EMPLOYMENT AGREEMENT
                              --------------------




     THIS EMPLOYMENT AGREEMENT ("Agreement"), is made and entered into as of the
14th day of  January,  1999,  by and  between  Clyde E. Culp,  III  (hereinafter
referred to as  "Employee"),  Harvest  Restaurant  Group,  Inc.,  a  corporation
organized  under  the laws of the  State of Texas  (hereinafter  referred  to as
"Harvest" or the "Company"), and Hartan, Inc., a corporation organized under the
laws of the State of Texas and a wholly-owned subsidiary of Harvest ("Hartan").

     In  consideration  of the premises and the mutual  promises and  agreements
contained  herein,  the parties  hereto,  intending to be legally bound,  hereby
agree as follows:


                        Section 1. Scope of Employment.
                        -------------------------------

     1.1 Employment.  Subject to the terms hereof,  the Company hereby agrees to
employ  Employee,  and Employee hereby accepts such  employment.  Employee shall
hold the title of  Chairman  and Chief  Executive  Officer of the Company and in
that capacity  Employee  shall have such authority and  responsibilities  as are
consistent  with his position and which may be set forth in this  Agreement,  in
the  Bylaws,  or  assigned  by the  Board of  Directors  from  time to time (the
"Services").  The  Company  may,  at its  discretion,  assign to  Employee  such
additional  or different  title or titles,  having  equivalent  stature to those
titles  currently  held, as are  appropriate to the Services being  performed by
Employee.  At the request and in the  discretion of the Company,  Employee shall
serve as an officer  and/or  director  of any  subsidiary  or  affiliate  of the
Company, including Hartan, and shall perform services for any such subsidiary or
affiliate as are appropriate to and consistent with the Services being performed
by Employee for the Company. Employee shall devote his time, energy and skill to
performing his obligations hereunder and shall perform his obligations hereunder
diligently,  faithfully  and to the best of Employee's  abilities.  Employee may
devote reasonable periods of time to serve as a director or advisor to, or as an
owner of,  other  organizations,  to  perform  charitable  and  other  community
activities, and to manage his personal investments; provided, however, that such
activities  do not  materially  interfere  with the  performance  of his  duties
hereunder.

     1.2 Place of Performance.  During the term of his employment hereunder (the
"Term"),  Employee  shall be  based at the  corporate  offices  of the  Company,
currently in Atlanta, Georgia except for reasonably required travel on business.

     1.3  Compliance  with  Policies.  Subject  to the terms of this  Agreement,
during  the Term,  Employee  shall  comply  in all  material  respects  with all
policies  and  procedures  applicable  to  similarly  situated  employees of the
Company generally and to Employee specifically.


<PAGE>



                                Section 2. Term.
                                ----------------

     The Term  shall be for a period  of five (5)  years,  ending  on the  fifth
anniversary  of  the  date  of  this  Agreement,   subject,  however,  to  prior
termination as provided for in this Agreement.


                       Section 3. Compensation; Expenses.
                       ----------------------------------

     3.1 Base Salary.  Employee  shall be paid a base salary (the "Base Salary")
during the Term at a rate of Two  Hundred  Thousand  Dollars  ($200,000.00)  per
annum. The Base Salary and all payments  pursuant to this Section 3 shall be (a)
payable on a normal payroll  schedule,  and (b) subject to any  withholdings and
deductions  required by applicable  law.  Employee  shall receive an increase in
salary each year on his anniversary  date,  based on the  recommendation  of the
Board of Directors.
 
     3.2 Stock Option Plan.  The Company  agrees to implement or utilize a stock
option plan and Employee shall be eligible for participation in that plan.

     3.3 Expense Reimbursement.  The Company shall pay or reimburse Employee for
all reasonable  business  expenses incurred or paid by Employee in the course of
performing  his duties  hereunder and in accordance  with Company  policy.  As a
condition to such payment or reimbursement, however, Employee shall maintain and
provide to the Company, upon the Company's request, reasonable documentation and
receipts for such expenses.

     3.4 Bonus. Employee shall be entitled to receive an annual bonus based on a
bonus program  approved by the Employee and the Board of Directors.  Such annual
bonus will be determined in accordance  with goals set by Employee and the Board
of Directors and shall permit Employee to earn a bonus in an amount  potentially
equal to his annual salary.
 

