LAW OFFICES
                   Nelson Mullins Riley & Scarborough, L.L.P.
                   A REGISTERED LIMITED LIABILITY PARTNERSHIP
                           999 PEACHTREE STREET, N.E.
                                FIRST UNION PLAZA
                                   SUITE 1400
                             Atlanta, Georgia 30309
                            TELEPHONE (404) 817-6000
                            FACSIMILE (404) 817-6050
                                  www.nmrs.com

       Wade H. Stribling                                    OTHER OFFICES:  
        (404) 817-6126                               Charleston, South Carolina
Internet Address: WXS@nmrs.com                        Charlotte, North Carolina 
                                                      Columbia, South Carolina  
                                                     Greenville, South Carolina 
                                                    Myrtle Beach, South Carolina
                                                 


                                January 12, 1999

Via Facsimile
-------------

Mr. Jack Canouse
J.P. Carey, Inc.

Mr. Steve Hicks
Southridge Capital Management, Inc.


     Re: Series D Preferred Stock of Harvest Restaurant Group, Inc.

Gentlemen:

     A number  of  subscribers  for the  Series  D  Preferred  Stock of  Harvest
Restaurant Group, Inc. executed Regulation D Subscription Agreements but did not
fill in  Section  11,  which is  understandable  given  the  complexity  of this
transaction.  Nevertheless,  it is imperative that each Section 11 be completed.
By your signature to this letter,  you authorize this firm to fill in Section 11
of the  executed  Subscription  Agreements  for each of the  subscribers  in the
respective  amounts  set  forth  below.   Please  note  that  the  subscriptions
pertaining to the  replacement  $500,000 in the fourth column of the table below
are being  subscribed  for  together  with the Series C Escrow  Money,  and will
therefore the amounts in the two columns will be added together in Section 11 of
the Subscription Agreement, on account of the fact that they are being converted
into Series D shares at the same rate.

     Also, pleased be advised that we have received partial signature pages from
Canadian Advantage,  L.P., but did not think, based on information received from
Jack, that this entity had any funds in the  transaction.  Please let us know if
and where this entity fits in.

<TABLE>
<CAPTION>


Subscriber              Amount in Series C    Amount in Escrowed      Amount of Replacement   Final $2,000,000
                                                 $1,500,000               $500,000
--------------------------------------------------------------------------------------------------------------
<S>                        <C>                      <C>                    <C>                   <C>    
Sovereign Partners, L.P.   1,000,000                250,000                100,000               400,000
Atlantis                     375,000                 93,750                200,000               300,000
Dominion Capital             625,000                156,250                200,000               800,000

GPS                                0                300,000                      0               150,000
Atlas                              0                300,000                      0               150,000
Brito                              0                200,000                      0               100,000
Grimaldi                           0                200,000                      0               100,000
==============================================================================================================
TOTALS:                    2,000,000              1,500,000                500,000             2,000,000
==============================================================================================================

</TABLE>

<PAGE>

     Please review this information  carefully and let us know if it is accurate
and complete.  Then, with the authority given to us by your signature  below, we
will fill in the appropriate pages of the Subscription Agreement.

     Please feel free to call either me or Bob Copps to discuss this information
at any time.

                                              Sincerely,



                                              Wade H. Stribling


AGREED TO AND ACCEPTED:

J.P. CAREY, INC.


By: ____________________
    Name:

    Title:


SOUTHRIDGE CAPITAL MANAGEMENT


By: ____________________
    Name:

    Title: