be approved by Buyer and Seller and attached hereto
     as SCHEDULE 1.1 and SCHEDULE 1.1(b)(iii) respectively within thirty (30)
     days from the date of this Agreement.

          (c) All licenses, certificates of occupancy, approvals,
     qualifications, consents, authorizations and permits owned or held by, or
     granted to, Seller, involved in the operating of each Fee Property and the
     Premises as restaurants, other than those which by law or pursuant to their
     terms are not assignable or otherwise transferable to Buyer.

     1.2 NO TRANSFER OF TRADE NAME. The "Chi-Chi's" Trade Name shall not be sold
or transferred to Buyer pursuant to this Agreement and Buyer shall acquire no
right, title or interest therein.

     1.3 SUBLEASES. Buyer and Seller shall enter into separate subleases in the
form attached hereto as EXHIBIT "D" for the Streamwood Premises, the Oakbrook
Terrace Premises, the Woodridge Premises and the Carpentersville Premises
(collectively, the "Subleases") effective upon the Close of Escrow for each such
Premises.

2. OPENING OF ESCROW: CLOSING DATE.

     2.1 OPENING OF ESCROW. Within two (2) business days after the execution of
this Agreement by Buyer and Seller, the parties shall open an escrow ("Escrow")
with the Escrow Holder by causing an executed copy of this Agreement to be
deposited with Escrow Holder. Escrow shall be deemed open on the date that a
fully executed copy of this Agreement is delivered to Escrow Holder ("Opening of
Escrow").

     2.2 CLOSING DATES. After satisfaction or waiver of all conditions set forth
in Sections 7.1 and 7.2 below, the parties agree that the Close of Escrow shall
occur in a series of four (4) separate Closings. Each Closing shall transfer two
(2) of the Restaurants at a time, in the order specified on the SCHEDULE 2.2
attached hereto and incorporated by reference ("Closing Schedule"). The first
Closing shall occur not later than ten (10) business days following
satisfaction, deemed satisfaction or written waiver of the conditions set forth
in Sections 7.1 and 7.2 (the "Contingency Satisfaction Date"), and each
subsequent Closing shall Occur at successive thirty (30) day intervals
thereafter, as more particularly set forth on the Closing Schedule (the date
for each respective Closing, as set forth on the Closing Schedule may be
referred to as a "Closing Date"); provided, however, that in the event any
particular Closing would occur on a weekend or Federal or Illinois State
holiday, such Closing shall occur on the

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next succeeding business day. In the event that the Woodridge Premises is not
part of this transaction as set forth in Section 7.3 below and/or the
Springfield Property is not part of this transaction as set forth in Section 7.4
below, the Closing Schedule shall be modified in accordance with the mutual
agreement between the parties, but in no event shall there be more than thirty
(30) days between any Closing, nor shall any Closing involve less than two (2)
of the Restaurants, except for the final Closing. Notwithstanding the foregoing,
the Closing Date for the Springfield Property may be extended as provided in
Section 7.4 below. Buyer shall have the right, upon thirty (30) days' prior
written notice to Seller, to accelerate the Closing Schedule on any of the Fee
Properties or Premises (with the exception of the Springfield Property which
shall be governed by Section 7.4 below), and to Close Escrow with respect to
more than two (2) Fee Properties or Premises at any particular Closing. The
terms "Close of Escrow", and/or the "Closing" are used herein to mean the time
the Deed is recorded in the applicable County Recorder's Office in the State of
Illinois with respect to the Fee Properties and the date of delivery of
documents through Escrow and delivery of possession of the Premises to Buyer
with respect to the Subleases. Upon the Contingency Satisfaction Date, Buyer and
Seller shall be obligated to proceed with each of the remaining Closings for
each of the remaining Restaurants without contingency, except with respect to
the contingency set forth in Section 7.3 relating to the Woodridge Premises and
with respect to the contingency set forth in Section 7.4 relating to the
Springfield Property. If the first Closing shall not have occurred on or before
July 24, 1998 (the "Outside Closing Date"), the Escrow and this Agreement shall
terminate without prejudice to the rights of either party with respect to any
breach or default by the other party under this Agreement.

3. PAYMENT OF PURCHASE PRICE.

     3.1 AMOUNT OF PURCHASE PRICE. The total consideration which Seller agrees
to accept and Buyer agrees to deliver for the purchase of the Assets and
execution of the Subleases is the sum of THREE MILLION ONE HUNDRED THOUSAND
DOLLARS ($3,100,000.00) (the "Purchase Price"), subject to adjustment in
accordance with Section 7.4 below. Notwithstanding the foregoing, if Buyer shall
elect to Close for some, but not all, of the Fee Properties and/or the Premises
in accordance with a specific right of election set forth in this Agreement, the
Purchase Price shall be reduced by that portion of the Purchase Price allocated
to the Fee Property and/or the Premises for which Buyer has elected not to
Close.

     3.2 DEPOSIT. Concurrently with the Opening of Escrow, Buyer shall deposit
the sum of FIFTY THOUSAND DOLLARS ($50,000.00) with the Escrow Holder by wire
transfer or cashier's check. Unless Buyer shall have terminated this Agreement
by delivery of written notice to Seller and Escrow Holder pursuant to a right of
termination in Buyer's favor set forth in this Agreement, Buyer shall deposit
the additional sum of ONE HUNDRED THOUSAND DOLLARS ($100,000.00) with Escrow
Holder in immediately available funds on or before the date which is sixty (60)
days from the date of this Agreement. In the event that Seller has terminated
this Agreement with respect to the Deerfield Property and the Bloomington
Property pursuant to the provisions of Section 7.2(h) below, Buyer shall not be
required to deposit the additional ONE HUNDRED THOUSAND DOLLARS ($100,000.00)
as provided in the immediately preceding sentence. In the event that Seller
has terminated this Agreement with respect to either the Deerfield Property or
Bloomington Property, but not both, pursuant to the

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provisions of Section 7.2(h) below, Buyer shall deposit the additional sum of
FIFTY THOUSAND DOLLARS ($50,000.00) with Escrow Holder in immediately available
funds on or before the date which is sixty (60) days from the date of this
Agreement in lieu of Buyer's deposit of the additional One Hundred Thousand
Dollars ($100,000.00). The foregoing amounts held by Escrow Holder are
hereinafter referred to as the "Deposit." Deposit shall be held in an interest
bearing account, with interest being added to the Deposit. The Deposit shall
either: (i) be applied to the Purchase Price at Closing as provided below; (ii)
be retained by Seller as liquidated damages in accordance with Section 12.3
pursuant to the provisions thereof; or (iii) be returned to Buyer in the event
that Escrow has expired and/or been terminated as to all of the Fee Properties
and Premises as provided in this Agreement and the Deposit is not retained by
Seller pursuant to clause (ii) above. Provided that the entire One Hundred Fifty
Thousand Dollar ($150,000.00) Deposit has been made, Fifty Thousand Dollars
($50,000.00) of the Deposit shall be applied to the Purchase Price payable in
connection with the first Closing. The second Fifty Thousand Dollars
($50,000.00) of the Deposit shall be applied to the Purchase Price payable in
connection with the second Closing. The remaining Fifty Thousand Dollars
($50,000.00) of the Deposit shall remain in Escrow until the Closing of the last
of the Fee Properties and/or Premises to be transferred to Buyer pursuant hereto
and shall be applied to the Purchase Price allocable thereto; provided, however,
that in the event that the final Closing has not occurred by the expiration of
the Seller's Extension of the Springfield Closing Date as provided in Section
7.4 below, the remaining Deposit shall be returned to Buyer, provided further
that such return shall not otherwise affect the validity and continued
effectiveness of this Agreement with respect to the Springfield Property. In the
event that only One Hundred Thousand Dollars ($100,000.00) of the Deposit is
made pursuant to the provisions of this Section, Fifty Thousand Dollars
($50,000.00) of the Deposit shall be applied to the Purchase Price payable in
connection with the Closing of the Oakbrook Terrace Premises, and the remaining
Fifty Thousand Dollars ($50,000.00) of the Deposit will remain in Escrow until
the Closing of the last of the Fee Properties and/or Premises as provided above.
In the event that only Fifty Thousand Dollars ($50,000.00) of the Deposit is
made pursuant to the provisions of this Section, such Deposit shall remain in
Escrow until the Closing of the last of the Fee Properties and/or Premises as
provided above. All interest on funds held in Escrow (including funds remaining
after each Closing as set forth in the Closing Schedule) shall accrue in favor
of Buyer. Escrow Holder shall invest such funds in accordance with the
directions of Buyer; provided such investment is reasonably acceptable to Escrow
Holder.

     3.3 BALANCE OF PURCHASE PRICE. On or before the Closing Date for each
respective Fee Property and/or Premises, Buyer shall deliver to Escrow an amount
equal to the total Purchase Price allocable to the Fee Properties and/or
Premises for such respective Closing as set forth on SCHEDULE 2.2, plus an
amount estimated to be sufficient funds to pay for Buyer's share of prorations
and closing costs. As used in this Agreement, "Good Funds" means immediately
available funds including cash or wire transfer of funds. Upon each Closing for
the Restaurants set forth in the Closing Schedule, Escrow Holder shall disburse
to Seller that Portion of the Purchase Price allocated to each Fee Property
and/or Premises as provided in the Allocation of Purchase Price (as defined in
Section 3.4 below) subject to adjustment for closing Costs and prorations for
the applicable Closing.

     3.4 ALLOCATION OF PURCHASE PRICE. Attached hereto as SCHEDULES 3.4A, 3.4B,
3.4C AND 3.4D is the form Allocation of the Purchase Price for the sale or
sublease of each Restaurant

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as such may be required by Section 1060 of the Internal Revenue Code of 1986 and
the treasury regulations promulgated thereunder. Buyer and Seller shall agree on
the allocation of the Purchase Price for each of the Fee Properties and the
Premises and shall complete the Allocation of Purchase Price for each such Fee
Property and Premises and attach the completed form to this Agreement and
deliver the completed forms of Allocation of Purchase Price to Escrow Holder on
or before the expiration of the Inspection Period. Each party shall prepare IRS
Form 8594 reflecting the allocation of the Purchase Price with respect to the
purchase of each of the Fee Properties and the Premises, and shall deliver
copies thereof to Escrow Holder on or before the applicable Closing as provided
in the Closing Schedule.

4. DELIVERY OF FUNDS AND DOCUMENTS BY SELLER AND BUYER.

     4.1 BUYER. Buyer agrees that on or :before the business day preceding the
first Closing as described in the Closing Schedule, Buyer will deposit with
Escrow Holder all additional documents (executed and acknowledged, if
appropriate) which are necessary for Escrow Holder and/or Buyer as applicable,
to comply with the terms of this Agreement, including without limitation, the
following:

          (a) Two (2) originals of a completed IRS Form 8594.

          (b) Four (4) fully executed originals of the Subleases for each of the
     four (4) Premises.

          (c) With respect to the Closing for the Woodridge Premises, on or
     before the business day preceding the Woodridge Premises Closing, four (4)
     fully executed counterpart originals of any lease amendment documents with
     respect to the Woodridge Lease which are to be executed and delivered
     through Escrow pursuant to Section 7.3 below (the "Woodridge Lease
     Amendment").

          (d) Any and all additional instruments, or other documents from Buyer
     (executed and acknowledged if appropriate) expressly or implicitly required
     by this Agreement.

          (e) Three (3) fully executed counterpart originals of an Assignment of
     Contracts, Permits, Licenses, Warranties and Guaranties in the form
     attached hereto as EXHIBIT "E" (the "Assignment of Contracts") with respect
     to each of the Fee Properties and the Premises.

          (f) Three (3) fully executed counterpart originals of a Memorandum of
     Sublease with respect to each of the Subleases in recordable form
     reasonably acceptable to Seller and Buyer (the "Memorandum of Subleases").

     4.2 SELLER. Seller agrees that on or before the business day preceding the
first Closing as set forth in the Closing Schedule, Seller will deposit with
Escrow Holder such funds and other items and instruments (executed and
acknowledged, if appropriate) which are necessary


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in order for the Escrow Holder to comply with the terms of this Agreement,
including without limitation, the following:

          (a) One (1) original grant deed for each of the Fee Properties
     conveying fee title thereto to Buyer in the form attached hereto as
     EXHIBIT "F" ("Deeds").

          (b) Four (4) fully executed originals of the Subleases for each of the
     four (4) Premises.

          (c) An original fully executed Bill of Sale (the "Bill of Sale")
     conveying the Personal Property for each of the Fee Properties and the
     Premises in the form of EXHIBIT "G" attached hereto.

          (d) Four (4) fully executed Landlord Consents for each of the
     Subleases (the "Landlord Consents") in the general form attached hereto as
     EXHIBITS "H-1", "H-2", "H-3" AND "H-4", subject to reasonable modification
     by the landlord under each of the Leases; provided, however, such Landlord
     Consents shall in any event contain a consent to each of the Subleases and
     shall not increase the burdens imposed upon Buyer nor shall it modify the
     terms of the Leases or the Subleases without the prior written consent of
     Buyer. Seller agrees to use its reasonable commercial efforts to procure
     all of the Landlord Consents; provided, however, Seller shall not be
     obligated to pay any fee or charge to the Landlord under the Leases in
     connection with obtaining such documents, except that Seller shall pay any
     fee or charge specifically provided in the Leases required for the review
     of the proposed Subleases.

          (e) With respect to the Closing for the Woodridge Premises, on or
     before the business day preceding the Woodridge Premises Closing, four (4)
     fully executed counterpart originals of the Woodridge Lease Amendment, if
     applicable.

          (f) A Non-Foreign Affidavit in the form attached hereto as EXHIBIT "I"
     with respect to each of the Fee Properties.

          (g) Three (3) fully executed counterpart originals of the Assignment
     of Contracts with respect to each of the Fee Properties and the Premises.

          (h) Three (3) fully executed counterpart originals of the Memorandum
     of Subleases for each of the Subleases. Seller shall use its commercially
     reasonable efforts to obtain and deliver a recordable Memorandum of Lease
     with respect to any of the Leases for which a Memorandum of Lease does not
     currently exist of record; provided, however, Seller shall not be required
     to pay any fee or charge with respect to obtaining such Memorandum of
     Lease. Seller's failure to obtain a Memorandum of Lease shall not
     constitute a condition to the Buyer's obligations under this Agreement.

          (i) Any and all additional instruments or documents from the Seller
     (executed and acknowledged if appropriate) expressed or implicitly required
     by this Agreement or otherwise necessary to complete the transactions
     contemplated hereby.

                                      -7-


<PAGE>


5. TITLE MATTERS.

     5.1 APPROVAL OF TITLE.

          (a) As soon as possible following execution of this Agreement, Seller
     shall cause Chicago Title Company (National Accounts) (the "Title
     Company"), to deliver to Buyer preliminary title reports describing the
     state of title of each of the Fee Properties and the Premises, together
     with copies of all documents listed as exceptions therein (the "Preliminary
     Title Reports"). Buyer shall review the Preliminary Title Reports and
     notify Seller in writing ("Buyer's Title Notice") of Buyer's approval of
     all matters contained in the Preliminary Title Reports or of any objections
     Buyer may have to title exceptions or other matters ("Disapproved
     Exceptions") contained in the Preliminary Title Reports within the later
     of: (i) twenty (20) days after Buyer's receipt of the Preliminary Title
     Reports; (ii) twenty (20) days after the date of this Agreement; or (iii)
     only with respect to any survey exceptions, five (5) business days after
     Buyer's receipt of surveys if Buyer elects to obtain surveys, provided that
     such extension shall not exceed sixty (60) days from the date of this
     Agreement. If Buyer fails to deliver Buyer's Title Notice within said
     twenty (20) day period (or such extended period for survey exceptions),
     Buyer shall be conclusively deemed to have approved the Preliminary Title
     Reports and all matters shown therein.

          (b) In the event Buyer delivers Buyer's Title Notice within said
     period, Seller shall have a period of ten (10) days after receipt of
     Buyer's Title Notice in which to notify Buyer of Seller's election to
     either (i) agree to attempt to remove the Disapproved Exceptions prior to
     the Close of Escrow; or (ii) decline to remove any such Disapproved
     Exceptions ("Seller's Notice"). Seller's failure to deliver Seller's Notice
     within said ten (10) day period shall be deemed Seller's election to
     decline to remove the Disapproved Exceptions. Notwithstanding anything to
     the contrary contained herein, subject to Seller's contingency set forth in
     Section 7.2(h) below, Seller shall remove any Disapproved Exceptions
     consisting of monetary liens and encumbrances such as mortgages, deeds of
     trust, judgment liens and mechanic's liens; provided, however, that with
     respect to the Premises, Seller shall only be obligated to remove such
     liens and encumbrances with respect to Seller's leasehold estate, and not
     the Landlord's fee interest. If Seller notifies Buyer of its election to
     decline to remove the Disapproved Exceptions, or if Seller is deemed to
     have elected to decline to remove the Disapproved Exceptions, Buyer may
     elect either to (i) terminate this Agreement and the Escrow with respect to
     the disapproved Fee Property and/or Premises, in which event this Agreement
     shall continue for all other Fee Properties and Premises with an
     appropriate adjustment to the Purchase Price, if, any; or (ii) to accept
     title to the Fee Properties and/or Premises subject to the Disapproved
     Exception(s). Buyer shall exercise such election by delivery of written
     notice to Seller and Escrow Holder within ten (10) days following the date
     Seller declines or is deemed to have declined to remove such Disapproved
     Exception(s). If Buyer fails to deliver said written notice of termination
     of this Agreement and the Escrow with respect to the Fee properties and/or
     Premises in question within said ten (10) day period, Buyer's disapproval
     of the Disapproved Exception(s) shall be deemed waived and Buyer shall
     deemed to have agreed to accept title to each of the Fee Properties subject
     to the Disapproved Exception(s).

                                      -8-


<PAGE>

          (c) Upon the issuance of any amendment or supplement to the
     Preliminary Title Reports which add additional exceptions, the foregoing
     right of review and approval shall also apply to said amendment or
     supplement, provided, however, that Buyer's initial period of review and
     approval or disapproval of any such additional exceptions shall be limited
     to ten (10) days following receipt of notice of such additional exceptions.
     The provisions of this subparagraph 5.1(c) providing for additional review
     periods based upon amended or supplemental preliminary title reports shall
     not apply to any exception relating to any survey obtained by Buyer, and
     Buyer's review rights with respect to any such survey exception shall be
     governed by the provisions of Section 5.1(a) above.

     5.2 TITLE POLICIES. When Escrow Holder holds for Buyer each of the Deeds in
favor of Buyer executed and acknowledged by Seller covering each of the Fee
Properties and the Subleases covering each of the Premises, Escrow Holder shall
cause to be issued and delivered to Buyer as of the Close of Escrow for each
respective Fee Property an ALTA standard coverage owner's policy of title
insurance issued by Title Company, and for each of the Premises for which a
recorded memorandum of lease exists or is delivered by a landlord under a Lease,
an ALTA standard leasehold policy of title insurance issued by Title Company
("Buyer's Title Policies"), or, upon Buyer's request therefor, an ALTA extended
coverage owner's policy of title insurance (provided that Buyer shall be
responsible for the cost of, and for obtaining any ALTA survey required with
respect to an ALTA extended coverage policy). Buyer's Title Policies for the Fee
Properties shall have liability in the amount of the Purchase Price allocable to
each Fee Property and Buyer's Title Policies for the Premises shall have
liability in the amount of One Hundred Fifty Thousand Dollars ($150,000.00) for
each of the Streamwood Premises, Woodridge Premises and Carpentersville Premises
and Two Hundred Fifty Thousand Dollars ($250,000.00) for the Oakbrook Terrace
Premises. Buyer's Title Policies shall cover each of the Fee Properties, and
where applicable, the Premises and shall show title vested in Buyer free of
encumbrances and other title exceptions, except:

          (a) All non-delinquent general and special real property taxes and
     assessments for the current fiscal year;

          (b) Those easements, encumbrances, covenants, conditions,
     restrictions, reservations, rights-of-way and other matters of record shown
     on the Preliminary Title Reports and approved, or deemed approved, by Buyer
     pursuant to Section 5.1;

          (c) Any exceptions created or consented to by Buyer, including without
     limitation, any exceptions arising by reason of Buyer's possession of or
     entry on any of the Fee Properties.

6. INSPECTION AND REVIEW PERIOD.

     6.1 INSPECTION DATE. The "Inspection Date" shall mean the date which is
sixty (60) days following the date of this Agreement.

     6.2 SCOPE OF INSPECTION. Buyer shall have the right to make an analysis of
the Fee Properties, the Premises and the Personal Property, consisting of such
engineering, feasibility


                                       -9-


<PAGE>


studies, soils tests, environmental studies and any other physical
investigations as Buyer may desire to permit Buyer to determine the suitability
of the Fee Properties, the Premises and the Personal Property for Buyer's
contemplated uses and to conduct such other review and investigation which Buyer
deems appropriate to satisfy itself to acquire the Fee Properties, the Personal
Property and Sublease the Premises.

     6.3 REVIEW OF DOCUMENTS. Upon the execution of this Agreement, Buyer
acknowledges receipt of the Lease Documents. Seller shall make available to
Buyer within five (5) days from the execution of this Agreement, copies of all
contracts which relate to the Fee Properties, the Premises and the Personal
Property (together with any amendments or modifications thereto), and all
reports in Seller's possession respecting the physical condition of the Fee
Properties and the Premises, if any, any of the licenses or permits described in
Section 1.1(c) above which Seller has in its possession and any other
information in Seller's possession or control reasonably requested by Buyer
relating to the Fee Properties, the Premises or the Personal Property.

