LOAN AGREEMENT
                                 --------------

     THIS LOAN  AGREEMENT  ("Agreement"),  dated as of the 22nd day of  October,
1996,  is made and  entered  into on the terms and  conditions  hereinafter  set
forth,  by and  between  TRC  Acquisition  Corporation,  a  Georgia  corporation
("Borrower"),   and  SIRROM  CAPITAL   CORPORATION,   a  Tennessee   corporation
("Lender").

                                    RECITALS:
                                    ---------

     WHEREAS,  Borrower has requested  that Lender make  available to Borrower a
term loan in the original  principal amount of Two Million and No/100ths Dollars
($2,000,000) (the "Loan") on the terms and conditions hereinafter set forth, and
for the purpose(s) hereinafter set forth; and

     WHEREAS,  in order to induce Lender to make the Loan to Borrower,  Borrower
has made certain representations to Lender; and

     WHEREAS,  Lender, in reliance upon the  representations  and inducements of
Borrower  set  forth  herein,  has  agreed  to make the Loan  upon the terms and
conditions hereinafter set forth.

                                   AGREEMENT:
                                   ----------

     NOW,  THEREFORE,  in  consideration  of the agreement of Lender to make the
Loan, the mutual covenants and agreements  hereinafter set forth, and other good
and  valuable  consideration,  the receipt and  sufficiency  of which are hereby
acknowledged, Borrower and Lender hereby agree as follows:

                                   ARTICLE 1
                                    THE LOAN
                                    --------

     1.1 Evidence of Loan  Indebtedness and Repayment.  Subject to the terms and
conditions  hereof,  Lender shall make the Loan to Borrower by wire  transfer in
immediately  available  funds.  The Loan shall be  advanced  to  Borrower in two
advances  (individually,  an "Advance" and  collectively,  the "Advances").  The
first Advance shall be in the principal  amount of $1,000,000  and shall be made
on the date  hereof.  The second  Advance  shall be in the  principal  amount of
$1,000,000  and shall be  requested  by Borrower and made by Lender on or before
October  31,  1997.  Lender's  obligation  to fund the second  Advance  shall be
contingent upon Borrower having opened two new restaurants  within one year from
the date hereof The Loan shall be  evidenced  by two Secured  Promissory  Notes,
each  in  the  original  principal  amount  of  the  applicable  Advance,   each
substantially in the form of Exhibit A attached hereto and  incorporated  herein
by this reference  (individually a "Note" and  collectively  the "Notes"),  each
dated as of the date of the applicable Advance,  executed by Borrower,  in favor
of Lender.  The Loan shall be payable in accordance with the terms of the Notes;
provided, however, that all indebtedness evidenced by the Notes shall be due and
payable  immediately  upon  Borrower's  successful  completion of an offering of
stock of Borrower  pursuant to a registration  statement filed with and declared
effective by the Securities  Exchange  Commission pursuant to the Securities Act
of 1933.  The Notes,  this  Agreement  and any other  instruments  and documents
executed by Borrower, any guarantor of Borrower, or any shareholder of Borrower,
now or hereafter evidencing,  securing or in any way related to the indebtedness
evidenced by the Notes are herein individually  referred to as a "Loan Document"
and collectively referred to as the "Loan Documents."

<PAGE>


     1.2  Processing  Fee.  Borrower  shall pay a  processing  fee of $50,000 to
Lender of which $25,000 has been paid and $25,000 shall be paid at closing.

     1.3 Purpose(s) of Loan and Use of Proceeds.  The purposes of the Loan shall
be (i) to  provide  working  capital  to  Borrower,  (ii) to pay all  costs  and
expenses  incurred  by the  parties  hereto in  connection  with the  making and
documenting  of the  Loan,  including  attorneys'  fees and  expenses,  (iii) to
finance the acquisition by Borrower of the stock of certain entities  comprising
the  business  of  Tanner's  Rotisserie  Chicken,  and (iv) to finance new store
expansion by Borrower.  The proceeds of the Loan shall not be used for any other
purpose.

     1.4 Prepayment.  Borrower may prepay the indebtedness evidenced by the Note
in  whole  or in part at any  time and  from  time to time  without  premium  or
penalty.

                                   ARTICLE 2
                         REPRESENTATIONS AND WARRANTEES
                         ------------------------------

     2.1 Borrower's Representations.  Borrower hereby represents and warrants to
Lender as follows:

          (a)  Corporate  Status.  Borrower  is a  corporation  duly  organized,
     validly  existing  and in good  standing  under  the  laws of the  State of
     Georgia and has the corporate power to own and operate its  properties,  to
     carry on its business as now conducted and to enter into and to perform its
     obligations  under this  Agreement and the other Loan Documents to which it
     is a party.  Borrower is duly qualified to do business and in good standing
     in Georgia and each other state in which a failure to be so  qualified  and
     in good  standing  would  have a  material  adverse  effect  on  Borrower's
     financial  positions  or its ability to conduct its  business in the manner
     now conducted.

          (b)  Subsidiaries.  Schedule  2.1(b) hereto is a complete list of each
     corporation, partnership, joint venture or other business organization (the
     "Subsidiary"   or,   with   respect   to  all   such   organizations,   the
     "Subsidiaries")  in which  Borrower  or any  Subsidiary  owns,  directly or
     indirectly,  any capital stock or other equity interest, or with respect to
     which Borrower or any Subsidiary, alone or in combination with others, owns
     33% or more of such  organization,  which  list shows the  jurisdiction  of
     incorporation  or other  organization  and the percentage of stock or other
     equity interest of each Subsidiary owned by Borrower. Each Subsidiary which
     is a corporation is duly organized,  validly  existing and in good standing
     under  the  laws  of the  jurisdiction  of its  incorporation  and is  duly
     qualified  to  transact  business as a foreign  corporation  and is in good
     standing in the jurisdictions listed in Schedule 2.1(b), which are the only
     jurisdictions  where  the  properties  owned  or  leased  or  the  business
     transacted by it makes such licensing or  qualification to do business as a

<PAGE>


     foreign  corporation  necessary,  and no other  jurisdiction  has demanded,
     requested or otherwise  indicated that (or inquired whether) it is required
     so to qualify. Each Subsidiary which is not a corporation is duly organized
     and  validly   existing  under  the  laws  of  the   jurisdiction   of  its
     organization.  The outstanding  capital stock of each Subsidiary which is a
     corporation is validly issued,  fully paid and nonassessable.  Borrower and
     the  Subsidiaries  have good and valid title to the equity interests in the
     Subsidiaries  shown as owned by each of them on Schedule  2.1(b),  free and
     clear of all liens,  claims,  charges,  restrictions,  security  interests,
     equities, proxies, pledges or encumbrances of any kind, except as set forth
     on Schedule 2.1(b).  Except where otherwise  indicated herein or unless the
     context otherwise requires,  any reference to Borrower herein shall include
     Borrower and all of its Subsidiaries.

          (c) Authorization.  Borrower has full legal right, power and authority
     to conduct its business and affairs.  Borrower has full legal right,  power
     and  authority  to enter into and  perform its  obligations  under the Loan
     Documents,  without  the consent or  approval  of any other  person,  firm,
     governmental  agency or other legal  entity.  The execution and delivery of
     this Agreement, the borrowing hereunder, the execution and delivery of each
     Loan Document to which Borrower is a party, and the performance by Borrower
     of its obligations  thereunder are within the corporate  powers of Borrower
     and have been duly  authorized by all necessary  corporate  action properly
     taken,  have received all  necessary  governmental  approvals,  if any were
     required, and do not and will not contravene or conflict with any provision
     of law, any  applicable  judgment,  ordinance,  regulation  or order of any
     court or governmental  agency,  the articles of  incorporation or bylaws of
     Borrower, or any agreement binding upon Borrower.  The officer(s) executing
     this  Agreement,  the Note and all of the  other  Loan  Documents  to which
     Borrower is a party are duly authorized to act on behalf of Borrower.

          (d) Validity and Binding  Effect.  This  Agreement  and the other Loan
     Documents  are the  legal,  valid  and  binding  obligations  of  Borrower,
     enforceable  in  accordance  with  their  respective   terms,   subject  to
     limitations imposed by bankruptcy,  insolvency, moratorium or other similar
     laws  affecting  the rights of creditors  generally or the  application  of
     general equitable principles.

          (e)  Capitalization.  As of the date hereof,  the  authorized  capital
     stock of  Borrower  consists  solely  of (i)  100,000,000  shares of common
     stock,  no par value per share  ("Common  Stock"),  of which (A)  2,625,000
     shares are issued and outstanding (the "Common Shares"), (B) 375,000 shares
     of which shall be reserved for issuance upon exercise of the Stock Purchase
     Warrant  dated as of the date hereof and issued to Lender (the  "Warrant"),
     (C) 700,000  shares  reserved for issuance upon exercise of stock  options,
     and (D) 300,000 shares reserved for issuance pursuant to an Incentive Stock
     Option Plan to be  implemented  by Borrower;  provided,  however,  that the
     number of shares  reserved for issuance  upon exercise of the Warrant shall
     be increased from time to time in accordance with the terms of the Warrant;

<PAGE>


     and (ii)  1,000,000  shares of preferred  stock, $ 1.00 par value per share
     ("Preferred  Stock")  (Common  Stock  and  Preferred  Stock  are  sometimes
     referred to herein collectively as the "Stock"),  of which 2,000 shares are
     designated  as  Class A  Preferred  Stock,  all of  which  are  issued  and
     outstanding  (the "Preferred  Shares") (the Common Shares and the Preferred
     Shares are sometimes referred to herein  collectively as the "Shares").  As
     of the date  hereof,  Borrower  shall  not have  outstanding  any  stock or
     securities  convertible  or  exchangeable  for any  shares  of its Stock or
     containing  any  profit  participation   features,   ',nor  shall  it  have
     outstanding any rights or options to subscribe for or to purchase its Stock
     or any stock or securities  convertible  into or exchangeable for its Stock
     or any stock  appreciation  rights or phantom  stock  plans,  except as set
     forth on Schedule 2.1(e) and for the Warrant.  Schedule  2.1(e)  accurately
     sets forth the following with respect to all outstanding options and rights
     to acquire the  Borrower's  Stock from  Borrower:  (i) the total  number of
     shares issuable upon exercise of all outstanding options, (ii) the range of
     exercise  prices  for all such  outstanding  options,  (iii) the  number of
     shares  issuable,  the exercise price and the expiration date for each such
     outstanding  option  and (iv)  with  respect  to all  outstanding  options,
     warrants  and rights to acquire  Borrower's  capital  stock  other than the
     Warrant,  the holder, the number of shares covered,  the exercise price and
     the expiration  date. As of the date hereof,  Borrower shall not be subject
     to any obligation  (contingent or otherwise) to repurchase,  redeem, retire
     or  otherwise  acquire  any shares of its  capital  stock or any  warrants,
     options or other rights to acquire its capital  stock,  except as set forth
     in the Warrant or on Schedule  2.1(e).  As of the date  hereof,  all of the
     outstanding  shares of Borrower's  capital  stock shall be validly  issued,
     fully paid and nonassessable. Except as set forth on Schedule 2.1(e), there
     are no statutory or contractual preemptive rights, rights of first refusal,
     anti-dilution  rights or any similar rights, held by stockholders or option
     holders of  Borrower,  with  respect to the  issuance of the Warrant or the
     issuance of the Common Stock upon exercise of the Warrant.  All such rights
     granted in the documents  listed on Schedule  2.1(e) have been  effectively
     waived with  regard to the  issuance of the  Warrant,  the  exercise of the
     Warrant and the issuance of the Common Stock upon  exercise of the Warrant.
     Borrower has not violated any applicable  federal or state  securities laws
     in connection with the offer, sale or issuance of any of its capital stock,
     and the offer,  sale and  issuance of the Warrant  hereunder do not require
     registration  under the Securities Act or any applicable  state  securities
     laws. To the best of Borrower's  knowledge,  there are no agreements  among
     Borrower's  stockholders  with  respect to any other  aspect of  Borrower's
     affairs, except as set forth on Schedule 2.1(e).

          (f)  Trademarks,  Patents,  Etc.  Schedule  2.1(f) is an accurate  and
     complete   list  of  all   patents,   trademarks,   tradenames,   trademark
     registrations, service names, service marks, copyrights, licenses, formulas
     and applications therefor owned by Borrower or used or required by Borrower
     in the operation of its business,  title to each of which is, except as set

<PAGE>


     forth in Schedule  2.1(f)  hereto,  held by Borrower  free and clear of all
     adverse  claims,   liens,   security  agreements,   restrictions  or  other
     encumbrances.  Except as set forth on  Schedule  2.1(f),  Borrower  has not
     received  notice of any (and is not  otherwise  aware of any)  infringement
     action,   lawsuit,   claim  or  complaint  which  asserts  that  Borrower's
     operations  violate or infringe the rights or the trade names,  trademarks,
     trademark  registration,  service name, service mark or copyright of others
     with respect to any apparatus or method of Borrower or any  adversely  held
     trademark,  trade name, trademark registration,  service name, service mark
     or  copyright,  nor is Borrower  in any way making use of any  confidential
     information  or trade secrets of any person except with the consent of such
     person.

          (g) No Conflicts. Consummation of the transactions hereby contemplated
     and the  performance of the  obligations of Borrower under and by virtue of
     the Loan  Documents  will not  result in any  breach  of, or  constitute  a
     default  under,  any mortgage,  security deed or agreement,  deed of trust,
     lease,  bank  loan  or  credit  agreement,  corporate  charter  or  bylaws,
     agreement or certificate  of limited  partnership,  partnership  agreement,
     license,  franchise or any other  instrument or agreement to which Borrower
     is a party or by which Borrower,  or its respective properties may be bound
     or affected or to which  Borrower  has not  obtained an  effective  waiver,
     unless such breach or default would not have a material  adverse  effect on
     Borrower's business and operations.

          (h) Litigation.  Except as set forth on Schedule 2.1(h),  Borrower has
     not received  notice of any (and  Borrower is not  otherwise  aware of any)
     actions,  suits or proceedings  pending,  or, to the knowledge of Borrower,
     threatened,  against or  affecting  Borrower or  involving  the validity or
     enforceability  of any of the Loan Documents at law or in equity, or before
     any governmental or  administrative  agency;  and to Borrower's  knowledge,
     Borrower is not in default  with  respect to any order,  writ,  injunction,
     decree or demand of any court or any governmental authority.

          (i) Financial Statements.  The financial statements of Borrower, dated
     September  1, 1996,  attached  hereto as Schedule  2.1(i)(A),  are true and
     correct in all material  respects,  and except as otherwise stated therein,
     have been  prepared  on the  basis of  accounting  principles  consistently
     applied,  and fairly present the financial  condition of Borrower as of the
     date(s)  thereof.  No material adverse change has occurred in the financial
     condition  of  Borrower  since  the  date(s)  thereof,  and  no  additional
     borrowings  have been made by Borrower since the date(s) thereof other than
     as set forth on Schedule 2.1(i)(B).

          (j) No  Defaults.  Borrower  is not in default  in any  respect in the
     performance, observance or fulfillment of any of the obligations, covenants
     or  conditions  contained in any  agreement or  instrument  material to its
     business  to  which  it is a  party,  including  but  not  limited  to this
     Agreement and the other Loan  Documents,  and no other default or event has
     occurred and is continuing  that with notice or the passage of time or both
     would constitute a default or event of default under any of same.

<PAGE>


          (k) Compliance With Law. Borrower has obtained all material  licenses,
     permits and approvals and authorizations  necessary or required in order to
     conduct its business and affairs as  heretofore  conducted and as hereafter
     intended  to  be  conducted.  To  Borrower's  knowledge,   Borrower  is  in
     compliance with all laws, regulations,  decrees and orders applicable to it
     (including  but not  limited  to  laws,  regulations,  decrees  and  orders
     relating to environmental,  occupational and health standards and controls,
     antitrust,  monopoly, restraint of trade or unfair competition),  except to
     the extent that  noncompliance,  in the  aggregate,  cannot  reasonably  be
     expected to have a material  adverse  effect on its  business,  operations,
     property or financial  condition and will not materially  adversely  affect
     Borrower's ability to perform its obligations under the Loan Documents.

          (l) Debt. Schedule 2.1(l) is a complete and correct list of all credit
     agreements,  indentures,  purchase  agreements,  promissory notes and other
     evidences   of   indebtedness,   guaranties,   capital   leases  and  other
     instruments,  agreements and arrangements presently in effect providing for
     or relating to extensions of credit (including  agreements and arrangements
     for the  issuance  of letters  of credit or for  acceptance  financing)  in
     respect  of which  Borrower,  or any of the  properties  thereof  is in any
     manner directly or  contingently  obligated;  and the maximum  principal or
     face amounts of the credit in question that are outstanding and that can be
     outstanding  are  correctly  stated,  and all liens of any nature  given or
     agreed  to be  given  as  security  therefor  are  correctly  described  or
     indicated in such Schedule.

          (m) Taxes.  Borrower  has filed or caused to be filed all tax  returns
     that to  Borrower's  knowledge are required to be filed (except for returns
     that have been appropriately extended), and has paid, or will pay when due,
     all taxes shown to be due and payable on said  returns and all other taxes,
     impositions,  assessments,  fees or other  charges  imposed  on them by any
     governmental authority, agency or instrumentality, prior to any delinquency
     with respect thereto (other than taxes, impositions,  assessments, fees and
     charges currently being contested in good faith by appropriate proceedings,
     for which appropriate  amounts have been reserved).  Except as set forth on
     Schedule  2.1 (m, to  Borrower's  knowledge,  no tax liens  have been filed
     against Borrower, or any of the property thereof.

          (n)  Certain  Transactions.  Except  as set forth on  Schedule  2.1(n)
     hereto,  Borrower is not indebted,  directly or  indirectly,  to any of its
     shareholders,  officers,  or  directors or to their  respective  spouses or
     children, in any amount whatsoever; none of said shareholders,  officers or
     directors  or any  members of their  immediate  families,  are  indebted to
     Borrower or have any direct or indirect  ownership  interest in any firm or
     corporation with which Borrower has a business relationship, or any firm or
     corporation  which  competes  with  Borrower,   except  that  shareholders,
     officers  and/or  directors  of  Borrower  may  own no  more  than  4.9% of
     outstanding  stock of publicly  traded  companies  which may  compete  with
     Borrower.  No  officer  or  director  of  Borrower  or any  member of their
     immediate families, is, directly or indirectly,  interested in any material
     contract  with  Borrower.  Borrower is not a guarantor or indemnitor of any
     indebtedness of any other person, firm or corporation.

<PAGE>


          (o) Statements Not False or Misleading.  No representation or warranty
     given as of the date hereof by Borrower  contained in this Agreement or any
     schedule  attached hereto or any statement in any document,  certificate or
     other  instrument  furnished  or to be  furnished  by  Borrower  to  Lender
     pursuant  hereto,  taken  as a whole,  contains  or will (as of the time so
     furnished)  contain any untrue  statement of a material  fact,  or omits or
     will (as of the time so furnished) omit to state any material fact which is
     necessary in order to make the statements contained therein not misleading.

          (p) Margin  Regulations.  Borrower is not  engaged in the  business of
     extending credit for the purpose of purchasing or carrying margin stock. No
     proceeds  received  pursuant to this  Agreement will be used to purchase or
     carry any  equity  security  of a class  which is  registered  pursuant  to
     Section 12 of the Securities Exchange Act of 1934, as amended.

          (q) Significant  Contracts.  Schedule 2.1(q) is a complete and correct
     list of all  contracts,  agreements and other  documents  pursuant to which
     Borrower  receives revenues in excess of $25,000 per fiscal year. Each such
     contract,  agreement  and other  document is in full force and effect as of
     the date  hereof  and  Borrower  knows  of no  reason  why such  contracts,
     agreements  and other  documents  would not remain in full force and effect
     pursuant to the terms thereof.

          (r)  Environment.  Borrower has duly complied  with, and its business,
     operations, assets, equipment, property, leaseholds or other facilities are
     in  compliance  with,  the  provisions  of all  federal,  state  and  local
     environmental, health, and safety laws, codes and ordinances, and all rules
     and regulations promulgated  thereunder,  except to the extent that failure
     to do so would not have a material adverse effect on its business. Borrower
     has been issued and will  maintain  all required  federal,  state and local
     permits,   licenses,   certificates  and  approvals  relating  to  (1)  air
     emissions;  (2)  discharges  to  surface  water or  groundwater;  (3) noise
     emissions;  (4) solid or liquid waste  disposal;  (5) the use,  generation,
     storage,  transportation  or disposal of toxic or hazardous  substances  or
     wastes  (which  shall  include  any and all such  materials  listed  in any
     federal,  state  or  local  law,  code  or  ordinance  and  all  rules  and
     regulations  promulgated thereunder as hazardous or potentially hazardous);
     or (6) other environmental,  health or safety matters, except to the extent
     that  failure  to do so would  not have a  material  adverse  effect on its
     business.  Borrower has not  received  notice of, and does not know of, any
     violations of any federal,  state or local environmental,  health or safety
     laws,  codes  or  ordinances,  and any  rules  or  regulations  promulgated
     thereunder with respect to its businesses,  operations,  assets, equipment,
     property,  leaseholds,  or other  facilities.  Except in accordance  with a
     valid governmental permit, license,  certificate or approval,  Borrower has
     not received notice of, and does not know of any, emission,  spill, release

<PAGE>


     or  discharge  into or upon (1) the air;  (2)  soils,  or any  improvements
     located thereon; (3) surface water or groundwater; or (4) the sewer, septic
     system  or waste  treatment,  storage  or  disposal  system  servicing  the
     premises,  of any toxic or  hazardous  substances  or wastes at or from the
     premises.  Borrower has not  received  notice of, and does not know of any,
     complaint,  order, directive, claim, citation or notice by any governmental
     authority  or any person or entity with respect to (1) air  emissions;  (2)
     spills,  releases or discharges to soils or improvements  located  thereon,
     surface water,  groundwater or the sewer, septic system or waste treatment,
     storage or disposal  systems  servicing the premises;  (3) noise emissions;
     (4) solid or liquid  waste  disposal;  (5) the use,  "generation,  storage,
     transportation  or disposal of toxic or hazardous  substances or waste;  or
     (6) other environmental, health or safety matters affecting Borrower or its
     business,  operations,  assets,  equipment,  property,  leaseholds or other
     facilities. Borrower has no indebtedness, obligation or liability (absolute
     or  contingent,  matured or not  matured),  with  respect  to the  storage,
     treatment,  cleanup or disposal of any solid  wastes,  hazardous  wastes or
     other toxic or hazardous substances  (including without limitation any such
     indebtedness,  obligation,  or  liability  ,with  respect  to  any  current
     regulation,  law or statute regarding such storage,  treatment,  cleanup or
     disposal).

          (s) Fees;  Commissions.  Borrower  has not agreed to pay any  finder's
     fee,  commission,  origination  fee  (except  for the  processing  fees due
     pursuant  to  Section  1.2) or other fee or charge to any  person or entity
     with  respect  to  the  Loan  and  investment   transactions   contemplated
     hereunder.

          (t)  ERISA.  Borrower  does not have any Plans (as  defined in Section
     3.11 hereof).

          (u) Title to Properties. Borrower has good, indefeasible and insurable
     title to, or valid leasehold interests in, all its real properties and good
     title to its other assets, free and clear of all liens other than Permitted
     Liens (as defined in Section 3.15 hereof).

          (v) Material Adverse Effect.  No event has occurred which has resulted
     or which  Borrower  reasonably  believes  could be  expected to result in a
     material  adverse  effect on Borrower or Borrower's  ability to perform its
     obligations under the Loan Documents.  No default or event of default under
     any other agreement will occur as a result of the transactions contemplated
     by this Agreement or by the Warrant.

          (w) Financial Solvency. Borrower is not entering into the arrangements
     contemplated  by this  Agreement and the other Loan  Documents  with actual
     intent .to hinder, delay or defraud either present or future creditors.  On
     and as of the date hereof on a pro forma basis after  giving  effect to the
     transactions  contemplated  by the Loan Documents and to all debts incurred


<PAGE>


     or to be created in connection herewith,  the present fair salable value of
     the assets of Borrower  will exceed the amount that will be required to pay
     the probable liability of Borrower's existing debts as they become absolute
     and mature.  For purposes of this Section 2.1(w) "debt" means any liability
     on a (i)  right  to  payment  whether  or not such a right  is  reduced  to
     judgment, liquidated,  unliquidated, fixed, contingent, matured, unmatured,
     disputed,  undisputed,  legal,  equitable,  secured, or unsecured;  or (ii)
     right to an equitable remedy for breach of performance if such breach gives
     rise to a payment,  whether or not such a right to an  equitable  remedy is
     reduced to judgment, fixed, contingent,  unmatured,  disputed,  undisputed,
     secured, or unsecured.

          (x) Offering of Note and Warrant.  Neither  Borrower nor anyone acting
     on its behalf has offered the Note,  the Warrant or any similar  securities
     for sale to,  or  solicited  any  offer  to buy any of the  same  from,  or
     otherwise  approached or negotiated in respect  thereof,  with,  any person
     other  than  Lender  and not more  than 35 other  institutional  investors.
     Neither  Borrower nor anyone acting on its behalf has taken,  or will take,
     any action which would subject the issuance or sale of the Note and Warrant
     to Section 5 of the Securities Act of 1933, as amended, or the registration
     or qualification provisions of the blue sky laws of any state.

          (y) Registration Rights. Except as described in the Warrant,  Borrower
     is not under any  obligation to register  under the Securities Act of 1933,
     as amended,  or the Trust  Indenture  Act of 1939,  as amended,  any of its
     presently  outstanding  securities  or  any  of  its  securities  that  may
     subsequently be issued.
 
          (z)  Employees.  Borrower  has no current  labor  problems or disputes
     which have resulted or Borrower  reasonably  believes  could be expected to
     have a material adverse effect on its business.
 
          (aa) Issuance Taxes.  All taxes imposed on Borrower in connection with
     the  issuance,  sale and delivery of the Note,  the Warrant and the capital
     stock  issuable  upon  exercise of the  Warrant  have been or will be fully
     paid, and all laws imposing such taxes have been or will be fully satisfied
     by Borrower.
 
          (bb) List of Deposit Institutions.  Schedule 2.1(bb) hereto sets forth
     a true and complete list of all deposit  institutions at which Borrower has
     or maintains an account or deposits of any kind.
 
          (cc)  Locations  and Names.  Borrower  has not,  during the five years
     preceding  the date of this  Agreement,  been  known  as or used any  other
     corporate,  trade or fictitious name, nor acquired all or substantially all
     of the assets, capital stock or operating units of any person. Borrower has
     not,  during the five years  ,preceding the date of this  Agreement,  had a
     business location at any address other than addresses set forth on Schedule
     2.1(cc).
 
<PAGE>


                                   ARTICLE 3
                            COVENANTS AND AGREEMENTS
                            ------------------------

     Borrower covenants and agrees that during the term of this Agreement:

     3.1 Payment of Obligations.  Borrower shall pay the indebtedness  evidenced
by the Note according to the terms thereof,  and shall timely pay or perform, as
the case may be, all of the other obligations of, Borrower to Lender,  direct or
contingent, however evidenced or denominated, and however and whenever incurred,
including but not limited to  indebtedness  incurred  pursuant to any present or
future commitment of Lender to Borrower, together with interest thereon, and any
extensions, modifications,  consolidations and/or renewals thereof and any notes
given in payment thereof

     3.2 Financial Statements and Reports.  Borrower shall furnish to Lender (i)
as soon as practicable and in any event within ninety (90) days after the end of
each fiscal year of Borrower, a consolidated balance sheet of Borrower as of the
close of such fiscal  year,  a  consolidated  statement of earnings and retained
earnings of  Borrower  as of the close of such  fiscal  year and a  consolidated
statement  of cash  flows  for  Borrower  for  such  fiscal  year,  prepared  in
accordance with generally accepted accounting  principles  consistently  applied
("GAAP"),  audited by an independent  certified public accountant  acceptable to
Lender and certified by an officer of Borrower and  accompanied by a certificate
of the President of Borrower,  stating that to the best of the knowledge of such
officer,  Borrower has kept,  observed,  performed and fulfilled  each covenant,
term and  condition of this  Agreement and the other Loan  Documents  during the
preceding  fiscal  year and that no Event of  Default,  as herein  defined,  has
occurred  and is  continuing  (or if an Event of  Default  has  occurred  and is
continuing,  specifying  the nature of same, the period of existence of same and
the action Borrower has taken or proposes to take in connection therewith), (ii)
within  fifteen  (15) days of the end of each  calendar  month,  a  consolidated
balance  sheet of  Borrower  as of the close of such  month  and a  consolidated
statement of earnings and retained  earnings of Borrower as of the close of such
month,  all in  reasonable  detail  (including  financial  information  for  the
preceding six (6) months),  and prepared  substantially  in accordance with GAAP
(except for the absence of footnotes and subject to year-end  adjustments),  and
(iii)  with  reasonable  promptness,  such  other  financial  data as Lender may
reasonably request.  Without Lender's prior written consent (which consent shall
not  be  unreasonably  withheld),  Borrower  shall  not  modify  or  change  any
accounting policies or procedures in effect on the date hereof.

     3.3 Maintenance of Books and Records,  Inspection.  Borrower shall maintain
its books,  accounts and records in accordance  with GAAP, and after  reasonable
notice from  Lender,  shall  permit  Lender,  its  officers,  employees  and any
professionals  designated by Lender in writing, at Borrower's expense, to visit,
inspect and/or audit any of its properties,  books and financial records, and to
discuss  its  accounts,  affairs and  finances  with  Borrower or the  principal
officers of Borrower  during  reasonable  business  hours,  all at such times as
Lender may reasonably  request;  provided that no such visit,  inspection and/or
audit shall  materially  interfere  with the conduct of Borrower's  business and
prior to an Event of Default (as  hereinafter  defined),  Borrower shall only be
liable for the expenses of one such visit, inspection, and/or audit per year.

<PAGE>


     3.4 Insurance. Without limiting any of the requirements of any of the other
Loan  Documents,  Borrower  shall  maintain in amounts  customary  for  entities
engaged in comparable business activity (i) to the extent required by applicable
law, worker's compensation insurance (or maintain a legally sufficient amount of
self  insurance  against  worker's  compensation   liabilities,   with  adequate
reserves,  under a plan approved by Lender, such approval not to be unreasonably
withheld  or delayed)  and (ii) fire and "all risk"  casualty  insurance  on its
properties against such hazards and in at least such amounts as are customary in
Borrower's  business.  Borrower  will make  reasonable  efforts  to  obtain  and
maintain  public  liability  insurance  in an  amount,  and  at a  cost,  deemed
reasonable  to the  Borrower's  Board of  Directors.  At the  request of Lender,
Borrower  will deliver  forthwith a certificate  specifying  the details of such
insurance in effect.

     3.5 Taxes and  Assessments.  Borrower  shall (i) file all tax  returns  and
appropriate  schedules  thereto that are  required to be filed under  applicable
law,  prior  to the  date of  delinquency,  (ii) pay and  discharge  all  taxes,
assessments  and  governmental  charges or levies imposed upon Borrower upon its
income and profits or upon any properties  belonging to it, prior to the date on
which  penalties  attach  thereto,  and (iii)  pay all  taxes,  assessments  and
governmental  charges or levies that,  if unpaid,  might become a lien or charge
upon any of its properties;  provided,  however, that Borrower in good faith may
contest any such tax,  assessment,  governmental charge or levy described in the
foregoing clauses (ii) and (iii) so long as appropriate  reserves are maintained
with respect thereto.

     3.6 Corporate  Existence.  Borrower shall maintain its corporate  existence
and good standing in the state of its  incorporation,  and its qualification and
good  standing  as a foreign  corporation  in each  jurisdiction  in which  such
qualification  is  necessary  pursuant  to  applicable  law,  unless  failure to
maintain good standing would not have a material affect on Borrower's ability to
meet its obligations under the Loan Documents.

     3.7 Compliance with Law and Other  Agreements.  Except where the failure to
do so would not materially adversely affect Borrower's operations or its ability
to fulfill its obligations under the Loan Documents, Borrower shall maintain its
business,  operations  and  property  owned or used in  connection  therewith in
compliance with (i) all applicable  federal,  state and local laws,  regulations
and ordinances  governing such business  operations and the use and ownership of
such property,  and (ii) all agreements,  licenses,  franchises,  indentures and
mortgages  to  which  Borrower  is a party or by  which  Borrower  or any of its
properties is bound.  Without limiting the foregoing,  Borrower shall pay all of
its indebtedness promptly in accordance with the terms thereof.

<PAGE>


     3.8 Notice of Default.  Borrower shall give written notice to Lender of the
occurrence  of any  default,  event of default  or Event of  Default  under this
Agreement or any other Loan Document promptly upon the occurrence thereof

     3.9 Notice of Litigation. Borrower shall give notice, in writing, to Lender
of (i) any actions,  suits or proceedings  instituted by any persons  whomsoever
against Borrower, or affecting any of the assets of Borrower, wherein the amount
at issue is in excess of Twenty-Five Thousand and No/100ths Dollars($25,000.00),
and (ii) any dispute,  not resolved  within sixty (60) days of the  commencement
thereof,  between Borrower on the one hand and any governmental  regulatory body
on the other hand,  which dispute  might  materially  interfere  with the normal
operations of Borrower.

     3.10 Conduct of Business,  Name and  Location of  Business.  Borrower  will
continue  to  engage  in a  business  of the same  general  type and  manner  as
conducted by it on the date of this Agreement. Borrower will not change its name
or any location of its business  without  providing Lender with 10 days' written
notice  of such  change.  In the  event  Borrower  makes a change of its name or
location of business,  Borrower  shall  promptly  execute any and all  financing
statements, and amendments or continuations thereof and any other documents that
Lender may reasonably request to evidence, continue, and/or perfect any security
interest in or pledge of collateral securing the Loan.

     3.11 ERISA Plan.  If Borrower  has in effect,  or hereafter  institutes,  a
pension  plan that is subject to the  requirements  of Title IV of the  Employee
Retirement  Income Security Act of 1974, Pub. L. No. 93-406,  September 2, 1974,
88 Stat. 829, 29 U.S.C.A.  ss. 1001 et seq. (1975), as amended from time to time
("ERISA"),  then the following warranty and covenants shall be applicable during
such  period as any such plan (the  "Plan")  shall be in  effect:  (i)  Borrower
hereby warrants that no fact that might  constitute  grounds for the involuntary
termination of the Plan, or for the appointment by the appropriate United States
District  Court of a  trustee  to  administer  the  Plan,  exists at the time of
execution of this Agreement,  (ii) Borrower hereby covenants that throughout the
existence  of the Plan,  Borrower's  contributions  under the Plan will meet the
minimum  funding  standards  required by ERISA and Borrower will not institute a
distress termination of the Plan, and (iii) Borrower covenants that it will send
to Lender a copy of any  notice of a  reportable  event  (as  defined  in ERISA)
required by ERISA to be filed with the Labor  Department or the Pension  Benefit
Guaranty Corporation, at the time that such notice is so filed.

     3.12  Dividends,  Distributions,  Stock  Rights,  etc.  Borrower  shall not
declare or pay any dividend of any kind (other than stock  dividends  payable to
all holders of any class of capital stock), in cash or in property, on any class
of the capital  stock of  Borrower,  or  purchase,  redeem,  retire or otherwise
acquire for value any shares of such  stock,  nor make any  distribution  of any
kind in cash or property in respect  thereof,  nor make any return of capital of
shareholders,  nor make any payments in cash or property in respect of any stock
options,   stock  bonus  or  similar  plan  (except  as  required  or  permitted
hereunder), nor grant any preemptive rights with respect to the capital stock of
Borrower,  without  the prior  written  consent of Lender.  Notwithstanding  the
foregoing,  beginning January 1, 1999, Borrower may make dividend payments up to
but not  exceeding  $300,000  to  holders of  Preferred  Stock in each year that
Borrower had a cash balance of $2,700,000  (determined in accordance  with GAAP)
on the last day of the immediately preceding fiscal year of Borrower;  provided,
however,  that Borrower shall make principal prepayments on the Loan in the same
amount of any such dividend payments.

<PAGE>


     3.13  Guaranties,  Loans:  Payment of Debt.  Without Lender's prior express
written  consent,  Borrower  shall not  guarantee.-nor  be liable in any manner,
whether directly or indirectly,  or become contingently liable after the date of
this Agreement in connection with the obligations or indebtedness `6f any person
or entity  whatsoever,  except for the  endorsement  of  negotiable  instruments
payable  to  Borrower  for  deposit  or  collection  in the  ordinary  course of
business. Without Lender's prior express written consent, Borrower shall not (i)
make any loan,  advance or  extension  of credit to any person other than in the
normal  course of its  business,  or (ii) make any  payment on any  subordinated
debt.

     3.14 Debt.  Without the express prior written  consent of Lender,  Borrower
shall  not  create,  incur,  assume  or  suffer  to  exist  indebtedness  of any
description  whatsoever,  (excluding (i) the indebtedness evidenced by the Note,
(ii) the endorsement of negotiable  instruments  payable to Borrower for deposit
or collection in the ordinary course of business, (iii) indebtedness incurred in
the ordinary  course of business (each of which,  individually,  does not exceed
$25,000),  (iv) the  indebtedness  listed on  Schedule  2.1(l)  hereto)  and (v)
purchase money  indebtedness for new equipment (which does not exceed $50,000 in
the aggregate during any fiscal year of Borrower).

     3.15 No Liens.  Borrower shall not create, incur, assume or suffer to exist
any lien, security interest,  security title,  mortgage,  deed of trust or other
encumbrance  upon  or  with  respect  to any of its  properties,  now  owned  or
hereafter  acquired,  except  the  following  permitted  liens  (the  "Permitted
Liens"):

          (a) liens in favor of Lender;

          (b) liens  for taxes or  assessments  or other  governmental  charges,
     levies or similar charges if not yet due and payable;

          (c) liens in connection  with the leasing of equipment in favor of the
     Lessor of such equipment;

          (d) liens described on Schedule 2.1(1) hereto;

          (e) purchase  money  security  interests  granted by Borrower (i) at a
     time when no  potential  default or Event of Default  has  occurred  and is
     continuing hereunder,  unless Lender otherwise consents thereto in writing,
     (ii)  encumbering  equipment  purchased by Borrower in connection  with the
     transaction  in which such  purchase  money  security  interest is granted,
     (iii)  securing  indebtedness  in an amount not exceeding the lesser of (A)
     $50,000  incurred in the aggregate  during any fiscal year, or (B) the fair
     market value or the purchase price of the applicable equipment,  as to each
     such purchase money security;

<PAGE>


          (f) any lien which may be granted to a surety which insures Borrower's
     performance  under any  contract  entered  into by Borrower in the ordinary
     course of business,  but only to the extent that such lien  encumbers  only
     such  contract  and the sums  payable to Borrower  thereunder  and no other
     asset of Borrower,  and then only if Borrower provides Lender with at least
     thirty (30) calendar  days advance  notice of the granting of such lien and
     the "entry into the related surety arrangement; and

          (g) subsequently arising liens which are approved in advance by Lender
     in writing.

     3.16 Mergers,  Consolidations,  Acquisitions  and Sales.  Without the prior
written  consent of  Lender,  Borrower  shall not (a) be a party to any  merger,
consolidation or corporate reorganization, nor (b) purchase or otherwise acquire
all or substantially  all of the assets or stock of, or any partnership or joint
venture interest in, any other person,  firm or entity, nor (c) sell,  transfer,
convey, grant a security interest in or lease all or any substantial part of its
assets,  nor (d)  create  any  Subsidiaries  nor convey any of its assets to any
Subsidiary.  Without prior written notice to Lender, Borrower shall not open any
new  restaurants.  Notwithstanding  the  foregoing,  if  Borrower  opens  a  new
restaurant,  Borrower  shall, or shall cause each new restaurant to, execute all
documents  reasonably necessary for Lender to perfect a security interest in the
assets of the new  restaurant and a pledge of the stock of the new restaurant to
the extent the new restaurant is set up as a new subsidiary of Borrower.

     3.17  Transactions  With  Affiliates.  Borrower  shall not  enter  into any
transaction,  including,  without limitation,  the purchase, sale or exchange of
property or the  rendering of any  service,  with any  affiliate,  except in the
ordinary  course of and pursuant to the  reasonable  requirements  of Borrower's
business and upon fair and  reasonable  terms no less favorable to Borrower than
Borrower would obtain in a comparable arm's length transaction with a person not
an affiliate.  For the purposes of this Section 3.17,  "affiliate"  shall mean a
person, corporation,  partnership or other entity controlling,  controlled by or
under common control with Borrower.

