SALE-LEASEBACK AGREEMENT


     THIS SALE-LEASEBACK  AGREEMENT (this "Agreement") is made as of October 19,
2000, by and among PUBS  PROPERTY,  LLC, a Delaware  limited  liability  company
("Buyer"),  whose address is c/o U.S. Realty  Advisors,  LLC, 1370 Avenue of the
Americas,  New York, New York 10019, AVADO BRANDS,  INC., a Georgia  corporation
("Guarantor"),  whose address is Hancock at Washington,  Madison, Georgia 30650,
and HOPS GRILL & BAR, INC., a Florida corporation  ("Seller"),  whose address is
2701 North  Rocky Point  Drive,  Suite 300,  Tampa,  Florida  33607  (Seller and
Guarantor are referred to collectively as the "Seller Entities").

                             PRELIMINARY STATEMENT:

     Unless otherwise  expressly provided herein, all defined terms used in this
Agreement  shall have the meanings  set forth in Section 1. The Seller  Entities
own or have an option or right to  purchase  the  Properties.  Buyer  desires to
purchase the  Properties  pursuant to this Agreement and lease the Properties to
Seller pursuant to the Lease.

                                   AGREEMENT:

     In  consideration of the mutual covenants and provisions of this Agreement,
the parties agree as follows:

     1. Definitions.  The following terms shall have the following  meanings for
all purposes of this Agreement:

     "Acknowledgement"  means the  Acknowledgement  of Master  Lease  Assignment
dated  as of the  date  of this  Agreement  among  Lessor,  Lessee,  Lender  and
Remainderman.

     "Affiliate"  means any  person  or  entity  which  directly  or  indirectly
controls,  is under common control with, or is controlled by any other person or
entity. For purposes of this definition, "controls", "under common control with"
and "controlled by" means the possession,  directly or indirectly,  of the power
to direct or cause the direction of the  management  and policies of such person
or entity, whether through ownership of voting securities or otherwise.

     "Closing" shall have the meaning set forth in Section 5.

     "Closing Date" shall have the meaning set forth in Section 5.

     "Code" means the United States Bankruptcy Code, 11 U.S.C. Sec. 101 et seq.,
as amended.

     "Commitment" means that certain commitment letter dated September 11, 2000,
between  U.S.  Realty  Advisors,  LLC  and  Guarantor,  and  any  amendments  or
supplements thereto.

     "Consent  Agreement" means that certain Consent Agreement and Order, Docket
No.  00-AL-J-07-0315-CC,  In Re: Food Service Permit No. 32-2545,  regarding the
Property  located at 5195 Fernandina  Road,  Columbia,  South Carolina signed on
July 31, 2000.

     "Counsel" means one or more legal counsel to Seller and Guarantor  licensed
in the states in which (i) the Properties are located, (ii) Seller and Guarantor
are  incorporated or formed and (iii) Seller and Guarantor  maintain their chief
executive offices, as selected by Seller and Guarantor and approved by Buyer.

     "De  Minimis  Amounts"  shall  mean,  with  respect  to any given  level of
Hazardous  Materials,  that level or quantity of Hazardous Materials in any form
or  combination  of  forms,  the use,  storage  or  release  of  which  does not
constitute a violation  of, or require  regulation  or  remediation  under,  any
Environmental  Laws and is  customarily  employed in the ordinary  course of, or
associated  with,  similar  businesses  located  in  the  states  in  which  the
Properties are located.


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<PAGE>
     "Environmental Condition" means any condition with respect to soil, surface
waters,  groundwaters,  land,  stream sediments,  surface or subsurface  strata,
ambient air and any  environmental  medium  comprising or surrounding any of the
Properties,  whether or not yet  discovered,  which  could or does result in any
damage,  loss, cost, expense,  claim,  demand,  order or liability to or against
Seller,  Guarantor,  Buyer or  Lender  by any third  party  (including,  without
limitation,  any Governmental  Authority),  including,  without limitation,  any
condition  resulting  from the  operation  of Seller's or  Guarantor's  business
and/or the operation of the business of any other  property owner or operator in
the vicinity of any of the Properties and/or any activity or operation  formerly
conducted by any person or entity on or off any of the Properties.

     "Environmental   Insurer"  means  American  International  Specialty  Lines
Insurance  Company  or  such  other  insurer  providing  Environmental  Policies
reasonably acceptable to Buyer.

     "Environmental Laws" means any present and future federal,  state and local
laws, statutes,  ordinances,  rules, regulations and the like, as well as common
law,  relating to Hazardous  Materials  and/or the protection of human health or
the  environment,  by reason of a Release or a  Threatened  Release of Hazardous
Materials or relating to liability for or costs of  Remediation or prevention of
Releases.  "Environmental  Laws" includes,  but is not limited to, the following
statutes,  as amended,  any successor  thereto,  and any  regulations,  rulings,
orders or decrees promulgated pursuant thereto, and any state or local statutes,
ordinances,  rules,  regulations  and the like addressing  similar  issues:  the
Comprehensive  Environmental  Response,  Compensation  and  Liability  Act;  the
Emergency  Planning and Community  Right-to-Know  Act; the  Hazardous  Materials
Transportation  Act; the Resource  Conservation  and Recovery Act (including but
not limited to  Subtitle I relating to  underground  storage  tanks);  the Solid
Waste Disposal Act; the Clean Water Act; the Clean Air Act; the Toxic Substances
Control Act; the Safe  Drinking  Water Act; the  Occupational  Safety and Health
Act; the Federal Water Pollution Control Act; the Federal Insecticide, Fungicide
and  Rodenticide  Act; the  Endangered  Species Act; the National  Environmental
Policy Act; and the River and Harbors  Appropriation Act.  "Environmental  Laws"
also includes,  but is not limited to, any present and future federal, state and
local laws, statutes,  ordinances,  rules,  regulations and the like, as well as
common law:  conditioning  transfer of property upon a negative  declaration  or
other approval of a Governmental Authority of the environmental condition of the
property;   requiring   notification   or   disclosure   of  Releases  or  other
environmental  condition of any of the Properties to any Governmental  Authority
or other person or entity,  whether or not in connection  with transfer of title
to or interest in property;  imposing  conditions  or  requirements  relating to
Hazardous Materials in connection with permits or other authorization for lawful
activity;  relating to nuisance,  trespass or other causes of action  related to
Hazardous  Materials;  and  relating  to wrongful  death,  personal  injury,  or
property or other damage in connection with the physical condition or use of any
of the Properties by reason of the presence of Hazardous Materials in, on, under
or above any of the Properties.

     "Environmental  Policies"  means  the  environmental  insurance  policy  or
policies,  as applicable,  issued by Environmental Insurer to Buyer with respect
to the Properties,  which Environmental  Policies shall be in form and substance
satisfactory to Buyer in its sole discretion.

     "Equipment  Transfer  Agreement"  means  that  certain  Equipment  Transfer
Agreement  dated as of the date of this  Agreement  among Buyer,  First Security
Bank, National  Association,  SunTrust Bank, STI Credit Corporation,  BancBoston
Leasing, Inc., and Southtrust Bank, N.A.

     "Event of Default" has the meaning set forth in Section 12.

     "Fee" means an expense  deposit made to cover  certain of Buyer's costs and
expenses   associated  with  the  transactions   contemplated  hereby  equal  to
$283,715.00,  which  amount  has  been  paid  prior  to the  execution  of  this
Agreement.


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<PAGE>
     "Franchise  Finance" means  Franchise  Finance  Corporation  of America,  a
Delaware corporation, and its successors.

     "Governmental   Authority"  means  any  governmental   authority,   agency,
department,    commission,    bureau,   board,    instrumentality,    court   or
quasi-governmental  authority  of the  United  States,  the  states in which the
Properties are located or any political subdivision thereof.

     "Guaranty"  means  that  certain  unconditional  guaranty  of  payment  and
performance  dated as of the date of this  Agreement to be executed by Guarantor
for the benefit of Buyer, as the same may be amended from time to time.