     6.4 ENTRY FOR INSPECTION.

          (a) Subject to the conditions hereafter stated, Seller grants to
     Buyer, its agents and employees a limited license to enter upon any portion
     of the Fee Properties and the Premises for the purpose of conducting
     engineering surveys, soil tests, investigations or other studies reasonably
     necessary to evaluate the condition of the Fee Properties, the Premises and
     the Personal Property, which studies, surveys, investigations and tests
     shall be done at Buyer's sole cost and expense. Buyer shall not conduct any
     invasive or destructive testing or investigation of any of the Fee
     Properties or the Premises without first obtaining Seller's prior written
     consent, which shall not be unreasonably withheld.

          (b) Buyer may engage an environmental consultant to conduct an
     examination of the Fee Properties and the Premises to obtain information
     about hazardous materials contained thereon and to conduct any testing or
     examination required by a customary and reasonable Phase I and II
     environmental review, taking into account the nature, use and history of
     the Fee Properties and the Premises, subject to the foregoing limitations
     on destructive or invasive testing.

          (c) Buyer shall inform Seller in writing not less than twenty-four
     (24) hours prior to its intended inspection of any of the Fee Properties or
     the Premises, and shall coordinate any such entry for inspection with
     Seller. Seller shall have the right to have its representative present
     during any inspection. Buyer acknowledges that until the Close of Escrow,
     each of the Restaurants shall continue to operate and Buyer agrees to
     coordinate its investigation and inspection efforts so as to not
     unreasonably interfere with the operation of the Restaurants by Seller. The
     limited license granted herein shall be co-extensive with the term of this
     Agreement. Further, as a condition to any such entry, Buyer shall (i)
     conduct all studies by Buyer or its agents in a diligent, expeditious and
     safe manner and not allow any dangerous or hazardous conditions to occur on
     the Fee Properties by its agents or the Premises during or after such
     investigation; (iii) comply with all applicable laws and governmental
     regulations; (iv) keep the Fee Properties and

                                      -10-


<PAGE>


     the Premises free and clear of all materialmen's liens, lis pendens and
     other liens arising out of the Buyers or its agents entry and work
     performed under this paragraph; (v) maintain or assure maintenance of
     workers' compensation insurance (or state approved self-insurance) on all
     persons entering the Fee Properties or the Premises in the amounts required
     by the State of Illinois; and (vi) return the Fee Property and the Premises
     to their original condition following Buyer's entry.

     6.5 APPROVAL OF DUE DILIGENCE MATTERS. Buyer shall notify Seller in writing
("Buyer's Inspection Notice") on or before the Inspection Date of Buyer's
approval or disapproval of each item delivered to or available for review by
Buyer pursuant to this Section 6 and of Buyer's approval or disapproval of the
condition of the Fee Properties, the Premises and the Personal Property and
Buyer's investigations with respect thereto (excluding title matters which are
to be approved or disapproved pursuant to Section 5.1 above) (collectively, the
"Inspection Items"). Buyer's failure to deliver Buyer's Inspection Notice on or
before expiration of the Inspection Date shall be conclusively deemed Buyer's
approval of the condition of the Fee Properties, the Premises and the Personal
Property in their "AS-IS" and "WHERE-IS" condition, without representation or
warranty from Seller or its agents or employees.

     6.6 CONFIDENTIALITY. This Agreement, the terms hereof, and any and all
information made available to Buyer under this Agreement or discovered by Buyer
during its investigation of the Fee Properties, the Premises and the Personal
Property shall be treated as confidential by Buyer and such information shall
not be disclosed without the prior written consent of Seller prior to the
consummation of all transactions contemplated by this Agreement, or in the event
this Agreement is terminated, the confidentiality provisions contained herein
shall survive such termination and continue indefinitely; provided, however,
that Buyer may disclose said information to the extent it is relevant and
necessary in the particular circumstances: (i) to any attorney, accountant,
engineer or consultant providing services to Buyer in the normal and ordinary
course of business; (ii) to a court or any other official body if said
confidential information is subpoenaed by that court or official body; (iii) to
the landlord of the Woodridge Lease in connection with its negotiations for an
extension of such Lease; (iv) to public officials in connection with the
application for liquor licenses and other licenses and permits necessary for the
operation of a Shells restaurant; and (v) on the business day next succeeding
the full execution of this Agreement, Buyer may issue a press release announcing
the transactions contemplated by this Agreement which has been reviewed and
approved by both Seller and Buyer. Buyer may issue subsequent press releases
with respect to the transactions contemplated by this Agreement during the
pendency of this Agreement, provided such press releases have been reviewed and
approved by both Seller and Buyer, with such approval not to be unreasonably
withheld or delayed. Additionally, if this Agreement terminates for any reason
whatsoever, Buyer shall return to Seller all written information delivered to
Buyer pursuant hereto, and all copies of such information made by Buyer, within
ten (10) days after termination hereof. The provisions of this Section 6.6 shall
survive any termination of this Agreement.

     6.7 Liens. Buyer shall promptly pay and/or discharge all demands for
payment relating to Buyer's entry on and investigation of the Fee Properties and
the Premises and take all other steps to avoid the assertion of claims or lien
against the Fee Properties and the Premises. In the event a claim or lien is
recorded by reason of Buyer's entry on the Fee Properties or the Premises,
Buyer, within twenty (20) days of such recordation, shall either (i)


                                      -11-


<PAGE>

record or deliver a surety bond sufficient to release such claim or lien in
accordance with applicable law; or (ii) provide Seller with such other assurance
as Seller may reasonably require for the payment of the claim or lien.

     6.8 INDEMNITY. Buyer hereby agrees to indemnify, and hold Seller free and
harmless from and against any and all losses, damages (whether general, punitive
or otherwise), liabilities, claims, causes of action (whether legal, equitable
or administrative), judgments, court costs and legal or other expenses
(including attorneys' fees and costs incurred in the defense thereof) which
Seller may suffer or incur as a consequence of Buyer's exercise of the license
granted pursuant to Section 6.4 above or any act or omission by Buyer, any
contractor, subcontractor or material supplier, engineer, architect or other
person or entity acting by or under Buyer (except Seller and its agents) with
respect to the Fee Properties or the Premises, excepting to the extent such
claims arise out of the negligence or misconduct of Seller. Buyer's duty to
indemnify Seller pursuant to this Section 6.8 shall survive the termination of
this Agreement and the Close of Escrow.

     6.9 APPROVAL OF LICENSES AND PERMITS. Buyer shall further have the right to
make an examination of the existence or availability of all licenses, permits
and authorizations which affect the Fee Properties, the Premises, the Personal
Property or which Buyer in its sole discretion determines are necessary or.
desirable to the operation of a Shells' Restaurant, including without limitation
those transferable licenses and permits as set forth on SCHEDULE 6.9 attached
hereto, if any (collectively, "Governmental Permits"). Buyer shall notify Seller
in writing within ninety (90) days following the Opening of Escrow ("Permit
Contingency Date") in the event Buyer is unable to obtain reasonable
satisfaction that the transfer of the Governmental Permits shall take place (the
"Permit Objection Notice"). Buyer shall promptly apply for all Governmental
Permits necessary for the operation of a Shells Seafood Restaurant with respect
to each of the Fee Properties and the Premises and Buyer shall use its
commercially reasonable efforts to diligently pursue obtaining all Governmental
Permits. If Buyer fails to deliver the Permit Objection Notice to Seller on or
before the expiration of the Permit Contingency Period, this contingency shall
conclusively be deemed to be waived by Buyer. Seller shall, at no direct
out-of-pocket cost to itself, cooperate with Buyer in its efforts to transfer or
obtain any Governmental Permits.

     6.10 BUYER'S OBJECTION AND CURE PROCEDURE. In the event that Buyer delivers
the Buyer's Inspection Notice on or before the Inspection Date and/or the Permit
Objection Notice on or before Permit Contingency Date, Seller shall have a
period of ten (10) days after receipt of such notices in which to notify Buyer
of Seller's election to either: (i) agree to attempt to cure such objection
prior to the Close of Escrow for the applicable Fee Property and/or Premises
(provided, however, with respect to the Springfield Property such cure shall
occur not later than thirty (30) days prior to the scheduled Closing Date for
the Springfield Property); or (ii) decline to remove such objection. Seller's
failure to deliver such notice within said ten (10) day period shall be deemed
Seller's election to decline to cure the objection or objections. In the event
Seller notifies Buyer of its election to decline to remove any objection set
forth in a Buyer's inspection Notice or Permit Objection Notice or Seller is
deemed to have elected to decline to cure such objections, Buyer may elect
either to (a) terminate this Agreement and the Escrow with respect to the
disapproved Fee Property and/or Premises, in which event this Agreement shall
continue for all other Fee Properties and Premises with an appropriate
adjustment to the

                                      -12-


<PAGE>


Purchase Price, if any; or (b) accept title to the Fee Properties and/or
Premises subject to the objectionable matters. Buyer shall exercise such
election by delivery of written notice to Seller and Escrow Holder within ten
(10) days following the date Seller declines or is deemed to have declined to
cure such objections. If Buyer fails to deliver said written notice of
termination of this Agreement and the Escrow with respect to the Fee Properties
and/or Premises in question, within said ten (10) day period, Buyer's
disapproval set forth in the Buyer's Inspection Notice and/or the Permit
Objection Notice shall be deemed waived and Buyer shall be deemed to have agreed
to accept the Fee Properties and the Premises subject to such objections.

7. CONDITIONS PRECEDENT TO CLOSE OF ESCROW.

     7.1 CONDITIONS TO BUYER'S OBLIGATIONS. Buyer's obligation to consummate the
transactions contemplated herein shall be conditioned upon the fulfillment of
the following conditions precedent, all of which shall be satisfied or waived in
writing pursuant to this Section 7 prior to the first Closing Date as set forth
in the Closing Schedule unless sooner noted:

          (a) All of Seller's covenants pursuant to this Agreement which by
     their terms are to be fulfilled by the first Closing Date shall have been
     fulfilled and all of Seller's representations and warranties set forth in
     Section 8.2 are true and correct on each Closing Date.

          (b) On or before expiration of the Permit Contingency Date, Buyer
     shall be satisfied, or deemed satisfied pursuant to Sections 6.9 and 6.10
     above, that all Governmental Permits are available to Buyer.

          (c) Buyer shall be satisfied that it will obtain financing from a
     lender or lenders for a loan or loans in an amount or amounts and on terms
     acceptable to Buyer within ninety (90) calendar days after the date of this
     Agreement ("Financing Contingency Date"). Buyer shall use its commercially
     reasonable efforts to obtain the financing by the Financing Contingency
     Date. Buyer shall notify Seller in writing on or before the Financing
     Contingency Date of Buyer's approval or disapproval of the financing
     contingency. Buyer's failure to deliver such notice on or before the
     Financing Contingency Date shall be conclusively deemed Buyer's waiver of
     this financing contingency. Buyer's disapproval of the financing
     contingency shall entitle Buyer to terminate this Agreement in accordance
     with Section 9.6; provided however, that such termination must be with
     respect to all, and not part, of the Fee Properties and Premises.

          (d) Seller's delivery to Escrow of an original Bill of Sale conveying
     the Personal Property with respect to each of the Fee Properties and the
     Premises to Buyer and three (3) executed original counterparts of the
     Assignment of Contracts for each of the Fee Properties and the Premises.