                         Section 4. Employee Benefits.
                         -----------------------------

     4.1  Benefit  Plans.  During  the  Term,  Employee  shall  be  entitled  to
participate in such of the Company's retirement,  supplemental retirement, life,
health,  disability  and  other  insurance  programs,  as well as other  benefit
programs, which are generally available to other similarly situated employees of
the Company, subject to the Company's policies with respect to all such benefits
or  insurance  programs  or plans.  The  Company  shall  not,  by virtue of this
provision,  be under any  obligation  to Employee  to  continue to maintain  any
particular  plan or program or any  particular  benefit  level under any plan or
program.

                                       2
<PAGE>


     4.2 Key Man Insurance.  If the Employee's employment with the Company shall
be terminated  during the Term by reason of the  Employee's  death,  the Company
shall pay to the Employee's  estate within 15 days after the Termination  Date a
lump sum cash payment of at least $1 million paid from a key man life  insurance
policy to be purchased by the Company.
 

                            Section 5. Termination.
                            -----------------------

     5.1  Death or  Total  Disability.  Employee's  employment  hereunder  shall
terminate upon Employee's  death. The Company may, in accordance with applicable
state  and  federal  laws  and  regulations,   terminate  Employee's  employment
hereunder in the event of Employee's total disability (total disability  meaning
the inability of Employee to perform  substantially all of his current duties as
required  hereunder  for a  continuous  period of 90 days  because  of mental or
physical condition, illness or injury)

     5.2 Cause. The Company may terminate  Employee's  employment  hereunder for
"Cause." "Cause" shall mean (a) Employee's default,  willful malfeasance,  fraud
or dishonesty in the  performance of his obligations  hereunder;  (b) Employee's
breach of or failure  to observe  the terms of this  Agreement  in any  material
respect;  or (c) Employee's  engaging in conduct or activities  involving  moral
turpitude that is reasonably  likely to cause material damage to the business or
reputation  of the  Company,  any  affiliate of the  Company,  or any  personnel
thereof.

     5.3  Resignation or Termination  without Cause.  Either party may terminate
Employee's  employment  hereunder  without  cause upon thirty (30) days  written
notice to the other party.

     5.4  Termination  Date  and  Notice  of  Termination.  Any  termination  of
Employee's  employment by the Company (other than  termination upon the death of
Employee) shall be  communicated by written notice to Employee,  and the date of
termination shall be the date on which such notice is given.

     5.5  Severance  Payments.  For  purposes  of  this  Agreement,   Employee's
entitlement to any severance payments upon termination of this Agreement will be
as set forth below:

          (a) Termination Without Cause. If Employee is terminated without Cause
or if there is a Change of Control (as defined below), Employee will be entitled
to a payment equal to his remaining Base Salary for the period  beginning on the
date of  termination  and  ending on the fifth  anniversary  of the date of this
Agreement,  together  with a payment  in an amount  equal to the  average of the
annual  bonuses  received by Employee  for the years ending prior to the date of
termination  multiplied  by the number of years  remaining  between  the date of
termination  and the  fifth  anniversary  of the  date of  this  Agreement.  For
purposes of this  Agreement,  a demotion or a  requirement  of  relocation  from
Employee's  applicable  principal place of residence as described in Section 1.2
will be deemed to be a termination without Cause.

                                       3
<PAGE>


          (b) Voluntary  Termination.  If Employee  voluntarily  terminates this
Agreement  for any  reason,  Employee  will be  entitled  to the lesser of (x) a
payment  equal to six (6) months'  Base Salary at  Employee's  then current rate
together  with an amount equal to one-half of the average of  Employee's  annual
bonuses  awarded  pursuant to this Agreement for each year preceding the date of
termination,  to be paid in six (6) monthly  installments;  or (y) his remaining
Base  Salary  through  the  fifth  anniversary  of the  date of this  Agreement.
Employee  will  provide a minimum of thirty  (30) days prior  written  notice of
Employee's  resignation  to the Company's  Board of  Directors.  The Company may
accept  such  resignation  effective  as of any date during such thirty (30) day
period as the Company deems appropriate,  provided that for the duration of such
thirty (30) day period, Employee will receive his Base Salary and be entitled to
participate at the Company's expense in any  Company-sponsored  benefit programs
in which  Employee was a  participant  as of the  effective  date of  Employee's
resignation.   In  the  event  that  the  Company  does  not  accept  Employee's
resignation  prior to the end of the end of the  thirty-day  period,  Employee's
resignation shall be deemed effective on the thirtieth day.