     "Hazardous  Materials"  means (i) any toxic  substance or hazardous  waste,
substance,  solid waste or related  material,  or any pollutant or  contaminant;
(ii) radon gas,  asbestos  in any form which is or could  become  friable,  urea
formaldehyde  foam  insulation,  transformers  or other equipment which contains
dielectric fluid  containing  levels of  polychlorinated  biphenyls in excess of
federal, state or local safety guidelines,  whichever are more stringent, or any
petroleum  product;  (iii) any substance,  gas, material or chemical which is or
may be defined as or  included  in the  definition  of  "hazardous  substances,"
"toxic  substances,"   "hazardous  materials,"  "hazardous  wastes,"  "regulated
substances"  or words of similar import under any  Environmental  Laws; and (iv)
any other  chemical,  material,  gas or substance  the exposure to or release of
which  is or  may be  prohibited,  limited  or  regulated  by  any  Governmental
Authority that asserts or may assert  jurisdiction over any of the Properties or
the operations or activity at any of the Properties, or any chemical,  material,
gas or substance  that does or may pose a hazard to the health  and/or safety of
the  occupants  of any of the  Properties  or the  owners  and/or  occupants  of
property adjacent to or surrounding any of the Properties.

     "Indemnified Parties" has the meaning set forth in Section 14.

     "Lease"  means  the  master  lease  agreement  dated as of the date of this
Agreement  to be  executed by Buyer,  as lessor,  and  Seller,  as lessee,  with
respect to the Properties, as the same may be amended from time to time.

     "Lender" means FFCA Acquisition Corporation, a Delaware corporation.

     "License  Agreement"  means the license  agreement  dated as of the date of
this  Agreement  between  Buyer and the Seller  Entities  pursuant  to which the
Seller  Entities will grant Buyer a license to use the trade name and trademarks
of the Seller  Entities  and to operate the Premises as Hops  Restaurant,  Bar &
Brewery  restaurants upon the occurrence of an event of default under the Lease,
as the same may be amended from time to time.

     "Loan  Agreement"  means  the Loan  Agreement  dated as of the date of this
Agreement in effect  between Buyer and Lender,  as such agreement may be amended
from time to time and any and all replacements or substitutions thereof.

     "Memorandum"  means the  memorandum of master lease dated as of the date of
this Agreement to be executed by Buyer, as lessor,  and Seller, as lessee,  with
respect to the Properties.  A duplicate original Memorandum will be executed and
recorded  in the  applicable  real  property  records  for each  Property.  Each
Memorandum  will contain  exhibits with the  addresses and store  identification
numbers for all of the Properties and the legal  description  for the applicable
Property.

     "Non-Foreign  Seller  Certificate" means the non-foreign seller certificate
to be executed and delivered by each of the Seller Entities to Buyer prior to or
on the Closing Date.

     "Other Agreements" means, collectively,  all agreements and instruments now
or hereafter  entered into between,  among or by (1) any of the Seller Entities,
and,  or for the  benefit  of,  (2)  Buyer;  provided,  however,  the term Other
Agreements  shall  not  include  this  Agreement  and the  other  Sale-Leaseback
Documents.


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<PAGE>
     "Permitted Exceptions" means those recorded easements,  restrictions, liens
and encumbrances set forth as exceptions in the title insurance  policies issued
by Title  Company  to Buyer  and  approved  by Buyer  in  connection  with  this
Agreement.

     "Permitted  Facility" means a Hops Restaurant,  Bar & Brewery restaurant or
such other  restaurant  concepts of  Guarantor  and its  subsidiaries  which are
approved  by Buyer  after the  Closing,  such  approval  not to be  unreasonably
withheld, conditioned or delayed.

     "Personalty" means all machinery,  appliances,  furniture, equipment, trade
fixtures and other  personal  property  from time to time situated on or used in
connection  with the Properties,  including,  without  limitation,  the personal
property identified on Schedule II attached to the Lease; provided, however, the
term "Personalty" shall not include the HVAC, walk-in coolers, walk-in freezers,
supply fans, exhaust fans, air ducts,  hoods,  vents,  built-in sinks,  built-in
countertops,  plumbing and electrical  fixtures,  sign poles and lighting poles,
all of which  items are  intended to be fixtures as such term is used within the
definition of "Properties".

     "Properties" means,  collectively,  the parcels of real estate described by
address,  Buyer Number and Unit Number in Exhibit A attached  hereto and legally
described  in  Exhibit  A-1  attached   hereto,   all  rights,   privileges  and
appurtenances associated therewith, and all buildings,  structures, fixtures and
other  improvements now or hereafter located on such real estate (whether or not
affixed to such real estate).

     "Purchase Price" means the amount specified in Section 3.

     "Questionnaires" means the environmental questionnaires completed by Seller
with respect to each of the Properties and submitted to Environmental Insurer in
connection with the issuance of the Environmental Policies.

     "Release"  means  any  presence,  release,  deposit,  discharge,  emission,
leaking, spilling,  seeping, migrating,  injecting,  pumping, pouring, emptying,
escaping, dumping, disposing or other movement of Hazardous Materials.

     "Remediation" means any response,  remedial, removal, or corrective action,
any activity to cleanup, detoxify, decontaminate, contain or otherwise remediate
any Hazardous Materials,  any actions to prevent,  cure or mitigate any Release,
any action to comply  with any  Environmental  Laws or with any  permits  issued
pursuant thereto, any inspection,  investigation, study, monitoring, assessment,
audit,  sampling and testing,  laboratory or other  analysis,  or any evaluation
relating to any Hazardous Materials.

     "Sale-Leaseback Documents" means this Agreement, the Lease, the Memorandum,
the Guaranty,  the Security  Agreement,  the Equipment Transfer  Agreement,  the
Acknowledgement  and all other  documents  executed in  connection  therewith or
contemplated thereby.

     "Security  Agreement" means that certain  Conveyance and Security Agreement
dated as of the date of this Agreement among the Seller Entities and Buyer.

     "Subject Equipment" has the meaning set forth in the Security Agreement.

     "Threatened  Release"  means a  substantial  likelihood  of a Release which
requires  action to  prevent or  mitigate  damage to the soil,  surface  waters,
groundwaters,  land, stream sediments, surface or subsurface strata, ambient air
or  any  other  environmental  medium  comprising  or  surrounding  any  of  the
Properties which may result from such Release.

     "Title Company" means the title insurance company described in Section 6.

     "UCC-1 Financing Statements" means such UCC-1 Financing Statements as Buyer
shall  require  to be  executed  and  delivered  by Seller  with  respect to the
transactions contemplated by this Agreement.


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<PAGE>
     2.  Transaction.  On the  terms and  subject  to the  conditions  set forth
herein:

     (i) the Seller  Entities  shall sell,  or cause to be  conveyed,  and Buyer
shall purchase all of the Properties;

     (ii) Buyer  shall  lease all of the  Properties  to Seller  pursuant to the
Lease;

     (iii) the Seller Entities shall transfer, or cause to be transferred, legal
title  to the  Personalty  to  Buyer  by one or more  bills  of sale in the form
attached to this Agreement as Exhibit C (collectively, the "Bills of Sale"), and
such Personalty  shall be held by Buyer as contemplated by the Lease;  provided,
however, with respect to the Subject Equipment,  such Subject Equipment shall be
conveyed to Buyer as contemplated by the Security Agreement; and

     (iv)  Guarantor  will guaranty all of the  obligations  of Seller under the
Lease pursuant to the Guaranty.

     The sale and purchase of all of the  Properties  pursuant to this Agreement
and the lease of all of the  Properties to Seller  pursuant to the Lease are not
severable and shall be considered a single integrated transaction.