          (e) Seller's delivery to Escrow of the Deeds for each of the Fee
     Properties, appropriately executed by Seller.

                                      -13-

<PAGE>


          (f) Seller's delivery to Escrow of four (4) appropriately executed
     originals of the Subleases and Memorandums of Sublease for each of the
     Premises.

          (g) The delivery of an executed original of each of the Landlord
     Consents for each of the Subleases. The Landlord Consents attached hereto
     as EXHIBITS "H-1" through "H-4" contain provisions highlighted in bold
     type. Buyer and Seller hereby acknowledge and agree that Seller will use
     its reasonably commercial efforts to obtain the Landlord Consents in
     substantially the form attached as EXHIBITS "H-1" through "H-4", however,
     obtaining the agreement of the landlords under the Leases to the provisions
     highlighted in bold type in EXHIBITS "H-1" through "H-4" shall NOT be a
     condition to Buyer's obligations under this Agreement. In the event that
     any landlord under any of the Leases declines to agree to any of the
     provisions highlighted in bold type in the Landlord Consents, but will
     agree to a Landlord Consent containing, in all material respects, the
     non-highlighted provisions of the attached Landlord Consents, this
     condition shall be deemed satisfied.

          (h) Buyer has approved or deemed to have approved the condition to
     title of the Fee Properties on or before the date provided in Section
     5.1(a) above.

          (i) The Title Company is irrevocably committed issued to by Buyer the
     Buyer's Title Policies as required by Section 5.2 of this Agreement.

          (j) Escrow Holder holds and will deliver to Buyer the instruments and
     funds, if any, accruing to Buyer pursuant to this Agreement (including
     without limitation, all other documents Seller is to deposit into Escrow
     pursuant to Section 4.2).

          (k) Buyer has obtained the consent of its board of directors to this
     Agreement on or before a date which is seven (7) days from the date of this
     Agreement. Buyer's failure to deliver written notice terminating this
     Agreement by reason of its failure to obtain board of directors approval by
     such date shall be conclusively deemed Buyer's waiver and satisfaction of
     this Condition.

     7.2 CONDITIONS TO SELLER'S OBLIGATIONS. Seller's obligation to consummate
the transactions contemplated herein shall be conditioned upon the fulfillment
of the following conditions precedent, all of which shall be satisfied or waived
in writing pursuant to this Section 7 prior to the first Closing Date as set
forth in the Closing Schedule unless sooner noted:

          (a) All covenants of Buyer pursuant to this Agreement which by their
     terms are to be fulfilled by the first Closing Date as set forth in the
     Closing Schedule shall have been fulfilled, and all Buyer's representations
     and warranties set forth in Section 8.1 are true and correct on each
     Closing Date.

          (b) Buyer's delivery to Escrow of four (4) appropriately executed
     originals of each of the Subleases for the Premises.

          (c) Seller's receipt of each of each of the Landlord Consents for the
     Subleases executed by the landlord under the Leases. 

                                      -14-

<PAGE>


          (d) Buyer's delivery to Escrow of three (3) executed original
     counterparts of the Assignment of Contracts for each of the Fee Properties
     and the Premises.

          (e) Seller's receipt of Buyer's Certificates of Insurance for the
     Premises as required by the Subleases.

          (f) Seller's receipt of a loan commitment in favor of Buyer issued by
     a lender in an amount and on terms acceptable to Buyer for a loan for the
     acquisition of the Fee Properties and demonstrating that Buyer will have
     the financial ability to close the transactions contemplated by this
     Agreement (the "Loan Commitment"). Seller shall have received the Loan
     Commitment on or before the date which is sixty (60) calendar days from
     the date of this Agreement.

          (g) Buyer's delivery to Escrow of any additional instruments or
     documents required herein, and as when required under Section 3.3 above,
     Good Funds which, when taken together with the Deposit, if applicable,
     total the Purchase Price plus Buyer's share of closing costs and prorations
     and amounts, if any, otherwise provided herein to be paid or allocated to
     Seller, subject to adjustment as provided in this Agreement.

          (h) Seller shall have obtained the commitment of any party holding any
     lien with respect to the Fee Properties and/or the Premises to release such
     lien under terms and conditions satisfactory to Seller in its sole
     discretion, or Seller shall be satisfied, in its sole discretion, that it
     shall be able to obtain a release of any such lien under terms and
     conditions satisfactory to the Seller, on or before the date which is
     thirty (30) days from the date of this Agreement ("Seller's Lien
     Contingency Date"). Seller shall use its commercially reasonable efforts to
     satisfy this contingency by the Seller's Lien Contingency Date. In the
     event that Seller has not delivered written notice to Buyer terminating
     this Agreement with respect to any particular Fee Property and/or Premises
     by Seller's Lien Contingency Date, then this contingency shall be
     conclusively deemed waived as to such Fee Property and/or Premises. In the
     event Seller delivers notice that this contingency has not been satisfied
     on or before the Seller's Lien Contingency Date, Buyer may extend this
     contingency for thirty (30) day increments, not to exceed the Outside
     Closing Date. In the event that this contingency is not satisfied with any
     one of the Fee Properties or Premises and therefore this Agreement is
     terminated as to such Fee Property and/or Premises, Seller shall pay to
     Buyer, the sum of Five Thousand Dollars ($5,000.00) as reimbursement for
     costs and expenses incurred by Buyer with respect to its investigation of
     the respective Fee Property and/or Premises. In the event that this
     Agreement is terminated as to any individual Fee Property and/or Premises
     pursuant to this Section, this Agreement shall remain in full force and
     effect with respect to all other Fee Properties and/or Premises.

          (i) Seller has obtained the consent of its board of directors to this
     Agreement on or before a date which is seven (7) days from the date of this
     Agreement. Seller's failure to deliver written notice terminating this
     Agreement by reason of its failure to obtain board of directors' approval
     by such date shall be conclusively deemed Seller's waiver and satisfaction
     of this condition.

                                      -15-

<PAGE>


          (j) Escrow Holder holds and will deliver to Seller the instruments and
     funds accruing to Seller pursuant to this Agreement (including without
     limitation, all other documents Buyer is to deposit into Escrow pursuant to
     Section 4.1).

     7.3 WOODRIDGE PREMISES CONTINGENCY. Within ten (10) days following the date
of this Agreement, Buyer shall enter into negotiations with LaSalle National
Trust, N.A., as Trustee (the "Woodridge Landlord") for purposes of amending the
terms of the Woodridge Lease. Buyer shall use its reasonable efforts to
negotiate an extension of the current term of the Woodridge Lease which expires
on December 31, 2001, on terms and conditions reasonably satisfactory to Buyer
(the "Woodridge Lease Amendment"). Buyer may also attempt to negotiate a reduced
rental rate under the Woodridge Lease for the Lease term prior to December 31,
2001 together with such other amendments Buyer may desire, which shall be
subject to the written approval of Seller, which shall not be unreasonably
withheld or delayed. In the event that the Woodridge Landlord agrees to extend
the term of the Woodridge Lease upon terms and rent satisfactory to Buyer in its
sole discretion, Buyer shall either negotiate an assignment of the Woodridge
Lease to Buyer with a full release in favor of Seller and its affiliates
(including a release of any guaranty), or the Woodridge Landlord must consent to
an extension whereby Seller and any guarantor is released from liability after
December 31, 2001. In the event that Buyer negotiates an assignment of the
Woodridge Lease, all references in this Agreement to a sublease for the
Woodridge Premises shall be deemed changed to an Assignment of the Woodridge
Lease in form reasonably acceptable to Seller and Buyer. Seller shall approve or
disapprove of the terms of any Woodridge Lease Amendment within ten (10) days
after receipt of Buyer's written notice of the renegotiated terms. In the event
that Seller fails to deliver written notice to Buyer disapproving the terms of
the Woodridge Lease Amendment within such ten (10) day period, Seller shall be
deemed to have approved the terms of the proposed Woodridge Lease Amendment.
Buyer shall approve or disapprove this contingency within ninety (90) days
following the Opening of Escrow ("Woodridge Lease Approval Date"). Buyer's
failure to deliver such notice on or before the Woodridge Lease Approval Date
shall be conclusively deemed Buyer's waiver of this contingency. If Buyer
notifies Seller on or before expiration of the Woodridge Lease Approval Date
that Buyer has failed to reach agreement with the Woodridge Landlord on a
Woodridge Lease Amendment, Buyer may elect to either accept a sublease of the
Woodridge Premises without an extension of the original term of the Woodridge
Lease, or terminate this Agreement as to the Woodridge Premises only. In the
event Buyer timely notifies Seller of its election to terminate this Agreement
as to the Woodridge Premises, all references to the Woodridge Premises shall be
eliminated from this Agreement, Seller shall have no obligation to sublease the
Woodridge Premises to Buyer and Buyer shall have no obligation to sublease the
Woodridge Premises from Seller, and this Agreement shall continue in full force
and effect with respect to each of the other Premises and the Fee Properties. In
the event Buyer elects not to accept the Woodridge Premises pursuant to the
Provisions of this Section, there shall be no adjustment to the Purchase Price
as no part of the Purchase Price has been allocated to the Woodridge Premises.

     7.4 SPRINGFIELD PROPERTY CONTINGENCY. Seller is a party to pending
litigation with C-C Restaurant, Ltd. -9 (the Fee Owner of the Springfield
Property and the landlord under the Springfield Lease), which litigation was
filed in the County of Jefferson, State of Kentucky, Case No. 96CI01756 (the
"Springfield Litigation"). The subject matter of the Springfield Litigation
involves the Springfield Property and the Springfield Lease, as well as other
properties