          (c)  Termination  for  Cause.  Employee  will not be  entitled  to any
payment whatsoever if this Agreement is terminated "for Cause," unless a payment
is  approved  by the  Board  in its sole  discretion;  provided,  however,  that
Employee will receive such Base Salary that is accrued but unpaid up to the date
of such termination for Cause.
 
          (d)  Treatment of Stock  Options upon  Termination.  In the event that
Employee  voluntarily  terminates  this  Agreement or is  terminated  for Cause,
Employee shall retain all vested but unexercised stock options.  In the event of
a termination without Cause, or a Change in Control,  Employee shall be entitled
to retain all stock options that have been earned, whether vested or not vested.

          (e) Change in Control.  For  purposes  of this  Agreement a "Change in
Control" shall mean an event as a result of which: (i) any "person", "groups" or
"companies"  (as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934 (the "Exchange Act")), is or becomes the "beneficial owner"
(as defined in Rule 13d-3 under the Exchange Act,  except that a person,  groups
or companies  shall be deemed to have  "beneficial  ownership" of all securities
that such person has the right to  acquire,  whether  such right is  exercisable
immediately or only after the passage of time), directly or indirectly,  of more
than 50.1% of the total voting  power of the voting  stock of the Company;  (ii)
the Company  consolidates  with, or merges with or into another  corporation  or
sells,  assigns,  conveys,  transfers,  leases or  otherwise  disposes of all or
substantially  all of its assets to any person or any  corporation  consolidates
with, or merges with or into, the Company pursuant to a transaction in which the
outstanding  voting stock of the Company is changed into or exchanged  for cash,
securities  or other  property,  other than any such  transaction  where (A) the
outstanding  voting stock of the Company is changed  into or  exchanged  for (x)
voting stock of the surviving or transferee  corporation or (y) cash, securities
(whether or not including  voting stock) or other property,  and (B) the holders
of the voting stock of the Company  immediately  prior to such  transaction own,
directly or  indirectly,  not less than 50.1% of the voting  power of the voting
stock of the surviving  corporation  immediately after such transaction,  except

                                       4
<PAGE>


that a merger of the Company with or into any of its  subsidiaries,  whether now
in existence or hereafter formed or acquired,  shall not constitute a "Change in
Control";  or (iii)  individuals  who at the Effective Date constitute the Board
(together  with any new directors  whose election or nomination for election was
approved by the Board in existence on the  Effective  Date) cease for any reason
to  constitute  a majority of the Board;  or (iv) the Company is  liquidated  or
dissolved or adopts a plan of liquidation.


                            Section 6. Pay or Play.
                            -----------------------

     Nothing  herein shall be deemed to obligate  the Company to use  Employee's
services  pursuant  hereto  or  otherwise  and  the  Company  shall  have  fully
discharged  its   obligations  to  Employee  by  providing   Employee  with  the
compensation and benefits specified hereunder.


                          Section 7. Representations.
                          ---------------------------

     7.1 Of Employee.  Employee  represents and warrants to the Company that (a)
his  execution,  delivery and  performance of this Agreement do not and will not
conflict with, violate, or constitute a breach of or default under any provision
of law or  regulation  applicable  to him  or any  provision  of any  agreement,
contract or other instrument to which he is a party or otherwise bound; (b) this
Agreement  constitutes  the legal,  valid and binding  obligation  of  Employee,
enforceable  against  Employee in accordance with its terms;  and (c) he has not
received any legal advice  contrary to his  representations  or  warranties  set
forth in this Section 7.1.

     7.2 Of the Company.  The Company  represents  and warrants to Employee that
(a) this Agreement has been duly executed and delivered by the Company;  (b) the
execution,  delivery and  performance of this Agreement by the Company have been
duly  authorized  by  all  necessary   corporate  action;   (c)  this  Agreement
constitutes the legal, valid and binding obligation of the Company,  enforceable
against the Company in accordance  with its terms;  (d) the execution,  delivery
and  performance  of this  Agreement by the Company do not and will not conflict
with, violate, or constitute a breach of the Articles of Incorporation or Bylaws
of the Company or any of its subsidiaries or any law or regulation applicable to
the Company or any of its subsidiaries; and (e) the Company has not received any
legal advice contrary to the Company's  representations and warranties set forth
in this Section 7.2.