     3. Purchase Price.  The aggregate  purchase price for all of the Properties
shall be $28,371,573.60 (the "Purchase Price"). The Purchase Price shall be paid
at the  Closing  in  cash  or its  equivalent  subject  to  any  prorations  and
adjustments required by this Agreement.  The Purchase Price shall be remitted at
Closing to the Seller Entities or at their direction. In addition, Buyer's costs
incurred in connection  with the acquisition of the Properties and the financing
of the acquisition of the Properties in the aggregate  amount of $500,000.00 has
been  capitalized  into the Purchase  Price for the purposes of setting the rent
due under the Lease.

     4.  Expense  Deposit.  The Fee  previously  paid to Buyer was deemed  fully
earned upon Buyer's receipt and is not refundable.  In the event the transaction
set forth in this Agreement  fails to close due to a breach or default by either
of the Seller Entities under this Agreement, Buyer shall retain the Fee (without
affecting or limiting Buyer's remedies set forth in this Agreement).

     5. Closing Date.  The purchase and sale of the  Properties  shall be closed
(the  "Closing")  within 30 days following the  satisfaction of all of the terms
and conditions  contained herein,  but in no event shall the date of the Closing
be extended beyond October 18, 2000,  unless such extension shall be approved by
Buyer in its sole  discretion  (the date on which  the  Closing  shall  occur is
referred to herein as the "Closing Date").

     6. Closing.  Buyer has ordered a title insurance commitment for each of the
Properties  from  LandAmerica  Financial Group ("Title  Company").  Prior to the
Closing Date,  the parties hereto shall deposit with Title Company all documents
and moneys  necessary  to comply with their  obligations  under this  Agreement.
Title Company shall not cause the  transaction  to close unless and until it has
received written instructions from Buyer to do so. Except for the fees and costs
to be paid by Buyer pursuant to Section 3, all costs of such  transaction  shall
be borne by the Seller  Entities,  including,  without  limitation,  the cost of
title insurance and  endorsements,  the attorneys' fees of the Seller  Entities,
attorneys' fees of Buyer, the cost of the Environmental Policies to be delivered
pursuant to Section 11.E,  the cost of the surveys,  stamp taxes,  transfer fees
and  escrow  and  recording  fees.  All real and  personal  property  and  other
applicable  taxes and  assessments  and  other  charges  relating  to any of the
Properties which are due and payable on or prior to the Closing Date, as well as
such taxes and  assessments  due and payable  subsequent to the Closing Date but
which  Title  Company  requires  to be paid at  Closing  as a  condition  to the
issuance of the title  insurance  policies  described in Section 11.C,  shall be
paid by the Seller Entities at or prior to the Closing,  and all other taxes and
assessments shall be paid by Seller in its capacity as lessee under the Lease in


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<PAGE>
accordance with the terms of the Lease. The Closing  documents shall be dated as
of the Closing Date.

     The Seller  Entities and Buyer hereby employ Title Company to act as escrow
agent in connection  with this  transaction.  The Seller Entities and Buyer will
deliver to Title Company all documents,  pay to Title Company all sums and do or
cause to be done all other things  necessary or required by this  Agreement,  in
the  reasonable  judgment of Title  Company,  to enable Title  Company to comply
herewith  and to enable any title  insurance  policy  provided  for herein to be
issued.  Title  Company  is  authorized  to pay,  from any funds  held by it for
Buyer's or the Seller  Entities'  respective  credit all  amounts  necessary  to
procure the  delivery of such  documents  and to pay, on behalf of Buyer and the
Seller Entities, all charges and obligations payable by them, respectively.  The
Seller  Entities will pay all charges  payable by them to Title  Company.  Title
Company  is  authorized,  in the  event any  conflicting  demand is made upon it
concerning  these  instructions  or the  escrow,  at its  election,  to hold any
documents and/or funds deposited hereunder until an action shall be brought in a
court of competent  jurisdiction  to determine the rights of the Seller Entities
and Buyer or to interplead  such documents  and/or funds in an action brought in
any such court.  Deposit by Title  Company of such  documents  and funds,  after
deducting therefrom its charges and its expenses and attorneys' fees incurred in
connection  with any such  court  action,  shall  relieve  Title  Company of all
further  liability  and  responsibility  for such  documents  and  funds.  Title
Company's  receipt of this  Agreement and opening of an escrow  pursuant to this
Agreement shall be deemed to constitute  conclusive  evidence of Title Company's
agreement to be bound by the terms and conditions of this  Agreement  pertaining
to Title Company.  Disbursement  of any funds shall be made by check,  certified
check or wire  transfer,  as directed by Buyer.  Title Company shall be under no
obligation to disburse any funds  represented by check or draft, and no check or
draft  shall  be  payment  to  Title  Company  in  compliance  with  any  of the
requirements  hereof,  until it is  advised  by the bank in which  such check or
draft is deposited  that such check or draft has been honored.  Title Company is
authorized  to act upon any  statement  furnished  by the holder or payee,  or a
collection agent for the holder or payee, of any lien on or charge or assessment
in connection with any of the  Properties,  concerning the amount of such charge
or  assessment  or  the  amount  secured  by  such  lien  without  liability  or
responsibility  for the  accuracy of such  statement.  The  employment  of Title
Company as escrow  agent  shall not affect any rights of  subrogation  under the
terms of any title insurance policy issued pursuant to the provisions thereof.

     7.  Representations  and  Warranties  of  Buyer.  The  representations  and
warranties of Buyer  contained in this Section are being made by Buyer as of the
date of this  Agreement  and the Closing  Date to induce the Seller  Entities to
enter into this Agreement and consummate the transactions  contemplated  herein,
and the Seller  Entities  have  relied,  and will  continue  to rely,  upon such
representations  and  warranties  from and after the execution of this Agreement
and the  Closing.  Buyer  represents  and  warrants  to the Seller  Entities  as
follows:

     A.  Organization of Buyer.  Buyer has been duly formed, is validly existing
and has taken all  necessary  action to authorize  the  execution,  delivery and
performance by Buyer of this Agreement.

     B. Authority of Buyer. The person who has executed this Agreement on behalf
of Buyer is duly authorized so to do.

     C. Enforceability. Upon execution by Buyer, this Agreement shall constitute
the legal, valid and binding obligation of Buyer,  enforceable  against Buyer in
accordance with its terms.

     All  representations  and warranties of Buyer made in this Agreement  shall
survive the Closing.

     8.   Representations   and   Warranties   of  the  Seller   Entities.   The
representations  and warranties of the Seller Entities contained in this Section


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<PAGE>
are being made as of the date of this  Agreement  and the Closing Date to induce
Buyer to enter into this Agreement and consummate the transactions  contemplated
herein,   and  Buyer  has  relied,   and  will  continue  to  rely,   upon  such
representations  and  warranties  from and after the execution of this Agreement
and the Closing. Each of the Seller Entities represents and warrants to Buyer as
follows:

     A. Information and Financial Statements. The Seller Entities have delivered
to Buyer financial  statements  (either audited financial  statements or, if the
Seller Entities do not have audited financial  statements,  certified  financial
statements) and certain other information concerning the Seller Entities,  which
financial statements and other information are true, correct and complete in all
material  respects;  and no material adverse change has occurred with respect to
any such financial  statements and other information provided to Buyer since the
date such financial  statements and other information were prepared or delivered
to Buyer.  The  Seller  Entities  understand  that  Buyer is  relying  upon such
financial  statements and information and each of the Seller Entities represents
that such reliance is reasonable. All such financial statements were prepared in
accordance with generally accepted accounting  principles  consistently  applied
and  accurately  reflect,  as of the  date of  such  financial  statements,  the
financial condition of each individual or entity to which they pertain.

     B.  Organization  and Authority.  (i) Each of the Seller Entities is a duly
organized or formed corporation, validly existing and in good standing under the
laws of its state of incorporation or formation, and qualified to do business in
any jurisdiction where such qualification is required.  All necessary  corporate
action has been taken to authorize the  execution,  delivery and  performance of
this Agreement and of the other documents,  instruments and agreements  provided
for herein.

     (ii) The person who has  executed  this  Agreement  on behalf of the Seller
Entities is duly authorized so to do.