                                      -16-

<PAGE>


currently being leased by Seller from the landlord under the Springfield Lease.
It is Seller's desire, either through the Springfield Litigation or through
negotiations with the landlord under the Springfield Lease, to obtain fee title
to the Springfield Property. Seller's obligation to sell the Springfield
Property to Buyer, and Buyer's obligation to purchase the Springfield Property
from Seller, is contingent upon Seller obtaining fee title to the Springfield
Property on or before the Closing Date for the Springfield Property as set forth
on the Closing Schedule (the "Springfield Closing Date"). Notwithstanding the
foregoing, the Seller shall, at its sole and absolute discretion, have the right
to extend the Escrow with respect to the Springfield Property for an additional
sixty (60) days from and after the Springfield Closing Date (the "Seller's
Extension"). In the event that Seller elects to exercise Seller's Extension and
Seller obtains fee title to the Springfield Property at any time within the
Seller's Extension period, the Close of Escrow for the sale of the Springfield
Property shall occur on or before ten (10) business days from the date that
Seller notifies Buyer that Seller has obtained fee title to the Springfield
Property. In the event that Seller has elected the Seller's Extension and Seller
does not obtain fee title to the Springfield Property within the Seller's
Extension period, Buyer shall have the right to further extend the Escrow with
respect to the Springfield Property for a period of one (1) year from the end of
the Seller's Extension period by delivery of written notice to Seller and Escrow
Holder on or before the expiration of the Seller's Extension (the "Buyer's
Extension"). Buyer may terminate the Buyer's Extension period and the Escrow
with respect to the Springfield Property at any time during the Buyer's
Extension period by delivery of sixty (60) days prior written notice to Seller
and Escrow Holder (the "Buyer's Termination Notice"). In the event that Buyer
delivers Buyer's Termination Notice, the Escrow with respect to the Springfield
Property shall terminate upon the date which is sixty (60) days from the
delivery of the Buyer's Termination Notice unless Seller notifies Buyer within
such sixty (60) day period that Seller has, or will prior to the termination of
the Escrow with respect to the Springfield Property, obtain the right to fee
title to the Springfield Property, in which event the Escrow shall close as
provided below. In the event that Seller acquires the right to fee title to the
Springfield Property any time within the Buyer's Extension period, the Close of
Escrow for the sale of the Springfield Property shall occur on or before ten
(10) business days from the date that Seller acquires the fee interest, or the
right to obtain the fee interest, in the Springfield Property. Seller shall
either actually obtain the fee interest in the Springfield Property or it
elects, acquire the right to obtain fee interest in the Springfield Property so
long as Seller causes fee interest in the Springfield Property to be deeded to
Buyer upon the Close of Escrow as provided above. In the event that Seller does
not acquire the fee interest in the Springfield Property, or the right to
acquire the fee interest, within the Buyer's Extension period, this Agreement
shall terminate as to the Springfield Property and neither Seller nor Buyer
shall have any further responsibility or obligation to the other with respect
thereto. In the event the contingency set forth in this Section 7.4 for the
acquisition of fee title to the Springfield Property by Seller does not occur
for any reason, this Agreement shall nonetheless continue in full force and
effect with respect to each of the other Fee Properties and the Premises
pursuant to each of the terms and conditions set forth in this Agreement, and
the Purchase Price shall be reduced by the amount allocated to the Springfield
Property as set forth on SCHEDULE 3.4C.

     In the event that the Close of Escrow for the sale of the Springfield
Property does not occur by reason of Seller's failure to obtain fee title to the
Springfield Property, provided that Buyer has not terminated this Agreement with
respect to the Springfield Property pursuant to Section 9.6 below, or Seller has
not terminated this Agreement because of a breach

                                      -17-


<PAGE>


or default of Buyer hereunder, then Seller shall pay to Buyer the sum of TEN
THOUSAND DOLLARS ($l0,000.00) as reimbursement for costs and expenses incurred
by Buyer with respect to its investigation of the Springfield Property. In the
event that the contingency set forth in this Section 7.4 for the acquisition by
Seller of the fee interest in the Springfield Property is satisfied prior to the
expiration of the Seller's Extension period, or Buyer's Extension of the Escrow
for the Springfield Property, then Seller shall have no obligation to pay any
amount to Buyer with respect to the Springfield Property.

     Seller hereby agrees to indemnify, defend and hold Buyer harmless from and
against any and all damages, claims, liabilities or obligations including,
without limitation, attorneys' fees and costs incurred in the defense thereof,
arising from or out of the Springfield Litigation.

     7.5 COVENANT OF SELLER AND BUYER. Buyer and Seller agree to cooperate with
one another, at no cost or expense to the cooperating party, in satisfying the
conditions to Close of Escrow. Buyer shall be responsible for proceeding with
diligence and in good faith to satisfy the conditions to Buyer's performance set
forth in Section 7.1 to the extent they are within Buyer's control, and Seller
shall be responsible for proceeding with diligence and in good faith to satisfy
the conditions to Seller's performance set forth in Section 7.2 to the extent
they are within Seller's control.

     7.6 WAIVER. Either party may at any time or times, at its election, waive
any of the conditions for its benefit set forth in this Section 7 but any such
waiver shall be effective only if contained in a writing signed by the waiving
party and delivered to the other party.

     7.7 FAILURE OF CONDITIONS. In the event that any conditions benefitting a
particular party set forth in this Section 7 are not satisfied or waived prior
to the expiration of the applicable period for satisfaction or waiver, said
benefitted party may, in addition to asserting or claiming any other right or
remedy said party may have at law or in equity for the other party's breach or
default hereunder, terminate this Agreement pursuant to Section 9.6 below.

8. REPRESENTATIONS, WARRANTIES AND DISCLOSURES.

     8.1 REPRESENTATIONS AND WARRANTIES BY BUYER. Buyer hereby makes the
following representations, warranties and covenants to and for the benefit of
Seller, each of which shall survive the Closing and continue indefinitely:

          (a) Buyer is duly formed, validly existing and in good standing under
     the laws of the State of Delaware. Buyer is, or will be as of the first
     Closing Date, qualified to do business in the State of Illinois. The person
     or persons executing this Agreement and all exhibits hereto on behalf of
     Buyer have the requisite authority to bind Buyer. The execution, delivery
     and performance by Buyer of this Agreement constitutes a valid and binding
     obligation of Buyer, enforceable against Buyer in accordance with its
     terms.

          (b) The Subleases, when issued under this Agreement, will be duly and
     validly executed and delivered by Buyer and will be the legally valid and
     binding 

                                      -18-

<PAGE>


     obligation of Buyer, enforceable in accordance with its terms, assuming the
     Subleases are a binding and enforceable obligation of the Seller, as the
     landlord thereunder.

          (c) Buyer has received no notice of any pending or threatened
     investigation, litigation or legal proceeding that may have a material
     adverse effect upon the assets, business operations or condition (financial
     or otherwise) of Buyer or which might impair Buyer's ability to perform any
     or all of its obligations under this Agreement and the Sublease, nor is
     Buyer subject to any order, judgment or decree that may have such an
     effect.

          (d) Buyer shall indemnify, defend and hold harmless Seller, and its
     successors and assigns, against any and all claims, losses, expenses
     (including reasonable attorneys' fees), liabilities or damages of any
     nature whatsoever, whether accrued, contingent or non-contingent which are
     not expressly assumed by Seller as of the Closing Date, resulting from or
     arising out of any act or omission of Buyer with respect to any of the
     Personal Property for all periods subsequent to the Closing.

     8.2 REPRESENTATIONS AND WARRANTIES BY SELLER. Seller hereby makes the
following representations and warranties to and for the benefit of Buyer, each
of which shall survive the Closing and continue indefinitely:

          (a) Seller is duly formed, validly existing and in good standing under
     the laws of the State of Delaware. Seller is duly qualified to do business
     in the State of Illinois. The person or persons executing this Agreement
     and all Exhibits hereto on behalf of Seller have the requisite authority to
     bind Seller. The execution, delivery and performance by Seller of this
     Agreement constitutes a valid and binding obligation of Seller, enforceable
     against Seller in accordance with its terms.

          (b) Subject to obtaining the Landlord Consents to the Subleases as
     required by the Leases and obtaining fee title to the Springfield Property,
     Seller has the authority to enter into this Agreement, the Deeds and the
     Subleases and such other documents contemplated by this Agreement and to
     convey the Personal Property to Buyer.

          (c) This Agreement, the Deeds and the Subleases will be, upon their
     execution and delivery by the parties, valid and binding obligations of
     Seller enforceable in accordance with their terms, assuming the Subleases
     are binding and enforceable obligations of Buyer as the subtenant
     thereunder.

          (d) To Seller's actual knowledge, the Lease Documents for each of the
     Premises contain all of the agreements with the landlords under the Leases
     relating to the respective Premises. Each of the Leases are valid and
     binding obligations of Seller, enforceable in accordance with their terms,
     assuming that such Leases are binding and enforceable obligations of the
     landlord under the Leases. To the actual knowledge of Seller, the Leases
     are in full force and effect and Seller has no actual knowledge of any
     breach or default by the landlords under the Leases. Seller has received no
     notice from any landlord under the Leases, and Seller has no actual
     knowledge that, Seller is in 

                                      -19-

<PAGE>


     breach or default of its obligations under the Leases. Rent has been paid
     under the Leases through February 1, 1998.

          (e) Except for the litigation involving the Springfield Property,
     Seller has received no notice of any pending or threatened investigation,
     lien, violation, suit, proceeding, citation, order, decree, judgment,
     litigation or legal proceeding that may have a material adverse effect upon
     the Fee Properties, the Premises, the Leases, and/or the Personal Property,
     or which might impair Seller's ability to perform any or all of its
     obligations under this Agreement and the Subleases, nor is Seller subject
     to any order, judgment or decree that may have such an effect.

          (f) Except as disclosed on Schedule 8.2(t) attached hereto, Seller has
     received no notice of any pending or threatened condemnation proceeding
     with regard to all or any portion of the Fee Properties or the Premises.

          (g) There are no contracts, oral or written, with any company or
     employee nor any service contract, maintenance contract, nor any union or
     other contract or agreement with respect to any of the Fee Properties or
     Premises which will survive the Close of Escrow with respect to the Fee
     Property and/or Premises in question, except as listed on Schedule 8.2(g)
     attached hereto. Seller will not enter into any new agreement with
     respect to the Fee Properties or Premises or modify or extend any such
     agreement which will survive the Closing without the prior written approval
     of Buyer, which shall not be unreasonably withheld or delayed.

          (h) Seller has no actual knowledge of, and has received no notice
     from, any governmental authority that the existing improvements located on
     the Fee Properties or the Premises and the present operation thereof
     violate any statute, rule or ordinance of any governmental body.

          (i) Seller shall make no material changes or alterations to the Fee
     Properties or the Premises after the date of this Agreement other than
     maintenance and repairs made in the ordinary course of business, without
     the prior written approval of Buyer which shall not be unreasonable
     withheld or delayed. As used herein, a material change or alteration shall
     be any change or alteration which costs in excess of Five thousand
     ($5,000.00).

          (j) Seller has received no notice from any governmental entity that
     there has been a release, discharge or disposal of Hazardous Materials (as
     defined below) in violation of any applicable federal, state or local
     statute, ordinance or regulation on the Fee Properties or the Premises.
     Seller has no actual knowledge of any release or discharge of Hazardous
     Materials on any of the Fee Properties or Premises in violation of any
     Environmental Laws, and Seller has not caused any release, discharge or
     contamination of Hazardous Materials on the Fee Properties or Premises in
     violation of any applicable Environmental Law during its period of
     ownership and/or occupancy of the Fee Properties and/or Premises.
     Notwithstanding the foregoing, Seller hereby discloses to Buyer that
     building materials used in the improvements located on the Fee 

                                      -20-


<PAGE>


     Properties and/or Premises may contain asbestos and Buyer agrees to
     investigate all such conditions during its due diligence investigation of
     each Fee Properties and the Premises.