     3.18  Environment.  Borrower  shall be and  remain in  compliance  with the
provisions of all federal,  state and local  environmental,  health,  and safety
laws,  codes and ordinances,  and all rules and regulations  issued  thereunder;
notify  Lender   immediately   of  any  notice  of  a  hazardous   discharge  or
environmental  complaint  received  from any  governmental  agency  or any other
party;  notify Lender  immediately of any hazardous  discharge from or affecting
Borrower's premises; immediately contain and remove the same, in compliance with
all  applicable  laws;  promptly pay any fine or penalty  assessed in connection
therewith;  permit Lender to inspect the premises, to conduct tests thereon, and
to inspect all books,  correspondence,  and records pertaining  thereto;  and at
Lender's  request,  and at Borrower's  expense,  provide a report of a qualified
environmental engineer,  satisfactory in scope, form, and content to Lender, and
such other and further  assurances  reasonably  satisfactory  to Lender that the
condition has been corrected.

<PAGE>


                                   ARTICLE 4
                              CONDITIONS TO CLOSING
                              ---------------------

     4.1 Closing of the Loan.  The  obligation of Lender to fund the Loan on the
date hereof (the "Closing Date") is subject to the  fulfillment,  on or prior to
the Closing Date, of each of the following conditions:

          (a)  Borrower  shall  have  performed  and  complied  in all  material
     respects with all of the covenants, agreements,  obligations and conditions
     required by this Agreement.

          (b) Lender shall have received an opinion of the  Borrower's  counsel,
     Nelson,  Mullins,  Riley & Scarborough,  L.L.P., dated the Closing Date, in
     form and substance satisfactory to Lender's counsel, Chablis & Banner, PLO.

          (c)  Borrower  shall have  delivered  to Lender the Note  executed  by
     Borrower.

          (d) Borrower shall have  delivered to Lender a Stock Purchase  Warrant
     executed by Borrower, in a form acceptable to Lender.

          (e)  Borrower  shall have  delivered  to Lender a  Security  Agreement
     executed  by Borrower  (in form  acceptable  to Lender)  and related  BCC-1
     Financing Statement(s) (in form acceptable to Lender) executed by Borrower.

          (f)  Borrower  shall have  delivered  to Lender a Pledge and  Security
     Agreement (in a form  acceptable to Lender) and related stock proxy,  stock
     power, and stock  certificate (all in form acceptable to Lender),  executed
     by Borrower,  respectively,  and related  stock pledge  letter (all in form
     acceptable to Lender) executed by each of the Subsidiaries.

          (g)  Borrower  shall have  delivered  to Lender a  Security  Agreement
     executed by each of the  Subsidiaries  (in a form acceptable to Lender) and
     related  UCC-1  Financing  Statement(s)  (in a form  acceptable  to Lender)
     executed by each of the Subsidiaries (as applicable).

          (h)  Borrower  shall have  delivered  to Lender a Pledge and  Security
     Agreement (in a form acceptable to Lender) and related stock proxies, stock
     powers,  and  stock  certificates  (all  in a form  acceptable  to  Lender)
     executed  by Clyde E. Culp,  III,  Richard E.  Tanner and John D.  Feltman,
     respectively, and related stock pledge letters (all in a form acceptable to
     Lender) executed by Borrower.

<PAGE>


          (i) [Intentionally omitted]

          (j) Borrower shall have  delivered to Lender a Landlord's  Consent and
     Subordination  of  Lien,  executed  by each of  Borrower's  and each of the
     Subsidiaries' landlords, in a form acceptable to Lender.

          (k) Lender shall have received copies of the articles of incorporation
     and other publicly filed  organizational  documents of Borrower and each of
     the Subsidiaries,  certified by the Secretary of State or other appropriate
     public  official  in the  jurisdictions  in which  Borrower  and each-W the
     Subsidiaries are incorporated.

          (l)  Lender  shall  have  received  certified  (as of the date of this
     Agreement) copies of all corporate action taken by Borrower and each of the
     Subsidiaries,  including resolutions of the Board of Directors, authorizing
     the execution, delivery and performance of the Loan Documents.

          (m) Lender shall have received a certificate as to the legal existence
     and good standing of Borrower and each of the  Subsidiaries,  issued by the
     Secretary   of  State  or  other   appropriate   public   official  in  the
     jurisdictions in which Borrower and each of Subsidiaries are incorporated.

          (n) Lender shall have  received  certificates  of the  Secretaries  of
     State  or  other   appropriate   public   officials  as  to  Borrower's  or
     Subsidiaries'  qualification  to do  business  and  good  standing  in each
     jurisdiction  in which a failure to be so  qualified  would have a material
     adverse  effect  on its or their  financial  positions  or its  ability  to
     conduct its business in the manner now conducted and as hereafter  intended
     to be conducted.

          (o)  Borrower  shall have  delivered to Lender an  Assignment  of Life
     Insurance Policy as Collateral (in a form acceptable to Lender) executed by
     Borrower  in  duplicate,  and a  Life  Insurance  Assignment  Questionnaire
     executed by  Borrower  covering  the life of Clyde E. Culp,  III, in a form
     acceptable to Lender.

          (p) Lender shall have received an  Intercreditor  Agreement (in a form
     acceptable to Lender) executed by Borrower and Richard E. Tanner.

          (q)  Lender  shall  have  received  an  Authorization   Agreement  for
     Pre-Authorized Payments (Debit) executed by Borrower and Borrower's bank.

          (r) Lender shall have received a Consent and  Acknowledgement  of Lien
     and Security Interest (in form acceptable to Lender) executed by Richard E.
     Tanner.

<PAGE>


          (s) Lender shall have received  Intercreditor  Estoppel Agreements (in
     form  acceptable  to  Lender)   executed  by  all  senior  lenders  of  the
     Subsidiaries.

     4.2 Second Advance.  The obligation of Lender to fund the Second Advance of
Loan on the date of such Advance is subject to the  fulfillment,  on or prior to
such date, of each of the following conditions:

          (a) An Event of Default (as herein  defined)  shall not have  occurred
     and be continuing.

          (b) Lender shall have received an opinion of the  Borrower's  counsel,
     Nelson,  Mullins,  Riley &  Scarborough,  L.L.P.,  dated  the  date of such
     Advance,  regarding the  enforceability of the promissory note delivered in
     connection  therewith,  in form  and  substance  satisfactory  to  Lender's
     counsel, Chambliss & Bahner, PLLC.

          (c) Borrower  shall have  delivered a Note executed by Borrower in the
     original principal amount of the applicable Advance.

          (d) Borrower  shall have  delivered a Closing  Certificate  (in a form
     acceptable to Lender), executed by Borrower.

                                   ARTICLE 5
                              DEFAULT AND REMEDIES
                              --------------------

     5.1  Events  of  Default.  The  occurrence  of any of the  following  shall
constitute an Event of Default hereunder:
            
          (a) Default by Borrower in the payment of the principal of or interest
     on the  indebtedness  evidenced by the Note in accordance with the terms of
     the Note, which default is not cured within five (5) days;

          (b) Any  misrepresentation by Borrower,  any guarantor of Borrower, or
     any  shareholder,  subsidiary,  or affiliate of Borrower as to any material
     matter  hereunder or under any of the other Loan Documents,  or delivery by
     Borrower  of any  schedule,  statement,  resolution,  report,  certificate,
     notice or writing to Lender that is untrue in any  material  respect on the
     date as of which the facts set forth therein are stated or certified;

          (c)  Failure  of  Borrower,   any   guarantor  of  Borrower,   or  any
     shareholder,  subsidiary,  or  affiliate  of Borrower to perform any of its
     obligations,  covenants or agreements under this Agreement, the Note or any
     of the other Loan Documents;

<PAGE>


          (d) Borrower (i) shall generally not pay or shall be unable to pay its
     debts as such  debts  become  due and such  failure  continues  beyond  any
     applicable  grace  period  (unless  disputed)  and  adequate  reserves  are
     maintained;  or (ii) shall make an assignment  for the benefit of creditors
     or petition or apply to any  tribunal for the  appointment  of a custodian,
     receiver or trustee for it or a  substantial  part of its assets;  or (iii)
     shall  commence  any  proceeding  under  any  bankruptcy,   reorganization,
     arrangement,  readjustment  of  debt,  dissolution  or  liquidation  law or
     statute of any  jurisdiction,  whether now or hereafter in effect;  or (iv)
     shall  have  had  any  such  petition  or  application  filed  or any  such
     proceeding  commenced against it in which an order for relief is entered or
     an adjudication  or appointment is made; or (v) shall indicate,  by any act
     or intentional  and  purposeful  omission,  its consent to,  approval of or
     acquiescence  in any such  petition,  application,  proceeding or order for
     relief or the  appointment of a custodian,  receiver or trustee for it or a
     substantial   part  of  its   assets;   or  (vi)  shall   suffer  any  such
     custodianship,  receivership or trusteeship to continue  undischarged for a
     period of sixty (60) days or more;