                       Section 8. Nondisclosure Covenant.
                       ----------------------------------

     Through  exercise of his rights and  performance of his  obligations  under
this Agreement,  Employee will be exposed to "Trade  Secrets" and  "Confidential
Information" (as those terms are defined in the next sentences). "Trade Secrets"

                                       5
<PAGE>


shall mean information or data of or about the Company or any affiliated entity,
including,  but  not  limited  to,  technical  or  nontechnical  data,  recipes,
formulas,  patterns,  compilations,   programs,  devices,  methods,  techniques,
drawings,  processes,  financial data, financial plans, products plans, or lists
of actual or potential customers, clients, distributors, or licensees, that: (i)
derive economic value,  actual or potential,  from not being generally known to,
and not being  readily  ascertainable  by proper means by, other persons who can
obtain economic value from their  disclosure or use; and (ii) are the subject of
efforts that are reasonable  under the  circumstances to maintain their secrecy.
To the extent that the foregoing definition is inconsistent with a definition of
"trade secret" mandated under applicable law, the latter definition shall govern
for  purposes  of  interpreting  Employee's  obligations  under this  Agreement.
"Confidential  Information"  shall  mean  valuable,  non-public,   competitively
sensitive  data and  information  relating to the business of the Company or any
affiliated entity, other than Trade Secrets, including (without limitation) oral
and written  information  concerning the Company or its  affiliates  relating to
financial  position and results of operations  (revenues,  margins,  assets, net
income,  etc.),  annual  and  long-range  business  plans,  marketing  plans and
methods,  account invoices,  customer information,  personnel  information,  and
accounting and vendor  information.  Employee  acknowledges  and agrees that any
unauthorized  disclosure  or use of any of the  Trade  Secrets  or  Confidential
Information  would  be  wrongful  and  would  likely  result  in  immediate  and
irreparable injury to the Company. Except as required to perform his obligations
under this  Agreement or except with the  Company's  prior  written  permission,
Employee  shall not,  without the express prior written  consent of the Company,
redistribute,  market,  publish,  disclose  or  divulge  to any other  person or
entity,  or use or modify for use,  directly  or  indirectly  in any way for any
person or entity:  (i) any Trade  Secrets at any time (during or after the Term)
during  which such  information  or data shall  continue to  constitute a "trade
secret" under applicable law; and (ii) any Confidential  Information  during the
Term and for a period of  twelve  (12)  months  thereafter.  Employee  agrees to
cooperate  with any  reasonable  confidentiality  requirements  of the  Company.
Employee shall immediately notify the Company of any unauthorized  disclosure or
use of any Trade Secrets or Confidential  Information of which Employee  becomes
aware.

                       Section 9. Restrictive Covenants.
                       ---------------------------------

     9.1 Non-Competition.  During Employee's employment with the Company and for
a period of twelve (12) months after termination, Employee will not (without the
prior consent of the Company)  compete with the Company or any of its affiliates
by (i)  serving as an  officer,  director,  or  employee  of,  (ii)  directly or
indirectly,  forming, or (iii) directly or indirectly,  acquiring more than a 5%
investment in, a Competing Business in the Territory. Notwithstanding the above,
the Company  acknowledges and agrees that Employee may continue those activities
which  the  Employee  was  engaged  in prior  to  execution  of this  Agreement,
including his involvement with Long John Silver's, Wrapsters, El Chico Holdings,
Donato's and Bakery Resources Group. As used herein,  the "Territory" shall mean
the area  within a five (5) mile  radius of the  Company  restaurants  listed on

                                       6
<PAGE>


Exhibit  A  attached  hereto.   "Competing  Business"  shall  mean  development,
acquisition  or  franchising  of restaurants in the casual dining or "sit- down"
category  (i.e.,  not "fast food") which  primarily  offer  rotisserie  chicken,
prepared ribs,  prepared chicken  fingers,  or prepared chicken wings as primary
menu  items,  and shall also mean the  operation  of a catering  business  which
offers  such  items.  The  parties  recognize  the  number and  location  of the
restaurants listed on Exhibit A may change during the Term of this Agreement and
agree to negotiate in good faith to amend this Agreement to reflect such changes
as and when appropriate.