     C. Enforceability of Documents. Upon execution by the Seller Entities, this
Agreement and the other documents,  instruments and agreements to be executed in
connection with this Agreement,  shall  constitute the legal,  valid and binding
obligations  of the Seller  Entities,  as  applicable,  enforceable  against the
Seller Entities, as applicable, in accordance with their respective terms.

     D. Litigation.  There are no suits, actions,  proceedings or investigations
pending or, to the best of its knowledge, threatened against or involving any of
the Seller Entities or any of the Properties before any Governmental  Authority,
including  without  limitation,  the action  pending  before  the United  States
District  Court for the  Middle  District  of  Georgia  under  Civil  Action No.
3:97-CV-83(DF)  and/or any appeal of such  action  that is or will be before the
United States Court of Appeals for the Eleventh Circuit,  which might reasonably
result in any material adverse change in the contemplated  business,  condition,
worth or operations of any of the Seller Entities or any of the Properties.

     E.  Absence of  Breaches  or  Defaults.  None of the Seller  Entities is in
default  under any other  document,  instrument or agreement to which any of the
Seller  Entities  is a party  or by  which  the  Seller  Entities  or any of the
Properties  or any of the Seller  Entities'  property  is subject or bound.  The
authorization,  execution,  delivery and  performance  of this Agreement and the
documents, instruments and agreements provided for herein will not result in any
breach or default under any other document, instrument or agreement to which any
of the Seller Entities is a party or by which any of the Seller Entities, any of
the Properties or any of the Seller Entities'  property is subject or bound. The
authorization,  execution,  delivery and  performance  of this Agreement and the
documents,  instruments and agreements  provided for herein will not violate any
applicable law, statute, regulation, rule, ordinance, code, rule or order.

     F. Utilities. At the Closing Date, each of the Properties will be served by
ample public  utilities to permit full utilization of each of the Properties for
their  intended  purposes and all utility  connection  fees and use charges will
have been paid in full.


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<PAGE>
     G. Intended Use and Zoning;  Compliance  With Laws.  Seller  intends to use
each of the  Properties  solely for the  operation  of a  Permitted  Facility in
accordance  with the  standards of  operations  then in effect on a  system-wide
basis, and related ingress,  egress and parking,  and for no other purposes.  To
the best of each of the Seller Entities' knowledge, each of the Properties is in
compliance with all applicable  zoning  requirements  and the use of each of the
Properties as a Permitted Facility does not constitute a nonconforming use under
applicable  zoning  requirements.  To the best of each of the  Seller  Entities'
knowledge, and except as set forth in the attached Exhibit B with respect to the
Property located in Columbia, South Carolina, each of the Properties complies in
all  material  respects  with  all  applicable  statutes,   regulations,  rules,
ordinances,  codes, licenses,  permits, orders and approvals of any governmental
agencies, departments,  commissions, bureaus, boards or instrumentalities of the
United States,  the states in which the Properties are located and all political
subdivisions thereof, including, without limitation, all health, building, fire,
safety and other codes, ordinances and requirements, all applicable standards of
the National Board of Fire  Underwriters and the Americans With Disabilities Act
of 1990, and all policies or rules of common law, in each case, as amended,  and
any judicial or administrative  interpretation  thereof,  including any judicial
order, consent, decree or judgment applicable to any of the Seller Entities.

     H.  Area   Development;   Wetlands.   No  condemnation  or  eminent  domain
proceedings  affecting any of the Properties have been commenced or, to the best
of the Seller Entities' knowledge,  are contemplated.  To the best of the Seller
Entities'  knowledge,  the area where any of the  Properties  is located has not
been declared blighted by any Governmental Authority. Except as disclosed in the
attached  Exhibit  B,  each of the  Properties  and,  to the best of the  Seller
Entities'  knowledge,  the real property  bordering any of the Properties is not
designated by any Governmental  Authority as wetlands.

     I. Licenses and Permits;  Access.  Prior to the Closing Date,  Seller shall
have all required licenses and permits,  both  governmental and private,  to use
and operate each of the  Properties in the intended  manner.  There are adequate
rights of access to public roads and ways available to each of the Properties to
permit full  utilization of each of the Properties for its intended  purpose and
all such public roads and ways have been completed and dedicated to public use.

     J. Condition of Properties.  As of the Closing Date, each of the Properties
and the Personalty will be of good workmanship and materials, fully equipped and
operational,  in good condition and repair, free from structural defects, clean,
orderly and sanitary, safe, well lit, landscaped, decorated, attractive and well
maintained.

     K.  Environmental.  The Seller Entities are fully familiar with the present
use of each of the Properties. To the best of the Seller Entities' knowledge, no
Hazardous Materials have been used, handled, manufactured,  generated, produced,
stored,  treated,  processed,  transferred  or  disposed  of at or on any of the
Properties,  except in De Minimis  Amounts or in compliance  with all applicable
Environmental  Laws, and no Release or Threatened  Release has occurred at or on
any of the  Properties.  To the  best of the  Seller  Entities'  knowledge,  the
activities,  operations  and  business  undertaken  on, at or about  each of the
Properties,  including,  but not limited to, any past or ongoing  alterations or
improvements  at each of the  Properties,  are and have  been at all  times,  in
compliance  with all  Environmental  Laws.  To the best of the Seller  Entities'
knowledge,  no further action is required to remedy any Environmental  Condition
or violation  of, or to be in  compliance  in all material  respects  with,  any
Environmental Laws, and no lien has been imposed on any of the Properties by any
Governmental  Authority in  connection  with any  Environmental  Condition,  the
violation or threatened  violation of any Environmental  Laws or the presence of
any Hazardous Materials on or off any of the Properties.

     There is no  pending  or, to the best of the  Seller  Entities'  knowledge,
threatened  litigation or proceeding before any Governmental  Authority in which
any person or entity  alleges  the  violation  or  threatened  violation  of any
Environmental Laws or the presence,  Release, Threatened Release or placement on


                                       8
<PAGE>
or at any of the  Properties of any Hazardous  Materials,  or of any facts which
would  give rise to any such  action,  nor have any of the Seller  Entities  (a)
received any notice (and the Seller Entities have no actual  knowledge) that any
Governmental  Authority  or  any  employee  or  agent  thereof  has  determined,
threatens to determine or requires an  investigation to determine that there has
been a violation of any  Environmental  Laws at, on or in connection with any of
the Properties or that there exists a presence,  Release,  Threatened Release or
placement of any Hazardous Materials on or at any of the Properties, or the use,
handling, manufacturing, generation, production, storage, treatment, processing,
transportation  or  disposal  of  any  Hazardous  Materials  at or on any of the
Properties;  (b) received  any notice  under the citizen  suit  provision of any
Environmental  Law in connection  with any of the Properties or any  facilities,
operations  or  activities  conducted  thereon,  or any  business  conducted  in
connection  therewith;  or (c) received any request for inspection,  request for
information,  notice,  demand,  administrative inquiry or any formal or informal
complaint  or claim  with  respect to or in  connection  with the  violation  or
threatened  violation  of any  Environmental  Laws  or  existence  of  Hazardous
Materials  relating to any of the  Properties or any  facilities,  operations or
activities conducted thereon or any business conducted in connection therewith.

     The information and disclosures in the Questionnaires are true, correct and
complete in all material respects,  Buyer and Environmental  Insurer may rely on
such  information  and  disclosures,  and the  person or persons  executing  the
Questionnaires were duly authorized to do so.

     L. Title to Properties.  Title to each of the Properties and the Personalty
(other than the Subject Equipment) is vested in one of the Seller Entities. Upon
Closing,  title to each of the  Properties  and the  Personalty  (other than the
Subject  Equipment)  shall  be held by  Buyer,  free  and  clear  of all  liens,
encumbrances,  charges and security interests of any nature  whatsoever,  except
the Permitted Exceptions.