          (e)  Borrower   shall  be   liquidated,   dissolved,   partitioned  or
     terminated, or the charter thereof shall expire be revoked;

          (f) A default or event of default  shall  occur under any of the other
     Loan  Documents  and, if subject to a cure right,  such default or event of
     default shall not be cured within the applicable cure period;

          (g) Borrower shall default in the timely payment or performance of any
     obligation  now or hereafter  owed to Lender in  connection  with any other
     indebtedness of Borrower now or hereafter owed to Lender and, if subject to
     a cure right,  such  default or event of default  shall not be cured within
     the applicable cure period;

          (h) Borrower shall have defaulted and continue to be in default in the
     timely payment or performance of any other  indebtedness  or obligation and
     such failure continues beyond any applicable grace period (unless disputed)
     and  adequate  reserves  are  maintained,  which in the  aggregate  exceeds
     Twenty-Five  Thousand and  No/100ths  Dollars  ($25,000.00)  or  materially
     adversely affects Borrower's financial condition;

          (i) Except with Lender's consent,  Clyde E. Culp, III, shall no longer
     be  significantly  involved in the  management  and/or daily  operations of
     Borrower;

          With respect to any Event of Default  described  above that is capable
     of being cured and that does not already  provide its own cure procedure (a
     "Curable  Default"),  the  occurrence  of such  Curable  Default  shall not
     constitute an Event of Default  hereunder if such Curable  Default is fully
     cured  and/or  corrected  within  thirty (30) days (ten (10) days,  if such
     Curable  Default  may be cured by  payment  of a sum of  money)  of  notice
     thereof  to  Borrower  given  in  accordance  with the  provisions  hereof;
     provided, however, that this provision shall not require notice to Borrower
     and an  opportunity  to cure any Curable  Default of which Borrower has had
     actual knowledge for the requisite number of days set forth.

<PAGE>


     5.2 Acceleration of Maturity, Remedies. Upon the occurrence of any Event of
Default described in subsection 5.1(d),  the indebtedness  evidenced by the Note
as well as any and all  other  indebtedness  of  Borrower  to  Lender  shall  be
immediately  due and payable in full; and upon the occurrence of any other Event
of Default  described  above,  Lender at any time  thereafter  may at its option
accelerate the maturity of the indebtedness evidenced by the Note as well as any
and all other  indebtedness  of  Borrower to Lender;  all without  notice of any
kind.  Upon the occurrence of any such Event of Default and the  acceleration of
the maturity of the Indebtedness evidenced by the Note:

          (a) Lender  shall be  immediately  entitled  to  exercise  any and all
     rights and remedies  possessed by Lender  pursuant to the terms of the Note
     and all of the other Loan Documents; and

          (b) Lender  shall  have any and all other  rights  and  remedies  that
     Lender may now or hereafter possess at law, in equity or by statute.

     5.3 Remedies  Cumulative,  No Waiver.  No right,  power or remedy conferred
upon or reserved to Lender by this  Agreement or any of the other Loan Documents
is intended to be exclusive of any other  right,  power or remedy,  but each and
every such right,  power and remedy shall be cumulative and concurrent and shall
be in addition to any other right,  power and remedy given hereunder,  under any
of the other Loan Documents or now or hereafter existing at law, in equity or by
statute.  No delay or omission by Lender to exercise any right,  power or remedy
accruing upon the occurrence of any Event of Default shall exhaust or impair any
such  right,  power or remedy or shall be  construed  to be a waiver of any such
Event of Default or an acquiescence  therein,  and every right, power and remedy
given by this  Agreement and the other Loan Documents to Lender may be exercised
from time to time and as often as may be deemed expedient by Lender.

     5.4 Proceeds of Remedies.  Any or all proceeds  resulting from the exercise
of any or all of the  foregoing  remedies  shall be  applied as set forth in the
Loan Document(s)  providing remedy or remedies exercised;  if none is specified,
or if the remedy is provided by this Agreement, then as follows:

          First,  to the actual and  reasonable  costs and expenses,  including,
     without  limitation,  reasonable  attorney's  fees  incurred  by  Lender in
     connection with the exercise of its remedies;

          Second,  to the actual and  reasonable  expenses of curing the default
     that has occurred, in the event that Lender elects, in its sole discretion,
     to cure the default that has occurred;

<PAGE>


          Third,  to the payment of the  obligations  of Borrower under the Loan
     Documents (the "Obligations"),  including but not limited to the payment of
     the principal of and interest on the indebtedness evidenced by the Note, in
     such order of priority as Lender shall  determine  in its sole  discretion;
     and

          Fourth,  the  remainder,  if any, to  Borrower or to any other  person
     lawfully thereunto entitled.

                                    ARTICLE 6
                                   TERMINATION
                                   -----------

     6.1  Termination of this  Agreement.  This  Agreement  shall remain in full
force and effect  until the later of (i) the  Maturity  Date (as  defined in the
Note),  or (ii) the payment by Borrower of all amounts owed to Lender,  at which
time Lender shall cancel the Note and deliver it to Borrower; provided, however,
that if at any time Borrower has satisfied all  obligations to Lender,  Borrower
may terminate this Agreement by providing written notice to Lender.


                                    ARTICLE 7
                                  MISCELLANEOUS
                                  -------------

     7.1  Performance  By Lender.  If  Borrower  shall  default in the  payment,
performance or observance of any covenant,  term or condition of this Agreement,
which default is not cured within the applicable  cure period,  then Lender may,
at its option,  pay, perform or observe the same, and all payments made or costs
or  expenses  incurred  by Lender in  connection  therewith  (including  but not
limited to reasonable  attorney's  fees),  with interest  thereon at the highest
default rate  provided in the Note (if none,  then at the maximum rate from time
to time allowed by applicable  law),  shall be  immediately  repaid to Lender by
Borrower  and shall  constitute a part of the  Obligations.  Lender shall be the
sole judge of the necessity for any such actions and of the amounts to be paid.

     7.2 Successors and Assigns Included in Parties.  Whenever in this Agreement
one  of  the  parties  hereto  is  named  or  referred  to,  the  heirs,   legal
representatives,  successors,  successors-in-title  and assigns of such  parties
shall be included,  and all covenants and agreements contained in this Agreement
by or on behalf of Borrower or by or on behalf of Lender shall bind and inure to
the    benefit   of   their    respective    heirs,    legal    representatives,
successors-in-title and assigns, whether so expressed or not.

     7.3 Costs and Expenses.  Borrower  agrees to pay all  reasonable  costs and
expenses incurred by Lender in connection with the making of the Loan, including
but not  limited  to filing  fees,  recording  taxes,  indebtedness  taxes,  and
reasonable  attorneys'  fees,  promptly upon demand of Lender.  Borrower further
agrees to pay all premiums for  insurance  required to be maintained by Borrower
pursuant to the terms of the Loan Documents and all of the  out-of-pocket  costs
and expenses  incurred by Lender in connection  with the collection of the Loan,
amendment to the Loan  Documents,  or prepayment of the Loan,  including but not
limited to reasonable attorneys' fees, promptly upon demand of Lender.

<PAGE>


     7.4  Assignment.  The Note, this Agreement and the other Loan Documents may
be endorsed,  assigned and/or transferred in whole or in part by Lender, and any
such holder and/or assignee of the same shall succeed to and be possessed of the
rights and powers of Lender under all of the same to the extent  transferred and
assigned.  Lender may grant participations in all or any portion of its interest
in the  indebtedness  evidenced by the Note,  and in such event  Borrower  shall
continue  to make  payments  due under the Loan  Documents  to Lender and Lender
shall have the sole responsibility of allocating and forwarding such payments in
the appropriate manner and amounts.  Borrower shall not assign any of its rights
nor  delegate  any of its  duties  hereunder  or  under  any of the  other  Loan
Documents without the prior express written consent of Lender.