     9.2  Non-Solicitation.  During  the Term and for a period  of  twelve  (12)
months thereafter,  Employee will not (without the prior consent of the Company)
(i) solicit,  divert, or hire away, or (ii) attempt to solicit,  divert, or hire
away,  any  Employee  to, or  full-time  employee  of the  Company or any of its
affiliates,  to go to work for a Competing Business. Both parties agree that the
prohibitions  contained in the preceding  sentence shall not apply to the hiring
by Employee of any former employee of the Company who voluntarily  resigned from
or was  terminated  by  the  Company  prior  to any  solicitation  or  attempted
solicitation of that former employee by Employee.


                        Section 10. Return of Materials.
                        --------------------------------

     At any point during the initial Term or any renewal  Term,  at the specific
request of the  Company,  or, in any event,  as  promptly as  practicable  after
Employee's employment hereunder has been terminated, Employee will return to the
Company all Work Product (including any copies or reproductions  thereof and any
materials  constituting or containing Trade Secrets or Confidential  Information
of the Company) that are in Employee's possession or control.


                          Section 11. Acknowledgement.
                          ----------------------------

     The  parties  acknowledge  and agree  that the  covenants  of  Employee  in
Sections  8,  9,  10 and  11  (collectively,  the  "Protective  Covenants")  are
reasonable as to time,  scope and territory  given the Company's need to protect
its substantial  investment in its Confidential  Information,  Trade Secrets and
customer and employee relationships, and particularly given (a) the compensation
and  benefits  that are to be  provided  Employee,  and (b) the  complexity  and
competitive nature of the Company. Notwithstanding Section 13 below, the parties
further  acknowledge  that any  breach  or  threatened  breach  of a  Protective
Covenant by Employee is likely to result in  irreparable  injury to the Company,
and therefore,  in addition to all remedies  provided at law or in equity (which
remedies shall be cumulative and not mutually  exclusive),  Employee agrees that
the Company shall be entitled to file suit in a court of competent  jurisdiction
to seek a temporary  restraining  order and a permanent  injunction to prevent a
breach or contemplated breach of the Protective Covenant.

                                       7
<PAGE>


                            Section 12. Arbitration.
                            ------------------------

     Any  controversy  or claim  against  the  Company  or any of its  officers,
directors,  employees  or  agents  arising  from,  out of or  relating  to  this
Agreement,  the breach thereof (other than controversies or claims arising from,
out of or relating to the  Protective  Covenants,  with  respect to which either
party may seek injunctive  and/or other equitable relief in a court of competent
jurisdiction  as set forth in Section  14.2),  or the  employment or termination
thereof of  Employee  by the  Company  which  would  give rise to a claim  under
federal,  state or local law  (including but not limited to claims based in tort
or contract, claims for discrimination under state or federal law, and/or claims
for  violation  of any  federal,  state or local  law,  statute  or  regulation)
("Claims"),  shall be submitted to an impartial mediator  ("Mediator")  selected
jointly by the parties.  Both parties  shall attend a mediation  conference  and
attempt  to resolve  any and all  Claims.  If they are not able to  resolve  all
Claims,  any  unresolved  Claims,  including  any dispute as to whether a matter
constitutes a Claim which must be submitted to arbitration,  shall be determined
by final  and  binding  arbitration  in  Georgia  in  accordance  with the Model
Employment  Dispute  Resolution  Rules  ("Rules")  of the  American  Arbitration
Association, by an experienced employment arbitrator licensed to practice law in
the State of Georgia in accordance with the Rules,  except as herein  specified.
The  arbitrator  shall be  selected  by  alternate  striking  from a list of six
arbitrators,  half of  which  shall  be  supplied  by the  Company  and  half by
Employee.  The party not  initiating  the  arbitration  shall strike first.  The
process  shall  be  repeated  twice  until  an  arbitrator  is  selected.  If an
arbitrator  is still not  selected,  the Mediator  shall provide a list of three
names  which  will  be  alternately   struck,  with  the  party  initiating  the
arbitration striking first, until a selection is made.