     M. No Other Agreements and Options. None of the Seller Entities nor, to the
best of the Seller Entities' knowledge,  any of the Properties is subject to any
commitment,  obligation, or agreement,  including, without limitation, any right
of first  refusal,  option to purchase or lease granted to a third party,  which
could or would prevent the Seller  Entities from completing or impair the Seller
Entities'  ability  to  complete  the sale of any of the  Properties  under this
Agreement  or  which  would  bind  Buyer   subsequent  to  consummation  of  the
transaction contemplated by this Agreement.

     N. No Mechanics' Liens.  There are no outstanding  mechanics' liens.  There
are no rights to claim a mechanics' lien in favor of any  materialman,  laborer,
or any other person or entity in connection with labor or materials furnished to
or  performed  on any  portion  of any of the  Properties,  except  for labor or
materials furnished to or performed in the ordinary course of business and which
will  have  been  fully  paid for on or before  the date  such  payment  becomes
delinquent; no work has been performed or is in progress nor have materials been
supplied to any of the  Properties  or  agreements  entered  into for work to be
performed or materials to be supplied to any of the Properties prior to the date
hereof, which will not have been fully paid for on or before the Closing Date or
which might  provide  the basis for the filing of such liens  against any of the
Properties or any portion thereof;  the Seller Entities shall be responsible for
any and all claims for mechanics' liens and accounts payable that have arisen or
may  subsequently  arise due to  agreements  entered  into for  and/or  any work
performed  on,  or  materials  supplied  to any of the  Properties  prior to the
Closing Date;  the Seller  Entities have made no contract or  arrangement of any
kind the  performance  of which by the other party  thereto would give rise to a
lien on any of the Properties; and the Seller Entities shall and do hereby agree
to defend,  indemnify and forever hold Buyer and Buyer's designees harmless for,
from and against any and all such  mechanics' lien claims,  accounts  payable or
other commitments relating to any of the Properties.

     O. No Reliance.  The Seller Entities acknowledge that Buyer did not prepare
or assist in the preparation of any of the projected financial  information used


                                       9
<PAGE>
by the Seller  Entities in analyzing the economic  viability and  feasibility of
the transaction  contemplated  by this  Agreement,  and that the Seller Entities
have not  relied  on any  report or  statement  by Buyer in  entering  into this
Agreement.  Furthermore,  the  Seller  Entities  acknowledge  that they have not
relied upon, nor may they hereafter rely upon, the analysis  undertaken by Buyer
in determining the Purchase Price,  and such analysis will not be made available
to the Seller Entities.

     P.  Purchase  Price.  The  Purchase  Price is the fair market  value of the
Properties  and was agreed to by the Seller  Entities  and Buyer  solely on that
basis.

     All  representations  and  warranties  of the Seller  Entities made in this
Section 8 shall survive the Closing.  The Seller Entities  acknowledge and agree
that  Environmental  Insurer may rely on the environmental  representations  and
warranties set forth in the preceding  subsection K, that Environmental  Insurer
is an intended  third-party  beneficiary of such  representations and warranties
and that  Environmental  Insurer shall have all rights and remedies available at
law or in equity as a result of a breach of such representations and warranties,
including, to the extent applicable, the right of subrogation.

     9. Covenant and Agreements of Seller.  A. The Seller Entities shall, at all
reasonable  times,  upon reasonable  advance notice from Buyer (i) provide Buyer
and Buyer's  officers,  employees,  agents,  advisors,  attorneys,  accountants,
architects,  and engineers with access to each of the Properties,  all drawings,
plans, and specifications for each of the Properties in possession of the Seller
Entities,  all  engineering  reports  relating to each of the  Properties in the
possession of the Seller Entities, the files and correspondence relating to each
of the  Properties,  and the  financial  books and records,  including  lists of
delinquencies,  relating to the ownership, operation, and maintenance of each of
the  Properties,  and (ii) allow such persons to make such  inspections,  tests,
copies, and verifications as Buyer considers  necessary.  All such persons shall
use  reasonable  efforts not to unduly  interfere with the conduct of the Seller
Entities' business.

     B. The Seller  Entities shall use their best efforts to obtain,  within 180
days  after the date of this  Agreement,  either a waiver of, or  amendment  to,
Section 4.1 of the Amended and Restated Declaration of Restrictions and Grant of
Easements, recorded on October 2, 1995, in Official Records Book 4041, Page 3503
(the  "Declaration")  with respect to the parking  requirements for the Property
located at 1950 West International  Speedway Boulevard,  Daytona Beach, Florida,
which  waiver or  amendment  shall  result in a  determination  that the parking
requirements  for such Property set forth in the Declaration have been satisfied
and shall otherwise be in form and substance  reasonably  satisfactory to Buyer.
Buyer agrees that the Seller Entities will fulfill their  obligations  under the
preceding sentence if they obtain an amendment to the Declaration which provides
that the required  number of parking  spaces for such Property will be satisfied
so long as the aggregate  number of parking  spaces located on (i) such Property
and (ii) the  surrounding  common  areas for which  perpetual  parking  easement
rights have been granted for the benefit of such Property,  is at least equal to
the required  number of parking spaces for such Property under the  Declaration.
The provisions of this paragraph shall survive the Closing.

     10. Transaction  Characterization.  A. It is the intent of the parties that
the conveyance of each of the  Properties to Buyer be an absolute  conveyance in
effect as well as form,  and the  instruments  of  conveyance to be delivered at
Closing are not intended to serve or operate as a mortgage,  equitable mortgage,
deed of trust,  security  agreement,  trust  conveyance  or  financing  or trust
arrangement  of any kind, nor as a preference or fraudulent  conveyance  against
any  creditors of the Seller  Entities.  After the execution and delivery of the
deeds  described  in Section  11.A,  the Seller  Entities  will have no legal or
equitable interest or any other claim or interest in any of the Properties other
than as set forth in the Lease. Furthermore, the parties intend:

     (i) for the  Lease to be a true  lease  and not a  transaction  creating  a


                                       10
<PAGE>
financing lease,  capital lease,  equitable mortgage,  mortgage,  deed of trust,
security interest or other financing arrangement,  and the economic realities of
the Lease are those of a true lease; and

     (ii) for the Lease to constitute a single master lease of all, but not less
than  all,  of the  Properties,  and  to be a  unitary,  unseverable  instrument
pertaining to all, but not less than all, of the Properties and that neither the
Lease nor the  duties,  obligations  or rights of  Seller  may be  allocated  or
otherwise divided by Seller among the Properties.

     Notwithstanding the existence of the Lease, neither party shall contest the
validity,  enforceability or characterization of the sale and purchase of any of
the Properties by Buyer  pursuant to this  Agreement as an absolute  conveyance,
and both parties shall support the intent  expressed herein that the purchase of
all of the  Properties  by Buyer  pursuant  to this  Agreement  provides  for an
absolute conveyance and does not create a joint venture, partnership,  equitable
mortgage, trust, financing device or arrangement, security interest or the like,
if, and to the extent that, any challenge occurs.

     B. This  Agreement  is a contract to extend a financial  accommodation  (as
such term is used in the Code) for the  benefit of the Seller  Entities  and may
not be  assumed  over the  objection  of Buyer in the  event  any of the  Seller
Entities becomes a debtor or debtor in possession in any bankruptcy  proceeding.
The financial  accommodation made through this Agreement is Buyer's  acquisition
of all of the  Properties  for the purpose of leasing all of the  Properties  to
Seller pursuant to a true lease.