     7.5 Time of the  Essence.  Time is of the essence  with respect to each and
every  covenant,  agreement and obligation  hereunder and under all of the other
Loan Documents.
 
     7.6 Severability.  If any provision(s) of this Agreement or the application
thereof to any person or circumstance  shall be invalid or  unenforceable to any
extent,  the remainder of this Agreement and the  application of such provisions
to other  persons or  circumstances  shall not be affected  thereby and shall be
enforced to the greatest extent permitted by law.
 
     7.7  Interest  and Loan  Charges  Not to  Exceed  Maximum  Allowed  by Law.
Anything in this  Agreement,  the Note or any of the other Loan Documents to the
contrary  notwithstanding,   in  no  event  whatsoever,  whether  by  reason  of
advancement of proceeds of the Loan,  acceleration of the maturity of the unpaid
balance of the Loan or otherwise,  shall the interest and loan charges agreed to
be paid to Lender for the use of the money advanced or to be advanced  hereunder
exceed the maximum amounts collectible under applicable laws in effect from time
to time.  It is  understood  and agreed by the parties  that,  if for any reason
whatsoever  the  interest  or  loan  charges  paid or  contracted  to be paid by
Borrower in respect of the  indebtedness  evidenced by the Note shall exceed the
maximum amounts  collectible  under applicable laws in effect from time to time,
then ipso facto,  the obligation to pay such interest  and/or loan charges shall
be reduced to the maximum amounts  collectible  under  applicable laws in effect
from time to time, and any amounts  collected by Lender that exceed such maximum
amounts  shall be  applied  to the  reduction  of the  principal  balance of the
indebtedness  evidenced  by the Note  and/or  refunded to Borrower so that at no
time  shall the  interest  or loan  charges  paid or  payable  in respect of the
indebtedness  evidenced by the Note exceed the maximum  amounts  permitted  from
time to time by applicable law.

     7.8  Article and  Section  Headings:  Defined  Terms.  Numbered  and titled
article and section  headings  and defined  terms are for  convenience  only and
shall not be construed as amplifying  or limiting any of the  provisions of this
Agreement.

<PAGE>


     7.9  Notices.  Any and all  notices,  elections  or  demands  permitted  or
required to be made under this Agreement or any of the Loan  Documents  shall be
in writing, signed by the party giving such notice, election or demand and shall
be delivered personally,  telecopied, or sent by certified mail or overnight via
nationally  recognized  courier service (such as Federal Express),  to the other
party at the  address  set  forth  below,  or at such  other  address  as may be
supplied in writing and of which receipt has been  acknowledged in writing.  The
date of personal delivery,  telecopy or telex or two (2) business days after the
date of  mailing  (or the next  business  day  after  delivery  to such  courier
service),  as the case may be,  shall be the date of such  notice,  election  or
demand. For the purposes of this Agreement:

 The Address of Lender is:        Sirrom. Capital Corporation
                                  Suite 200
                                  500 Church Street
                                  Nashville, TN 37219
                                  Attention: Kathy Harris
                                  Telecopy: 615/726-1208

 with a copy to:                  Chambliss & Bahner, PLLC
                                  1000 Tallan Building
                                  Two Union Square
                                  Chattanooga, TN 37402
                                  Attention: J. Patrick Murphy, Esq.
                                  Telecopy: 423/265-9574

 The Address of Borrower is:      TRC Acquisition Corporation
                                  2662 Holcomb Bridge Road
                                  Suite 320
                                  Alpharetta, Georgia 30202
                                  Attention: Clyde E. Culp, III
                                  Telecopy: (770) 518-1443

 with a copy to:                  Nelson, Mullins, Riley & Scarborough, L.L.P.
                                  1201 Peachtree Street, N.E.
                                  400 Colony Square
                                  Suite 2200
                                  Atlanta, GA 30361
                                  Attention: Jonathan R. Coe
                                  Telecopy: (404) 817-6050

     7.10 Entire Agreement.  This Agreement and the other Loan Documents between
Borrower  and  Lender  represent  the  entire  agreement   between  the  parties
concerning  the  subject  matter  hereof,  and all oral  discussions  and  prior
agreements  are  merged  herein;  provided,  if ere is a conflict  between  this
Agreement and any other Loan Documents executed  contemporaneously herewith with
respect to the  Obligations,  the provision of this  Agreement all control.  The
execution  and  delivery of this  Agreement  and the other Loan  Documents  by e
Borrower  were not based upon any fact or material  provided by Lender,  nor was
the Borrower  induced or  influenced  to enter into this  Agreement or the other
Loan Documents by any representation, statement, analysis or promise by Lender.

<PAGE>


     7.11  Governing  Law and  Amendments.  This  Agreement  and all of the Loan
documents  shall be  construed  and  enforced  under  the  laws of the  State of
Tennessee  applicable  contracts to be wholly  performed in such State except to
the extent certain rights and privileges may be granted Lender under  applicable
federal  laws in  which  event  federal  law  shall  control.  No  amendment  or
modification  hereof shall be effective  except in a writing executed by each of
the parties hereto.

     7.12  Survival  of   Representations   and   Warranties.   All   covenants,
representations and warranties contained herein or in any of the Loan Documents,
or made by or furnished on behalf of the Borrower in connection  herewith or any
of the  Loan  Documents,  shall  survive  the  execution  and  delivery  of this
Agreement  and all other Loan  Documents  and shall  continue  in full force and
effect so long as the Obligations are unpaid.
 
     7.13  Jurisdiction and Venue.  Borrower hereby consents to the jurisdiction
of the courts of the State of Tennessee and  the-"United  States  District Court
for the Middle  District of  Tennessee,  as well as to the  jurisdiction  of all
courts  from which an appeal may be taken from such  courts,  for the purpose of
any  suit,  action or other  proceeding  arising  out of any of its  obligations
arising under this  Agreement or any other Loan Documents or with respect to the
transactions contemplated hereby, and expressly waives any and all objections it
may have as to venue in any of such courts.

     7.14 Waiver of Trial by Jury.  LENDER AND  BORROWER  HEREBY  WAIVE TRIAL BY
JURY IN ANY ACTIONS, PROCEEDINGS, CLAIMS OR COUNTER-CLAIMS,  WHETHER IN CONTRACT
OR TORT,  AT LAW OR IN EQUITY,  ARISING  OUT OF OR IN ANY WAY  RELATING  TO THIS
AGREEMENT OR THE LOAN DOCUMENTS.

     7.15  Counterparts.  This  Agreement  may  be  executed  in any  number  of
counterparts   and  by   different   parties  to  this   Agreement  in  separate
counterparts,  each of which when so executed  shall be deemed to be an original
and all of which taken together shall constitute one and the same Agreement.

     7.16  Construction  and  Interpretation.   Should  any  provision  of  this
Agreement  require  judicial  interpretation,  the parties hereto agree that the
court interpreting or construing the same shall not apply a presumption that the
terms hereof shall be more strictly construed against one party by reason of the
rule of construction  that a document is to be more strictly  construed  against
the party that itself or through its agent prepared the same, it being agreed at
the  Borrower,  Lender and their  respective  agents  have  participated  in the
preparation eof.

<PAGE>


     IN WITNESS  WHEREOF,  the parties hereto have executed this  Agreement,  or
have caused this Agreement to be executed by their duly authorized officers,  as
of the day and year above written.

                                      LENDER:
                                      -------

                                      SIRROM CAPITAL CORPORATION, a Tennessee.
                                      corporation


                                      By: /s/ Illegible
                                      Title: Chief Operating Officer



                                      BORROWER:

                                      TRC ACQUISITION CORPORATION, a Georgia
                                      corporation


                                      By: /s/ John Feltman
                                      Title: /s/ President



 
<PAGE>


Exhibit A - Form of Note
Schedule 2.1(b) - Subsidiaries
Schedule 2.1(e) - Options, Warrants, Stock Rights, Etc.
Schedule 2.1(f) - Trademarks, Patents, Etc. 
Schedule 2.1(h) - Litigation 
Schedule 2.1(i)(A) and (B) - Financial Statements  
Schedule 2.1(l) - Debt and Liens 
Schedule 2.1(m) - Taxes  
Schedule 2.1(n) - Shareholder Loans  
Schedule 2.1(q) - Significant Contracts 
Schedule 2.1(bb) - Deposit Institutions 
Schedule 2.1(cc) - Names and Locations