          As used in this Agreement, the following terms shall have the meanings
set forth below:

     "Environmental Laws" means all laws, rules, regulations, statutes,
ordinances, decrees or orders of any governmental entity relating to (a) the
control of any potential pollutant or protection of the air, water or land, (b)
solid, gaseous or liquid waste generation, handling, treatment, storage,
disposal or transportation, and (c) exposure to hazardous, toxic or other
substances alleged to be harmful, and includes without limitation final and
binding requirements related to the foregoing imposed by (i) the terms and
conditions of any license, permit, approval or other authorization by any
governmental entity, and (ii) applicable judicial, administrative or other
regulatory decrees, judgments and orders of any governmental entity. The term
"Environmental Laws" shall include, but not be limited to the following statutes
and the regulations promulgated thereunder, as currently in effect or as
subsequently amended; the Clean Air Act, 42 U.S.C. SS. 7401 et seq., the Clean
Water Act, 33 U.S.C. SS. 1251, et seq., the Resource Conservation Recovery Act,
42 U.S.C. SS. 6901 et seq., the Superfund Amendments and Reauthorization Act, 42
U.S.C. SS. 11011 et seq., the Toxic Substances Control Act, 15 U.S.C. SS. 2601
et seq., the Water Pollution Control Act, 33 U.S.C. SS. 1251, et seq., the Safe
Drinking Water Act, 42 U.S.C. SS. 300f et seq., the Comprehensive Environmental
Response, Compensation, and Liability Act ("CERCLA"), 42 U.S.C. SS. 9601 et
seq., and any similar state, federal or local statute or ordinance.

     "Hazardous Materials" means any (a) toxic or hazardous materials or
substances regulated by any governmental entity; (b) radioactive materials; (c)
petroleum wastes and spills or releases of petroleum products in violation of
applicable laws; and (e) any other chemical, pollutant, contaminant, substance
or waste that is regulated by any governmental entity under any Environmental
Law.

     8.3 "AS-IS" ACCEPTANCE OF FEE PROPERTIES AND PREMISES: BUYER'S DISCLAIMER.
BUYER COVENANTS AND AGREES THAT EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT,
IT IS RELYING UPON ITS OWN INSPECTIONS, EXAMINATIONS, STUDIES AND INQUIRIES WITH
RESPECT TO THE FEE PROPERTIES, THE PREMISES AND THE PERSONAL PROPERTY AND HAS
NOT RELIED UPON ANY REPRESENTATION, WARRANTY OR STATEMENT OF SELLER, OR ITS
AGENTS OR EMPLOYEES (EXCEPT REPRESENTATIONS AND COVENANTS MADE BY SELLER WHICH
SHALL SURVIVE IN ACCORDANCE WITH TERMS OF THIS AGREEMENT) OTHER THAN AS
CONTAINED HEREIN. BUYER SHALL, UPON THE CLOSE OF ESCROW, BE DEEMED TO HAVE
DISCLAIMED AND WAIVED ANY AND ALL OBJECTIONS TO THE PHYSICAL CHARACTERISTICS AND
CONDITIONS OF THE FEE PROPERTIES, THE PREMISES AND THE PERSONAL PROPERTY,
INCLUDING, WITHOUT LIMITATION, THE CONDITION OF TITLE THERETO WHETHER OR NOT
SUCH CONDITIONS WOULD BE DISCLOSED BY A REASONABLE AND DILIGENT INSPECTION.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER SELLER NOR ANY OF ITS
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR REPRESENTATIVES HAS MADE ANY
REPRESENTATIONS, WARRANTIES, OR

                                      -21-


<PAGE>


AGREEMENTS TO OR WITH BUYER AS TO ANY MATTERS CONCERNING THE FEE PROPERTIES, THE
PREMISES OR THE PERSONAL PROPERTY, THE PRESENT USE THEREOF, THE EXISTENCE OF
HAZARDOUS MATERIALS THEREON, OR THE SUITABILITY OF THE FEE PROPERTIES, THE
PREMISES OR THE PERSONAL PROPERTY FOR BUYER'S INTENDED OR CONTEMPLATED USE. THE
FOREGOING DISCLAIMERS AND WAIVERS INCLUDE, WITHOUT LIMITATION, TOPOGRAPHY,
CLIMATE, AIR, WATER RIGHTS, UTILITIES, PRESENT AND FUTURE ZONING, GOVERNMENTAL
RESTRICTIONS, SOIL, SUBSOIL, ENVIRONMENTAL CONTAMINATION, THE PURPOSE TO WHICH
THE FEE PROPERTIES, THE PREMISES OR THE PERSONAL PROPERTY ARE SUITED, DRAINAGE,
ACCESS TO PUBLIC ROADS, PROPOSED ROUTES OR ROADS OR EXTENSIONS THEREOF OR THE
AVAILABILITY OF GOVERNMENTAL PERMITS OR APPROVALS OF ANY KIND. EXCEPT WITH
RESPECT TO SELLER'S REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT,
BUYER AGREES THAT SELLER SHALL HAVE NO RESPONSIBILITY FOR ANY PATENT OR LATENT
DEFECT OR PHYSICAL CONDITION OF THE FEE PROPERTIES, THE PREMISES OR THE PERSONAL
PROPERTY, WHETHER OR NOT KNOWN OR DISCOVERED, AND BUYER ACCEPTS ALL SUCH
RESPONSIBILITY. EXCEPT AS OTHERWISE PROVIDED HEREIN, THE PREMISES ARE BEING
SUBLEASED, AND THE FEE PROPERTIES AND PERSONAL PROPERTY ARE BEING SOLD AND
TRANSFERRED "AS-IS," "WHERE-IS," "WITH ALL FAULTS" WITHOUT FURTHER
REPRESENTATION OR WARRANTY EXPRESSED OR IMPLIED BY SELLER, BY OPERATION OF LAW,
OR OTHERWISE. SELLER EXPRESSLY DISCLAIMS, WHICH BUYER HEREBY ACKNOWLEDGES AND
ACCEPTS, ANY IMPLIED WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY, OR
FITNESS FOR A PARTICULAR PURPOSE OR USE.

     8.4 INDEMNIFICATION. Each party hereto shall indemnify the other party
against and hold such party harmless from any and all loss, damage, liability or
expense, including court costs and reasonable attorneys' fees, which the
non-breaching party may reasonably incur or sustain either prior to or following
the last Closing Date as set forth in the Closing Schedule by reason of, or in
connection with, any breach of the other party's representations and/or
warranties contained in this Agreement or in another writing delivered pursuant
to this Agreement.

     8.5 BUYER'S RELEASE OF SELLER. Except for any representation or warranty of
Seller set forth in this Agreement, Buyer, from and after the Close of Escrow,
accepts and hereby waives, releases, remises, acquits and forever discharges
Seller, its directors, officers, shareholders, employees, and agents, and their
respective heirs, successors, personal representatives and assigns, of and from
any and all environmental claims, environmental cleanup liability and
environmental compliance costs, and from any and all actions, suits, legal or
administrative orders or proceedings, demands, actual damages, punitive damages,
loss, costs, liabilities and expenses, which concern or in any way relate to the
physical or environmental conditions of the Fee Properties and the Premises, the
existence of any Hazardous Material thereon, or the release or threatened
release of Hazardous Materials therefrom, whether existing prior to, at or after
the Close of Escrow. It is the intention of the parties pursuant to this release
that any and all responsibilities and obligations of Seller, and any and all
rights, claims, rights of action, causes of action, demands or legal rights of
any kind of Buyer, its successors, assigns or any affiliated

                                      -22-

<PAGE>


entity of Buyer, arising by virtue of the physical or environmental condition of
the Fee Properties and the Premises, the existence of any Hazardous Materials
thereon, or any release or threatened release of Hazardous Material therefrom,
whether existing prior to, at or after the Close of Escrow, are by this release
provision declared null and void and of no present or future force and effect as
to the parties.

     8.6 SURVIVAL. Notwithstanding any other provision of this Agreement,
Buyer's release and indemnification as set forth in the provisions of this
Section 8, as well as all provisions of this Section 8 shall survive the Close
of Escrow and shall continue permanently.

9. ESCROW PROVISIONS.

     9.1 SUPPLEMENTAL ESCROW INSTRUCTIONS. This Agreement shall also constitute
the escrow instructions of the parties. If Escrow Holder requires additional
general instructions or supplemental instructions related to compliance with
bulk transfer requirements, Seller and Buyer agree that such Escrow Holder's
instructions may be added hereto so long as such instructions do not conflict
with or substantially change this Agreement or its intent. As soon as possible
after the opening of the Escrow, Escrow Holder shall deliver any additional
escrow instructions (the "Escrow Instructions") to both Buyer and Seller for
review and comment. Buyer and Seller shall use their commercially reasonable
efforts to agree upon and execute the Escrow Instructions, provided that failure
to do so shall not affect this Agreement or the Escrow which shall nevertheless
close pursuant to the provisions hereof. The Escrow Instructions may, among
other things, provide for: (i) accounting for all necessary sales tax; and (ii)
bulk sales compliance procedures to the extent applicable. By accepting this
Escrow and these escrow instructions, Escrow Holder agrees that in the event of
any conflict or inconsistency between this Agreement and Escrow Holder's Escrow
Instructions, the terms and provisions of the Agreement shall control and
prevail.

     9.2 GENERAL ESCROW PROVISIONS. Escrow Holder shall deliver the Title Policy
to the Buyer and instruct the appropriate County Recorder to mail each of the
Deeds for the Fee Properties and Memorandum of Subleases for each of the
Premises to Buyer at the address set forth in Section 13.14 after recordation.
Escrow Holder shall deliver any Memorandum of Lease delivered through Escrow to
Seller at the address set forth in Section 13.14 after recordation. All funds
received in this Escrow shall be deposited in one or more general escrow
accounts of the Escrow Holder with any bank doing business in the state in which
the Escrow Holder resides, and may be disbursed to any other general escrow
account or accounts. All disbursements shall be made by Escrow Holder's check.

     9.3 PRORATIONS. All prorations of payments and liabilities in connection
with the Closing shall be accomplished through Escrow and shall be made on a per
diem basis as of the date of Closing, based upon a thirty (30) day month and a
three hundred sixty day (360) year (unless otherwise provided), including,
without limitation, the following:

          (a) Fixed rent payable under each of the Subleases for the first month
     thereunder. Should the Closing Date as provided in the Closing Schedule
     relating to each of the Subleases be a day other that the first day of a
     calendar month, then the fixed rent


                                      -23-


<PAGE>


     for such partial month shall be prorated from and including the applicable
     Closing Date through the last day of that month.

          (b) With respect to each of the Premises, prorated property taxes
     payable in accordance with Section 5.4 of the Subleases. Should the Closing
     Date as provided in the Closing Schedule relating to each of the Subleases
     be a day other that the first day of a calendar month, then the estimated
     real property taxes for such partial month shall be prorated for the period
     from and including the applicable Closing Date through the last day of that
     month.

          (c) With respect to the sale of the Fee Properties, all non-delinquent
     general and special real property taxes shall be prorated to the Close of
     Escrow for each of the Fee Properties in accordance with the Closing
     Schedule.

          (d) Personal property taxes.