     11.  Conditions  of Closing.  The  obligation  of Buyer to  consummate  the
purchase  of the  Properties  pursuant  to  this  Agreement  is  subject  to the
fulfillment or waiver of each of the following conditions:

     A. Title. The Seller Entities shall convey,  or cause to be conveyed,  each
of the  Properties  to Buyer  by a  special  warranty  deed  (collectively,  the
"Deeds"),  free of all  liens,  encumbrances,  restrictions,  encroachments  and
easements,  except the Permitted Exceptions. The Seller Entities shall transfer,
or cause to be  transferred,  legal title to the Personalty to Buyer pursuant to
the Bills of Sale, and such Personalty shall be held by Buyer as contemplated by
the Lease;  provided,  however,  with  respect to the  Subject  Equipment,  such
Subject  Equipment shall be transferred to Buyer as contemplated by the Security
Agreement.  The  Seller  Entities  shall have  caused  the owner of the  Subject
Equipment  to execute  and  deliver  the  Equipment  Transfer  Agreement,  which
agreement shall provide Buyer with certain  certifications  regarding the master
equipment lease agreement  pursuant to which the Subject  Equipment is leased to
Guarantor and the agreement of such owner to transfer legal title to the Subject
Equipment to Buyer upon the occurrence of certain conditions.

     B. Condition of Properties. Buyer shall have inspected and approved each of
the Properties and the Personalty, and each of the Properties and the Personalty
shall be in good condition and repair, of good workmanship and materials,  fully
equipped and operational,  clean, orderly, sanitary, safe, well-lit, landscaped,
decorated,  attractive  and with a  suitable  layout,  physical  plant,  traffic
pattern and location all as determined by Buyer in its sole discretion.

     C. Evidence of Title.  Buyer shall have received a preliminary title report
and irrevocable commitment to insure title by means of an ALTA extended coverage
owner's policy of title insurance (or its equivalent,  in the event such form is
not issued in the jurisdiction where any of the Properties is located) issued by
Title  Company  showing  good and  marketable  fee  title  in one of the  Seller
Entities,  committing  to insure  Buyer's  fee simple  ownership  in each of the
Properties subject only to Permitted Exceptions and containing such endorsements
as Buyer may reasonably require.

     D. Survey; Flood Hazard. Buyer shall have received a current ALTA survey of
each of the Properties, the form and substance of which shall be satisfactory to
Buyer in its sole discretion. The Seller Entities shall have provided Buyer with


                                       11
<PAGE>
evidence  satisfactory  to Buyer that the location of each of the  Properties is
not within the 100-year flood plain or identified as a Special Flood Hazard Area
by the Federal  Emergency  Management  Agency, or if any of the Properties is in
such a Special  Flood Hazard Area,  Seller shall  provide Buyer with evidence of
flood  insurance  maintained  on such  Properties  in  amounts  and on terms and
conditions satisfactory to Buyer.

     E. Environmental. Buyer shall have received the Environmental Policies with
respect to the Properties.

     F. Zoning.  If requested by Buyer,  the Seller Entities shall have provided
Buyer with evidence satisfactory to Buyer to confirm that each of the Properties
is  properly  zoned  for its use as a  Permitted  Facility  and  that  such  use
constitutes a legal, conforming use under applicable zoning requirements.

     G. Utilities.  Buyer shall have received evidence  satisfactory to Buyer in
its sole  discretion that all utilities and roads necessary for the operation of
each of the  Properties  as a  Permitted  Facility  are  available  and that all
necessary consents to the use of such utilities and roads have been obtained.

     H.  Compliance  With  Representations,  Warranties and  Covenants.  (i) All
obligations of the Seller  Entities  under this Agreement  shall have been fully
performed and complied with, and no event shall have occurred or condition shall
exist which would,  upon the Closing Date,  or, upon the giving of notice and/or
passage of time,  constitute  a breach or default by any of the Seller  Entities
hereunder  or under the Lease or any other  agreement  between or among Buyer or
any of the Seller Entities pertaining to the subject matter hereof, and no event
shall have  occurred or  condition  shall exist or  information  shall have been
disclosed by any of the Seller  Entities or discovered by Buyer which has had or
would have a material adverse effect on any of the Properties, any of the Seller
Entities or Buyer's  willingness to consummate the  transaction  contemplated by
this Agreement, as determined by Buyer in its sole and absolute discretion.

     (ii) Buyer shall have received such evidence  satisfactory  to Buyer in its
reasonable  discretion  that the  representations  and warranties of each of the
Seller  Entities under this  Agreement are true,  correct and complete as of the
Closing Date.

     I. Proof of  Insurance.  Seller  shall have  delivered  to Buyer  copies of
insurance  policies,  showing  that all  insurance  required  by the  Lease  and
providing coverage and limits satisfactory to Buyer is in full force and effect.

     J. Opinions of Counsel to Seller and Guarantor.  The Seller  Entities shall
have  caused  Counsel to prepare  and  deliver  opinions  in form and  substance
reasonably satisfactory to Buyer and its counsel.

     K. Guaranty. Guarantor shall have executed and delivered the Guaranty.

     L. License  Agreement.  Buyer and Seller shall have  executed and delivered
the  License  Agreement  and  provided  for the  subordination  of any  liens or
encumbrances  on the  "Marks"  (as  defined  in the  License  Agreement),  which
subordination shall be in form and substance reasonably acceptable to Buyer.

     M.  Guarantor's  Revolving  Line of  Credit.  Buyer and  Lender  shall have
reviewed and approved the revised credit  agreement for  Guarantor's  bank group
revolving line of credit including,  without limitation, the Fourth Amendment to
Credit Agreement by and among Guarantor, Wachovia Bank, N.A., and Fleet National
Bank, successor in interest to Bank Boston (the "Revolver"),  and the Properties
and the Personalty  currently being held as collateral to secure the Revolver by
the Guarantor's bank group shall have been released.

     N. Closing of Loan Agreement. All of the transactions described in the Loan
Agreement shall have closed prior to or  simultaneously  with the Closing of the
transaction described in this Agreement.


                                       12
<PAGE>
     O. Closing  Documents.  On or prior to the Closing  Date,  Buyer and/or the
Seller Entities, as may be appropriate, shall execute and deliver or cause to be
executed and delivered to Title  Company or Buyer,  as may be  appropriate,  all
documents required to be delivered by this Agreement,  and such other documents,
payments,  instruments and certificates, as Buyer may require in form acceptable
to Buyer, including, without limitation, the following:

     (i)  Deeds,  Bills  of Sale  and  Security  Agreement;
     (ii) Lease;
     (iii)  Memorandum;
     (iv)  Guaranty;
     (v) License Agreement;
     (vi) Proof of Insurance;
     (vii)  Opinions  of  Counsel to Seller and  Guarantor;
     (viii) Non-Foreign Seller Certificate;
     (ix) UCC-1  Financing  Statements;  and
     (x) Closing settlement statement prepared by Title Company.

     Upon  fulfillment  or waiver of all of the above  conditions,  Buyer  shall
deposit  funds  necessary to close this  transaction  with the Title Company and
this transaction shall close in accordance with the terms and conditions of this
Agreement.

     12. Default and Remedies. A. Each of the following shall be deemed an event
of default by Seller (each, an "Event of Default"):

     (i) If any  representation  or warranty of any of the Seller  Entities  set
forth in any of the Sale-Leaseback Documents is false in any material respect or
if any of the Seller Entities renders any statement or account which is false in
any material respect;

     (ii) If any of the  Seller  Entities  fails to keep or  perform  any of the
terms or provisions of this Agreement;

     (iii) If any of the  Seller  Entities  is or becomes  insolvent  within the
meaning of the Code,  files or notifies Buyer that it intends to file a petition
under the Code, initiates a proceeding under any similar law or statute relating
to  bankruptcy,  insolvency,  reorganization,  winding up or adjustment of debts
(collectively,  an "Action"), becomes the subject of either a petition under the
Code or an Action which is not dissolved within 90 days after filing,  or is not
generally paying its debts as the same become due;

     (iv) If there is an "Event of Default" under the Lease; or

     (v) If there is an "Event of  Default"  or a breach or  default,  after the
passage  of all  applicable  notice and cure or grace  periods,  under any other
Sale-Leaseback Document or any of the Other Agreements.