     A demand for  arbitration  shall be made within a reasonable time after the
Claim has arisen. In no event shall the demand for arbitration be made after the
date when institution of legal and/or equitable  proceedings based on such Claim
would be barred by the  applicable  statute  of  limitations.  Each party to the
arbitration  will be  entitled  to be  represented  by counsel and will have the
opportunity  to take one  deposition of an opposing  party or witness before the
arbitration hearing. By mutual agreement of the parties,  additional depositions
may be taken. The arbitrator shall have the authority to hear and grant a motion
to dismiss and/or for summary  judgment,  applying the standards  governing such
motions  under the Federal Rules of Civil  Procedure.  Each party shall have the
right to subpoena  witnesses and documents for the arbitration  hearing. A court
reporter shall record all arbitration proceedings.

     With respect to any Claim brought to  arbitration  hereunder,  either party
may be entitled to recover whatever damages would otherwise be available to that
party in any legal proceeding based upon the federal and/or state law applicable
to the matter and as specified by Section 14.2.  The decision of the  arbitrator
may be entered and enforced in any court of competent jurisdiction by either the
Company or Employee. Each party shall pay the fees of their respective attorneys
(except as otherwise awarded by the arbitrator), the expenses of their witnesses
and any other expenses  connected with presenting their Claim or defense.  Other
costs of the  arbitration,  including the fees of the Mediator,  the arbitrator,
the cost of any record or transcript of the  arbitration,  administrative  fees,
and other fees and costs,  shall be borne  equally by the  parties,  one-half by

                                       8
<PAGE>


Employee,  on the one hand,  and  one-half  by the  Company,  on the other hand.
Should  Employee  or the Company  pursue any  dispute or matter  covered by this
Section by any method other than said arbitration, the responding party shall be
entitled  to recover  from the other party all  damages,  costs,  expenses,  and
attorneys' fees incurred as a result of such action. The provisions contained in
this  Section  13  shall  survive  the  termination  and/or  expiration  of this
Agreement.

     The  parties  indicate  their  acceptance  of  the  foregoing   arbitration
requirement by initialing below:

     /s/ Timothy R. Robinson                     /s/ Clyde E. Culp, III  
     -----------------------                     -------------------------------
     For the Company                             Employee



                           Section 13. Miscellaneous.
                           --------------------------

     13.1 Binding Effect. This Agreement shall inure to the benefit of and shall
be binding  upon  Employee  and his  executor,  administrator,  heirs,  personal
representative  and  assigns,  and the Company and its  successors  and assigns;
provided,  however,  neither party hereto shall be entitled to assign any of its
rights,  or  delegate  any of its  duties  (except,  in the  case  of  Employee,
customary  delegation of authority not  inconsistent  with this  Agreement;  and
except,  in the case of the Company,  to any person or entity  acquiring  all or
substantially  all of the assets of the  Company  or to any entity  controlling,
controlled by or under common control with the Company),  hereunder  without the
prior written consent of the other party.

     13.2 Governing  Law. This  Agreement  shall be deemed to be made in, and in
all respects shall be  interpreted,  construed and governed by and in accordance
with, the laws of the State of Georgia.  The parties hereto agree that the state
or federal courts in the State of Georgia shall have personal  jurisdiction over
them with respect to, and shall be the exclusive  forum for the  resolution  of,
any  matter  or  controversy  arising  from or with  respect  to the  Protective
Covenants.  Service of a summons  and  complaint  concerning  any such matter or
controversy may, in addition to any other lawful means, be effected by sending a
copy of such summons and  complaint by certified  mail to the party to be served
as specified in Section 14.4 hereof.

     13.3  Headings.  The  section and  subsection  headings  contained  in this
Agreement  are for  reference  purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.

     13.4 Notices.  Unless otherwise agreed to in writing by the Parties hereto,
all  communications  provided  for  hereunder  shall be in writing  and shall be
deemed to be given when delivered if delivered in person or by telecopy, or five
(5) business days after being sent by first-class mail, registered or certified,
return receipt requested, with proper postage prepaid, and
 
                                       9
<PAGE>



                  (a)      If to the Employee, addressed to;

                           Mr. Clyde E. Culp, III
                           Harvest Restaurant Group, Inc.
                           2662 Holcomb Bridge Road
                           Suite 320
                           Alpharetta, Georgia 30022
                           Telecopy:  (770) 518-1443

                  (b)      If to the Company, addressed to:

                           Timothy R. Robinson
                           Harvest Restaurant Group, Inc.
                           2662 Holcomb Bridge Road
                           Suite 320
                           Alpharetta, Georgia 30022
                           Telecopy:  (770) 518-1443

                           with a copy to:

                           Wade H. Stribling, Esq.
                           Nelson Mullins Riley & Scarborough, L.L.P.
                           First Union Plaza, Suite 1400
                           999 Peachtree Street, N.W.
                           Atlanta, Georgia  30309
                           Telecopy:  (404) 817-6194

or to such other person or address as shall be furnished in writing by any party
to the other prior to the giving of the applicable notice or communication.  The
copy to Mr. Stribling, however, shall not constitute notice.