          (e) If arrangements cannot be made for separate billing, any
     apportionable utility charges in connection with the Fee Properties and the
     Premises and other charges which are properly apportionable in accordance
     with the terms of this Agreement as reasonably agreed to between Buyer and
     Seller;

          (f) Prepaid deposits, including, but without limitation, utility
     deposits if assumed by Buyer, prepaid rent and similar items;

          (g) Any other expenses of the Fee Properties or the Premises shall be
     prorated to the appropriate Closing Date as set forth on the Closing
     Schedule.

          (h) The parties shall use all commercially reasonable efforts to
     complete adjustments to the prorations to account for variations between
     actual costs and estimates, within a period of sixty (60) days after the
     applicable Closing (as set forth on the Closing Schedule) if possible. Any
     party who is obligated to pay net amounts based on said final proration
     shall reimburse the other party said amount within five (5) business days
     after completion of the final proration.

          (i) The provisions of this Section 9.3 shall survive Close of Escrow.
     If either party fails to pay its pro rata share of taxes or other expenses
     by the times herein provided, interest shall accrue on all unpaid amounts
     from when owing until paid at ten percent (10%) per annum.

     9.4 PAYMENT OF COSTS. Seller shall pay (i) one-half (1/2) of the Escrow
fee, (ii) all title insurance premiums for that portion of the premium for the
Title Policies which would be incurred for an ALTA standard coverage form
policy, (iii) the full charge for drawing the Deeds and (iv) any transfer taxes.
Buyer shall pay (i) one-half (1/2) of the Escrow fee, (ii) all charges for
recording the Deeds, (iii) all costs associated with any permits associated with
the Restaurants or Buyer's proposed use; (iv) all costs associated with any
survey procedure by Buyer; (v) the title insurance premium for any title
insurance coverage required by any lender and for that portion of the premium
for the Title Policies which is attributable to the additional

                                      -24-

<PAGE>

cost of obtaining any additional coverage or endorsements requested by Buyer,
including the difference between ALTA standard coverage and ALTA extended
coverage. Seller and Buyer shall each be responsible for their respective
attorneys' fees and costs. All other costs of Escrow not otherwise specifically
allocated by this Agreement shall be apportioned between the parties in a manner
consistent with the custom and usage of Escrow Holder.

     9.5 PAYMENT OF SALES TAXES. In the event any sales taxes shall be imposed
upon this transaction, said sales taxes shall be borne solely by Buyer and Buyer
shall pay and remit such sales taxes through Escrow. Without limitation on the
foregoing, Buyer shall reimburse Seller upon demand for any sales tax liability
imposed by the state or local government upon Seller after Closing as determined
by the state or local government in connection with the transfers contemplated
under this Agreement.

     9.6 CANCELLATION OF ESCROW. This Agreement may be terminated with respect
to a given Fee Property and/or Premises, by Buyer if any of the conditions to
its obligations as referenced in Sections 7.1 and 7.3 shall not have been
satisfied or waived within the prescribed time limits, or by Seller if any of
the conditions to its obligations as referenced in Section 7.2 shall not have
been satisfied or waived within the prescribed time limits, or by either Seller
or Buyer if the condition to the respective obligations as referenced in Section
7.4 shall not have been satisfied or waived within the prescribed time limits.
Upon any termination of this Agreement, the Escrow shall be cancelled, all
instruments shall be returned to the respective parties who delivered the same,
and provided that such termination is not caused by the breach or default by any
party, neither party shall have any further obligation to complete the purchase
and sale of the Fee Properties or the Personal Property, or Sublease the
Premises contemplated by this Agreement, except as otherwise set forth in this
Agreement. Without limiting the foregoing, in the event termination of this
Agreement is not caused by the breach or default of Buyer, Buyer shall be
entitled to a return of the Deposit including all interest. Cancellation of
Escrow, as provided herein, shall be without prejudice to whatever legal rights
Buyer or Seller may have against each other arising from the Escrow or this
Agreement.

     In the event either party timely and properly elects to terminate this
Agreement as provided herein, all escrow and cancellation charges shall be paid
one-half (1/2) by Buyer and one-half (1/2) by Seller, and all instruments,
documents and funds delivered by one party to the Escrow Holder or any other
party shall be returned to the party making delivery. In the event that this
Agreement is terminated as a result of the breach hereof by either party, all
escrow cancellation fees shall be paid by the party breaching this Agreement,
and in the event that Seller is the defaulting party, the Deposit, to the extent
then made, shall be returned to Buyer with the interest earned thereon. In the
event that Buyer is the defaulting party hereunder, the Deposit shall be handled
pursuant to Section 12.3 below.

     9.7 INFORMATION REPORT. The "Reporting Person" within the meaning of
Treasury Section 1.6045-4(e)(5) with respect to the transactions contemplated by
this Agreement shall be Escrow Holder. The name and address of Escrow Holder is
set forth on the first page of this Agreement. It is agreed that Escrow Holder
is an eligible person under Section 6045-4(e)(5)(ii) of said Regulations. Escrow
Holder hereby agrees to be responsible for complying with the reporting and
other requirements of Internal Revenue Code Section 6045(e) and the income tax
regulations promulgated thereunder. Pursuant to said regulations, the

                                      -25-
<PAGE>

address for the transferor and transferee are as set forth for Seller and Buyer
respectively in Section 13.14 below, and the identifying information regarding
the real estate transferred is the legal description for the Fee Properties as
set forth on EXHIBITS "A-1" "A-2", "A-3", "A-4" and "A-5" attached hereto.
Escrow Holder agrees to file the form required by said regulations between the
end of the calendar year in which the Close of Escrow occurs and February 28 of
the following calendar year. Buyer and Seller agree (i) to cooperate with Escrow
Holder and with each other in completing any report and/or other information
required to be delivered to the Internal Revenue Service pursuant to Internal
Revenue Code Section 6045(e) regarding the real estate sales transaction
contemplated by this Agreement, including without limitation, Internal Revenue
Service Form 1099-S as such may be hereafter modified or amended by the Internal
Revenue Service, or as may be required pursuant to any regulation now or
hereafter promulgated by the Treasury Department with respect thereto; (ii) that
Buyer and Seller, their respective employees and attorneys, and Escrow Holder
and its employees may disclose to the Internal Revenue Service, this Agreement
or the transaction contemplated herein as such party reasonably deems to be
required to be disclosed to the Internal Revenue Service by such party pursuant
to Internal Revenue Code Section 6045(e); (iii) that neither Buyer nor Seller
shall seek to hold any such party liable for the disclosure to the Internal
Revenue Service of any such information; and (iv) to retain this Agreement for
at least four (4) years following the close of the calendar year in which the
Close of Escrow occurs.

     10. BROKERAGE COMMISSIONS. Each party represents and warrants to the other
that other than Seller's retention of MidAmerica Real Estate Company and Barr
Real Estate, Inc. ("Brokers") it has retained no brokers or finders to represent
its interests in connection with this transaction. Seller shall be responsible
for the payment of any commission to Brokers pursuant to a separate agreement
with Brokers. Each party agrees to indemnify and hold the other harmless from
and against all liabilities, costs, damages and expenses, including, without
limitation, reasonable attorneys' fees, resulting from any claims or fees or
commissions based upon agreements by it, if any, to pay any additional broker's
commission and/or finder's fee.

11. DAMAGE, DESTRUCTION AND CONDEMNATION.

     11.1 RISK OF PHYSICAL LOSS. Risk of physical loss to the Personal Property
and the Fee Properties shall be borne by Seller prior to the Close of Escrow and
by Buyer thereafter. In the event that a fire, flood, earthquake or other
casualty results in damage to (i) all or any substantial part of the Personal
Property; (ii) all or a substantial part of the Premises; or (iii) the Fee
Properties, resulting in estimated cost to repair which exceeds FIFTY THOUSAND
DOLLARS ($50,000.00) for any one Fee Property or Premises, as applicable, Buyer
shall have the option to terminate this Agreement with respect to the affected
Fee Property or Premises, provided notice of such termination is delivered to
Seller within twenty (20) days: following the date Buyer is notified by Seller
of the occurrence and nature of such casualty. If Buyer fats to terminate this
Agreement pursuant to the foregoing sentence within said twenty (20) day period,
Buyer shall be obligated to comply with the terms of this Agreement, in which
case Seller shall assign to Buyer the interest of Seller in all insurance
proceeds relating to such damage. Seller shall consult with Buyer regarding any
proposed settlement with the insurer and Buyer shall have the reasonable right
of approval thereof. Seller shall hold such proceeds until the Close of

                                      -26-
<PAGE>

Escrow. In the event this Agreement is terminated for any reason with respect to
an affected Fee Property or Premises, Buyer shall have no right to these
insurance proceeds. In the event Buyer delivers a notice of its intent to
terminate this Agreement with respect to an affected Fee Property or Premises,
Seller shall have the right to notify Buyer within thirty (30) days of receipt
of such notice that it intends to repair such damage or destruction ("Seller's
Repair Notice"), in which case this Agreement shall continue in full force and
effect with respect to such affected Fee Property or Premises and the Close of
Escrow shall be extended through the date which is ten (10) business days from
the completion of such repair; provided, however, that such extension may not be
extended greater than three (3) months from the date Seller delivers such
notice. In the event Seller is unable to deliver the Fee Property or Premises
with the completed repair of the damage or destruction within such three (3)
month period, this Agreement shall terminate with respect to the applicable Fee
Property or Premises and neither party shall have any further liability
hereunder with respect thereto. In the event that this Agreement terminates with
respect to any affected Fee Property or Premises pursuant to this Section, this
Agreement shall remain in full force and effect with respect to the balance of
the Fee Properties and/or Premises, with an appropriate adjustment to the
Purchase Price, if any. In the event that Seller delivers Seller's Repair Notice
and during any applicable three (3) month extension period as provided above,
Buyer's Loan Commitment expires, Buyer shall have a contingency with respect to
the Fee Property which is the subject of such Seller's Repair Notice to obtain
an extension of such Loan Commitment or a new financing commitment for such Fee
Property for a period of thirty (30) days from the expiration of such Loan
Commitment. Buyer shall use its commercially reasonable efforts to obtain such
replacement financing. In the event Buyer is unable to obtain satisfaction that
it will be able to obtain replacement financing for the applicable Fee Property,
Buyer may terminate this Agreement with respect to the Fee Property in question
pursuant to the provisions of Section 9.6. In the event that Buyer fails to
deliver written notice of such termination with respect to the Fee Property in
question pursuant to Section 9.6 within such thirty (30) day period, Buyer's
contingency shall be deemed satisfied and waived.

     11.2 CONDEMNATION. In the event that, prior to the Close of Escrow, any
governmental entity shall commence any actions of eminent domain or similar type
proceedings (all of which are herein called "condemnation") to take an aggregate
of ten percent (10%) or more of the Fee Properties or the Premises, Buyer shall
have the option to terminate this Agreement with respect to the affected Fee
Property or Premises, provided notice of such termination is delivered to Seller
within twenty (20) days following the notice to Buyer describing such taking. If
Buyer fails to terminate this Agreement pursuant to the foregoing sentence
within said twenty (20) day period, Buyer shall be obligated to comply with the
terms of this Agreement, in which case Buyer shall be entitled to at the
proceeds of such taking. Seller shall consult with Buyer regarding any proposed
settlement with the condemnor and Buyer shall have the reasonable right of
approval thereof. Seller shall hold such proceeds until the Close of Escrow. In
the event this Agreement is terminated with respect to any affected Fee Property
or Premises under this Section for any reason, Buyer shall have no right to
these condemnation proceeds. In the event that this Agreement is terminated with
respect to any affected Fee Property or Premises pursuant to this Section, this
Agreement shall remain in full force and effect with respect to all other Fee
Properties and the Premises with an appropriated adjustment to the Purchase
Price, if any.