     B. In the  event of any  Event of  Default,  Buyer  shall  be  entitled  to
exercise, at its option,  concurrently,  successively or in any combination, all
remedies  available  under the Lease or at law or in equity,  including  without
limitation any one or more of the following:

     (i) To  terminate  this  Agreement by giving  written  notice to the Seller
Entities  in which case  neither  party  shall have any  further  obligation  or
liability,  except such  liabilities  as the Seller  Entities  may have for such
breach or default;

     (ii) To proceed  with the  Closing and direct  Title  Company to apply such
portion of the Purchase Price as Buyer may deem reasonably necessary to cure any
such breach or default;

     (iii) To bring an action for damages against the Seller Entities, which, in
the event Buyer proceeds to close, may include an amount equal to the difference
between  the value of the  Properties  as  conveyed  to Buyer and the value such

                                       13
<PAGE>
Properties  would have had if all  representations  and warranties of the Seller
Entities  were  true  and the  Seller  Entities  had  complied  with  all of its
obligations;

     (iv) To bring an action to require  the  Seller  Entities  specifically  to
perform its obligations hereunder; and/or

     (v) To recover from the Seller  Entities all costs and expenses,  including
attorneys'  fees,  paid or incurred by Buyer in connection  with the transaction
contemplated  by this  Agreement and all costs and expenses  incurred or paid by
Buyer as a result of such breach or default.

     13.  Assignments.  A. Buyer may assign in whole or in part its rights under
this Agreement.  In the event of any unconditional  assignment of Buyer's entire
right and interest hereunder and provided Buyer's assignee shall have assumed in
writing  all of the duties  and  obligations  of Buyer  hereunder,  Buyer  shall
automatically  be  relieved,  from and  after  the date of such  assignment,  of
liability for the performance of any obligation of Buyer contained herein.

     B. None of the Seller Entities shall,  without the prior written consent of
Buyer,  which consent may be withheld in Buyer's sole discretion,  sell, assign,
transfer,  mortgage,  convey, encumber or grant any easements or other rights or
interests  of any kind in any of the  Properties,  any of the  Seller  Entities'
rights  under this  Agreement or any  interest in Seller,  whether  voluntarily,
involuntarily  or  by  operation  of  law  or  otherwise,   including,   without
limitation,  by  merger,   consolidation,   dissolution  or  otherwise,  except,
subsequent to the Closing, as expressly permitted by the Lease.

     14.  Indemnity.  The Seller  Entities  agree to  indemnify,  protect,  hold
harmless and defend  Buyer,  Lender and their  respective  directors,  officers,
shareholders,  employees,  successors,  assigns,  agents, lenders,  contractors,
subcontractors,  experts, licensees,  affiliates,  lessees, mortgagees, trustees
and invitees, as applicable (collectively, the "Indemnified Parties"), for, from
and against any and all losses, costs, claims, liabilities, damages and expenses
(collectively,  "Losses")  (including,  without  limitation,  Buyer's reasonable
attorneys' fees and  consequential  damages but excluding  Losses suffered by an
Indemnified  Party arising out of such  Indemnified  Party's gross negligence or
willful misconduct) arising as the result of an Environmental Condition and/or a
breach  of any of the  representations,  warranties,  covenants,  agreements  or
obligations of the Seller Entities set forth in this Agreement. Without limiting
the  generality  of  the  foregoing,   such  indemnity  shall  include,  without
limitation,  any damages incurred with respect to any engineering,  governmental
inspection  and  reasonable  attorneys'  fees and expenses that the  Indemnified
Parties  may  incur  by  reason  of  any  Environmental   Condition  and/or  any
representation or warranty set forth in Section 8.K being false, or by reason of
any  investigation  or  claim  of  any  Governmental   Authority  in  connection
therewith. The provisions of this Section 14 shall survive the Closing.

     15.  Remainderman.  Notwithstanding  anything  to  the  contrary  contained
herein,  the Seller Entities  acknowledge that Buyer may only obtain title to an
estate for years in each of the  Properties,  and that Buyer may  arrange  for a
remainderman  ("Remainderman") to obtain title to the remainder of the estate of
the  Properties  (the  "Remainder  Interest").  The  Seller  Entities  agree  to
cooperate in such event, which cooperation shall include, without limitation (1)
the  granting  of deeds for the  estate for years in each of the  Properties  to
Buyer and separate deeds for the Remainder  Interest to the Remainderman (or its
designee),  (2) the execution of a tripartite  agreement among Seller, Buyer and
the  Remainderman  relating to, inter alia, the extension terms under the Lease,
(3) delivering appropriate title insurance policies to the Remainderman, and (4)
delivery  of such other  documents  as may be  reasonably  required.  The Seller
Entities acknowledge that Remainderman is an approved assignee of this Agreement
to the extent of the Remainder Interest.


                                       14
<PAGE>
     16. Miscellaneous Provisions.

     A. Notices. All notices, consents,  approvals or other instruments required
or permitted to be given by either party pursuant to this Agreement  shall be in
writing and given by (i) hand delivery, (ii) facsimile,  (iii) express overnight
delivery service or (iv) certified or registered mail, return receipt requested,
and shall be deemed to have been delivered upon (a) receipt,  if hand delivered,
(b)  transmission,  if delivered by  facsimile,  (c) the next  business  day, if
delivered by express overnight  delivery service,  or (d) the third business day
following  the day of  deposit of such  notice  with the  United  States  Postal
Service,  if sent by certified or registered  mail,  return  receipt  requested.
Notices shall be provided to the parties and addresses (or facsimile numbers, as
applicable) specified below:

        If to Seller:                    Hops Grill & Bar, Inc.
                                         2701 North Rocky Point Drive
                                         Suite 300
                                         Tampa, FL  33607
                                         Attention:  Mr. Zack Kollias
                                         Telephone:     (813) 282-9350
                                         Telecopy:      (813) 282-9451

        With a copy to:                  Love, Thornton, Arnold & Thomason, P.A.
                                         Post Office Box 10045
                                         410 East Washington Street (29601)
                                         Greenville, SC  29603
                                         Attention:  Jennings L. Graves, Esq.
                                         Telephone:     (864) 242-6360
                                         Telecopy:      (864) 271-7972

        If to Guarantor:                 Avado Brands, Inc.
                                         Hancock at Washington
                                         Madison, GA  30650
                                         Attention:  Mr. Erich J. Booth
                                         Telephone:     (706) 342-4552
                                         Telecopy:      (706) 342-4057

        With a copy to:                  Love, Thornton, Arnold & Thomason, P.A.
                                         Post Office Box 10045
                                         410 East Washington Street (29601)
                                         Greenville, SC  29603
                                         Attention:  Jennings L. Graves, Esq.
                                         Telephone:     (864) 242-6360
                                         Telecopy:      (864) 271-7972

        If to Buyer:                     Pubs Property, LLC
                                         c/o U.S. Realty Advisors, LLC
                                         1370 Avenue of the Americas
                                         New York, NY 10019
                                         Attention:  Mr. David M. Ledy
                                         Telephone:     (212) 581-4540
                                         Telecopy:      (212) 581-4950

        With a copy to:                  Proskauer Rose LLP
                                         1585 Broadway
                                         New York, NY 10036
                                         Attention:  Kenneth S. Hilton, Esq.
                                         Telephone:     (212) 969-3000
                                         Telecopy:      (212) 969-2900


                                       15
<PAGE>
     B. Risk of Loss.  As  between  Buyer and the  Seller  Entities,  the Seller
Entities shall be responsible for the risk of loss, damage or destruction of any
of the Properties or any part thereof prior to the Closing Date.

     C. Condemnation.  In the event of a taking of all or any part of any of the
Properties  prior to the Closing,  Buyer at its sole option shall have the right
to either (i) receive the  proceeds of any  condemnation  award and,  proceed to
close this  transaction  or (ii)  terminate  this  Agreement with respect to any
Property which is subject to such taking. Buyer and Seller agree to execute such
amendments to this Agreement as may be reasonably  required by Buyer to evidence
any such termination.