     13.5 Counterparts.  This Agreement may be executed in counterparts, each of
which  shall  be  deemed  to be an  original  but all of  which  together  shall
constitute one and the same instrument.

     13.6 Entire Agreement.  This Agreement is intended by the parties to be the
final  expression of their  agreement  with respect to the subject matter hereof
and  is  the  complete   and   exclusive   statement   of  the  terms   thereof,
notwithstanding  any  representations,  statements or agreements to the contrary
heretofore  made.  This  Agreement may be modified only by a written  instrument
signed by each of the parties hereto.

     13.7 Severability.  All provisions of this Agreement are severable from one
another,  and  the  unenforceability  or  invalidity  of any  provision  of this
Agreement  shall not affect the  validity  or  enforceability  of the  remaining

                                       10
<PAGE>


provisions of this Agreement;  provided,  however, that should any judicial body
interpreting this Agreement deem any provision to be unreasonably broad in time,
territory,  scope or otherwise, the Company and Employee intend for the judicial
body, to the greatest extent possible, to reduce the breadth of the provision to
the maximum  legally  allowable  parameters  rather than deeming such  provision
totally unenforceable or invalid.

     13.8  Waiver.  The waiver by either the  Company or Employee of a breach of
any provision of this Agreement shall not operate or be construed as a waiver of
any prior or  subsequent  breach of the same  provision  by the other party or a
waiver of a breach of another provision of this Agreement by the other party. No
waiver or  modification of any provision of this Agreement shall be valid unless
in  writing  and duly  executed  by the party to be  charged  with the waiver or
modification.

         [The remainder of this page has been left blank intentionally.]









                                       11
<PAGE>




     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first above written.

                                           CLYDE E. CULP, III


                                           /s/ Clyde E. Culp, III



                                           HARVEST RESTAURANT GROUP, INC.


                                           By: /s/ Timothy R. Robinson

                                           Name: Timothy R. Robinson

                                           Title: VP CFO



                                           HARTAN, INC.


                                           By: /s/ Timothy R. Robinson

                                           Name: Timothy R. Robinson

                                           Title: VP CFO



                                       12


<PAGE>


                                    EXHIBIT A
                                    ---------


Corporate Office                                Tanner's Tucker
TRC Acquisition Corporation                     Tanner's Tucker, Inc.
2662 Holcomb Bridge Road Suite 320              4450 Hugh Howell Road
Alpharetta, Ga 30302                            Tucker, Ga 30084

Tanner's Northridge                             Tanner's Lilburn
That Chicken Place Inc.                         Tanner's Lilburn, Inc.
350 Northridge Road                             521 Indian Trail NW
Atlanta, Ga 30338                               Lilburn, Ga 30247

Tanner's Vinings                                Tanner's Fayetteville
Tanner's Vinings, Inc.                          94 Pavillion Parkway
3220 Cobb Parkway                               Fayetteville, Ga 30214
Atlanta, Ga 30339

Tanner's Oaks                                   Tanner's Suwanee
Tanner's Oaks Inc.                              525 Peachtree Industrial Blvd.
4920 Roswell Road                               Suwanee, Ga 30174
Atlanta, Ga 30342

Tanner's Spalding                               Tanner's Canton
Tanner's Spalding Inc.                          1453 Riverstone Parkway
6275 Spalding Drive                             Suite 100
Norcross, Ga 30092                              Canton, Ga 30114

Tanner's Emory                                  Tanner's Catering
Tanner's Mill Inc.                              Tanner's Catering, Inc.
1371 Clairmont Road                             6470 Spalding Drive, Suite P
Decatur, Ga 30033                               Norcross, Ga 30092

Tanner's Lawrenceville                          Tanner's Montgomery
Tanner's Lawrenceville, Inc.                    3433 McGehee Road
650 Gwinnett Drive, Suite 203                   Montgomery, Al 36111
Lawrenceville, Ga 30245



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