                                      -27-

<PAGE>

12. POSSESSION: DEFAULT.

     12.1 POSSESSION. Possession of the Fee Properties and the Premises shall be
delivered to Buyer as of Close of Escrow for each Fee Property and Premises,
subject to the rights of the landlords under the Leases of the Premises.

     12.2 UTILITIES. Buyer and Seller shall cause all utilities which are in the
name of Seller to be transferred to the name of Buyer as of the Close of Escrow
for the applicable Fee properties or the Premises as set forth in the Closing
Schedule or as soon thereafter as practicable.

     12.3 LIQUIDATED DAMAGES. IF BUYER SHOULD DEFAULT FOR ANY REASON WHATSOEVER
UNDER THIS AGREEMENT; PROVIDED THAT BUYER'S PERFORMANCE HEREUNDER HAS NOT BEEN
EXCUSED BY A PRIOR DEFAULT OF SELLER HEREUNDER, THEN AND IN SUCH EVENT, SELLER
SHALL BE RELEASED FROM ITS OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING THE
OBLIGATION TO SUBLEASE THE PREMISES, SELL THE FEE PROPERTIES, AND SELL TILE
PERSONAL PROPERTY, AND BUYER SHALL PAY ALL ESCROW CANCELLATION CHARGES AND
ESCROW HOLDER SHALL RELEASE TO SELLER THE DEPOSIT WITH THE INTEREST EARNED
THEREON AS LIQUIDATED DAMAGES. IN THE EVENT ONE OR MORE OF THE FEE PROPERTIES
AND/OR THE PREMISES HAVE ALREADY BEEN CONVEYED TO BUYER AT THE TIME OF THE
BREACH OF DEFAULT BY BUYER UNDER THIS SECTION, THE PROVISIONS OF THIS SECTION
SHALL NONETHELESS BE EFFECTIVE AND SELLER SHALL BE RELEASED FROM ITS OBLIGATIONS
HEREUNDER AND THE DEPOSIT SHALL BE RELEASED BY ESCROW HOLDER AS LIQUIDATED
DAMAGES FOR THE FAILURE OF BUYER TO COMPLETE THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT. THE PARTIES AGREE THAT THE FOREGOING SUM IS A REASONABLE SUM
CONSIDERING ALL CIRCUMSTANCES THAT EXIST ON THE DATE OF THIS AGREEMENT,
INCLUDING: (1) THE RELATIONSHIP OF THE FOREGOING SUM TO THE RANGE OF HARM TO
SELLER THAT COULD REASONABLY BE ANTICIPATED; AND (2) THE ANTICIPATION THAT PROOF
OF ACTUAL DAMAGES WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO DETERMINE.
SELLER AND BUYER HAVE BOTH PLACED THEIR INITIALS IN THE SPACES BELOW TO INDICATE
THAT THEY HAVE READ, UNDERSTAND AND AGREE TO THIS LIQUIDATED DAMAGES PROVISION.

                        SELLER'S INITIALS ______________

                        BUYER'S INITIALS _______________

     12.4 SELLER'S DEFAULT. In the event Seller defaults under this Agreement,
Buyer may pursue any right or remedy it may have under applicable law, or in
equity, including, without limitation, specific performance or a suit for
damages.

                                      -28-
<PAGE>

13. MISCELLANEOUS.

     13.1 ASSIGNMENT. Neither Buyer nor Seller may assign this Agreement, or any
part hereof, without the prior written consent of the other party which may be
withheld in each party's sole discretion.

     13.2 SUCCESSORS AND ASSIGNS. Subject to the limitations of Section 13.1,
this Agreement shall be binding upon the parties hereto and their respective
heirs, representatives, transferees, successors and assigns.

     13.3 TIME OF ESSENCE. Time is of the essence in this Agreement and with
respect to each covenant and condition hereof. Buyer and Seller each
specifically agrees to strictly comply and perform its obligations herein in the
time and manner specified and waives any and at rights to claim such compliance
by mere substantial compliance with the terms of this Agreement.

     13.4 TIME PERIOD COMPUTATIONS. All periods of time referred to in this
Agreement shall include all Saturdays, Sundays and Illinois state or national
holidays unless the reference is to business days, in which event such weekends
and holidays shall be excluded in the computation of time and provide that if
the last date to perform any act or give any notice with respect to this
Agreement shall fall on a Saturday, Sunday or Illinois state or national
holiday, such act or notice shall be deemed to have been timely performed or
given on the next succeeding day which is not a Saturday, Sunday or Illinois
state or national holiday.

     13.5 ATTORNEYS' FEES. In the event of any action or proceeding between
Buyer and Seller seeking enforcement or interpretation of any of the terms and
conditions of the Escrow, this Agreement or the documents incorporated herein,
the prevailing party in such action or proceeding shall be awarded, in addition
to damages, injunctive or other relief, its reasonable costs and expenses,
including but not limited to reasonable attorneys' fees and costs including
expert witness, consultant, photocopying, facsimile, messenger, postage and
other costs, whether incurred at trial or during any appeal.

     13.6 INTERPRETATION: GOVERNING LAW. This Agreement shall be construed
according to its fair meaning and as if prepared by both parties hereto. This
Agreement shall be construed in accordance with the laws of the State of
Illinois in effect at the time of the execution of this Agreement. Titles and
captions are for convenience only and shall not constitute a portion of this
Agreement. As used in this Agreement, masculine, feminine or neuter gender and
the singular or plural number shall each be deemed to include the others
wherever and whenever the context so dictates.

     13.7 NO WAIVER. No delay or omission by either party hereto in exercising
any right or power accruing upon the compliance or failure of performance by the
other party hereto under the provisions of this Agreement shall impair any such
right or power or be construed to be a waiver thereof. A waiver by either party
hereto of a breach of any of the covenants, conditions or agreements hereof to
be performed by the other party shall not be construed as a waiver of any
succeeding breach of the same or other covenants, agreements, restrictions or
conditions hereof

                                      -29-

<PAGE>

     13.8 MODIFICATIONS. Any alteration, change or modification of or to this
Agreement, in order to become effective, shall be made by written instrument or
endorsement thereon and in each such instance executed on behalf of each party
hereto.

     13.9 SEVERABILITY, If any term, provision, condition or covenant of this
Agreement or the application thereof to any party or circumstances shall, to any
extent, be held invalid or unenforceable, the remainder of this instrument, or
the application of such term, provision, condition or covenant to persons or
circumstances other than those as to whom or which it is held invalid or
unenforceable, shall not be affected thereby, and each term and provision of
this Agreement shall be valid and enforceable to the fullest extent permitted by
law.

     13.10 HEADINGS. Headings at the beginning of each numbered Section of this
Agreement are solely for the convenience of the parties and are not a part of
this Agreement.

     13.11 MERGER OF PRIOR AGREEMENTS AND UNDERSTANDINGS. This Agreement, and
other documents incorporated herein by reference contain the entire
understanding between the parties relating to the transaction contemplated
hereby and all prior or contemporaneous agreements, understandings,
representations and statements, oral or written, are merged herein and shall be
of no further force or effect.

     13.12 EXECUTION IN COUNTERPART. This Agreement and any modifications,
amendments or supplements thereto may be executed in several counterparts, and
all so executed shall constitute one agreement binding on all parties hereto,
notwithstanding that all parties are not signatories to the original or the same
counterpart.

     13.13 SURVIVAL. This Agreement and all covenants, representations and
warranties contained herein shall survive the Closing and this Agreement shall
remain a binding contract between the parties hereto.

     13.14 NOTICES. All notices under this Agreement shall be effective upon:
(i) personal delivery to Buyer or Seller, as the case may be; or (ii) actual
receipt if delivered by facsimile transmission so long as the original notice is
deposited in overnight mail (Express Mail) or overnight courier service (e.g.,
Airborne, Federal Express, etc.); (iii) the next business day after deposit with
a reputable overnight courier service; or (iv) three (3) business days after
deposit in the United States mail, registered, certified, postage fully prepaid
and addressed to the respective parties as follows:


     To the Seller:      Chi-Chi's, Inc.
                         c/o Family Restaurants, Inc. 
                         18831 Von Karman, Suite 400 
                         Irvine, California 92612
                         Attn: Michael E. Malanga 
                         Fax: (714) 724-9914

                                      -30-

<PAGE>


     With a copy to:      Family Restaurants, Inc.
                          18831 Von Karman Avenue
                          Irvine, California 92612
                          Attn: Todd E. Doyle, Esq.
                          General Counsel
                          Fax: (714) 757-8076

     With a copy to:      Rutan & Tucker
                          611 Anton Boulevard, Suite 1400
                          Costa Mesa, California 92626
                          Attn: F. Kevin Brazil, Esq.
                          Fax: (714) 546-9035

     To the Buyer:        Shells Seafood Restaurants, Inc.
                          16313 North Dale Mabry, Suite 100
                          Tampa, Florida 33618
                          Attn: Mr. Dan Parz
                          Fax: (813) 960-9059

     With a copy to:      Fulbright & Jaworski LLP
                          666 Fifth Avenue, 31st Floor
                          New York, New York 10103-3198
                          Attn: Sheldon G. Nussbaum, Esq.
                          Fax: (212) 752-5958

     13.15 NO RESPONSE TO REQUEST FOR CONSENT. Anywhere in this Agreement where
either party is obligated to not unreasonably withhold any consent required
hereunder, such consent shall also not be unreasonably delayed.

     13.16 EXHIBITS. EXHIBITS "A-1" through "I" inclusive, and SCHEDULES 1.1A,
1.1B, 1.1C, 1.1D, 1.1E, 1.1F, 1.1G, 1.1B(iii), 2.2, 3.4A, 3.4B, 3.4C, 3.4D, 6.9,
8.2F and 8.2G attached hereto, are incorporated herein by this reference.

     IN WITNESS WHEREOF, the parties hereto have executed this Asset Purchase
And Sale Agreement And Escrow Instructions as of the date set forth above.

                            CHI-CHI's, INC.,
                            a Delaware corporation

                            By /s/ ILLEGIBLE
                              --------------------
                              Its: Vice President

                              "Seller"

                                      -31-
<PAGE>



                             SHELLS SEAFOOD RESTAURANTS, INC.,
                             a Delaware corporation
                             
                             By: /s/ W.E. HATTAWAY
                               ---------------------
                               Its: President 3-2-98
                                   -----------------

                             By: /s/ ILLEGIBLE
                                ----------------------
                                Its: Secretary 3-12-98
                                    ------------------

                             "Buyer"

                                      -32-