     D. Real Estate  Commission.  Buyer and the Seller  Entities  represent  and
warrant to each other that they have dealt with no real  estate  broker,  agent,
finder or other intermediary in connection with the transactions contemplated by
this Agreement,  except SunTrust Equitable Securities whose fee shall be paid by
Buyer.  Buyer and the  Seller  Entities  shall  indemnify  and hold  each  other
harmless  for,  from and  against  any  costs,  claims  or  expenses,  including
attorneys' fees,  arising out of the breach of their respective  representations
and warranties contained within this Section.

     E. Waiver and Amendment.  No provisions of this  Agreement  shall be deemed
waived or amended except by a written instrument unambiguously setting forth the
matter waived or amended and signed by the party against  which  enforcement  of
such waiver or amendment  is sought.  Waiver of any matter shall not be deemed a
waiver of the same or any other matter on any future occasion.

     F. Captions. Captions are used throughout this Agreement for convenience of
reference only and shall not be considered in any manner in the  construction or
interpretation hereof.

     G. Buyer's Liability.  Notwithstanding anything to the contrary provided in
this Agreement, it is specifically understood and agreed, such agreement being a
primary  consideration  for the execution of this  Agreement by Buyer,  that (i)
there  shall be  absolutely  no  personal  liability  on the part of Buyer,  its
successors  or  assigns  and  the  trustees,  members,  partners,  shareholders,
officers,  directors,  employees  and  agents  of Buyer and its  successors  and
assigns,  to  any of the  Seller  Entities  with  respect  to any of the  terms,
covenants  and  conditions  of  this  Agreement  or  the  other   Sale-Leaseback
Documents, as applicable, (ii) the Seller Entities waive all claims, demands and
causes  of  action  against  the  trustees,  members,  partners,   shareholders,
officers, directors, employees and agents of Buyer and its successors or assigns
in the  event  of any  breach  by  Buyer  of any  of the  terms,  covenants  and
conditions  of  this  Agreement  or  the  other  Sale-Leaseback   Documents,  as
applicable,  to be performed by Buyer,  and (iii) the Seller Entities shall look
solely to the  Properties for the  satisfaction  of each and every remedy of the
Seller  Entities  in the  event of any  breach  by  Buyer  of any of the  terms,
covenants  and  conditions  of  this  Agreement  or  the  other   Sale-Leaseback
Documents,  as  applicable,  to be  performed  by Buyer,  or any other matter in
connection with this Agreement, the other Sale-Leaseback Documents or any of the
Properties,  such  exculpation  of  liability  to be  absolute  and  without any
exception whatsoever.

     H.  Severability.   The  provisions  of  this  Agreement  shall  be  deemed
severable.  If any  part of this  Agreement  shall  be held  unenforceable,  the
remainder  shall  remain  in full  force  and  effect,  and  such  unenforceable
provision  shall be reformed by such court so as to give maximum legal effect to
the intention of the parties as expressed therein.

     I.  Construction  Generally.  This is an agreement  between parties who are
experienced in  sophisticated  and complex  matters  similar to the  transaction
contemplated  by this  Agreement and is entered into by both parties in reliance
upon the economic and legal bargains  contained  herein and shall be interpreted
and construed in a fair and impartial  manner  without regard to such factors as
the party which prepared the instrument,  the relative  bargaining powers of the


                                       16
<PAGE>
parties or the domicile of any party. Each of the Seller Entities and Buyer were
represented by legal counsel competent in advising them of their obligations and
liabilities hereunder.

     J.  Other  Documents.  Each of the  parties  agrees to sign such  other and
further documents as may be necessary or reasonably requested by the other party
in order to carry out the intentions expressed in this Agreement.

     K.  Attorneys'  Fees.  In the event of any  judicial  or other  adversarial
proceeding between the parties  concerning this Agreement,  the prevailing party
shall be  entitled  to recover  all of its  attorneys'  fees and other  costs in
addition to any other  relief to which it may be  entitled.  References  in this
Agreement to Buyer's  attorneys'  fees and/or costs shall mean both the fees and
costs of independent  counsel retained by Buyer with respect to this transaction
and the fees and costs of Buyer's  in-house  counsel incurred in connection with
this transaction.

     L. Entire Agreement. This Agreement,  together with any other certificates,
instruments  or  agreements  to be delivered  hereunder,  constitute  the entire
agreement  between the parties with respect to the subject  matter  hereof,  and
there are no other representations,  warranties or agreements,  written or oral,
between the Seller Entities and Buyer with respect to the subject matter of this
Agreement.  Notwithstanding anything in this Agreement to the contrary, upon the
execution and delivery of this Agreement by the Seller  Entities and Buyer,  the
Commitment  shall be deemed null and void and of no further force and effect and
the terms and conditions of this Agreement  shall control  notwithstanding  that
such terms and conditions are inconsistent  with or vary from those set forth in
the Commitment.

     M. Recording.  At the election of Buyer,  this Agreement may be recorded in
the appropriate  governmental  office so as to impart constructive notice of the
terms and provisions hereof.

     N. Forum Selection; Jurisdiction; Venue; Choice of Law. The Seller Entities
acknowledge  that  this  Agreement  was  partially  negotiated  in the  State of
Arizona,  the Agreement  was  delivered by the Seller  Entities and Buyer in the
State of Arizona, all payments under the Lease will be delivered in the State of
Arizona  (unless  otherwise  directed by Buyer or its  successors) and there are
substantial  contacts  between  the parties  and the  transactions  contemplated
herein  and the State of  Arizona.  For  purposes  of any  action or  proceeding
arising out of this Agreement, the parties hereto hereby expressly submit to the
jurisdiction of all federal and state courts located in the State of Arizona and
the Seller Entities consent that they may be served with any process or paper by
registered mail or by personal service within or without the State of Arizona in
accordance with applicable law. Furthermore,  each of the Seller Entities waives
and agrees not to assert in any such action,  suit or proceeding  that it is not
personally subject to the jurisdiction of such courts,  that the action, suit or
proceeding is brought in an inconvenient forum or that venue of the action, suit
or  proceeding  is  improper.  It is the intent of the  parties  hereto that all
provisions of this Agreement  shall be governed by and construed  under the laws
of the State of Arizona.  To the extent that a court of  competent  jurisdiction
finds Arizona law inapplicable with respect to any provisions  hereof,  then, as
to those  provisions  only,  the law of the states in which the  Properties  are
located, as applicable,  shall be deemed to apply. Nothing in this Section shall
limit or restrict the right of Buyer to commence any  proceeding  in the federal
or state courts located in the states in which the  Properties  are located,  as
applicable,  to the extent Buyer deems such proceeding necessary or advisable to
exercise remedies available under this Agreement.

     O.   Counterparts.   This   Agreement  may  be  executed  in  one  or  more
counterparts, each of which shall be deemed an original.

     P. Binding  Effect.  This Agreement  shall be binding upon and inure to the
benefit of the Seller  Entities and Buyer and their  respective  successors  and
permitted assigns, including, without limitation, any United States trustee, any
debtor-in-possession or any trustee appointed from a private panel.


                                       17
<PAGE>
     Q. Survival.  Except for the conditions of Closing set forth in Section 11,
which shall be satisfied or waived as of the Closing Date, all  representations,
warranties,  agreements,  obligations and indemnities of the Seller Entities and
Buyer set forth in this Agreement (including, without limitation, the provisions
of Sections 7, 8 and 14) shall survive the Closing.

     R. Waiver of Jury Trial and Punitive,  Consequential,  Special and Indirect
Damages.  BUYER  AND THE  SELLER  ENTITIES  HEREBY  KNOWINGLY,  VOLUNTARILY  AND
INTENTIONALLY  WAIVE THE RIGHT THEY MAY HAVE TO A TRIAL BY JURY WITH  RESPECT TO
ANY AND ALL ISSUES  PRESENTED IN ANY ACTION,  PROCEEDING,  CLAIM OR COUNTERCLAIM
BROUGHT BY ANY OF THE PARTIES HERETO AGAINST THE OTHERS OR THEIR SUCCESSORS WITH
RESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY
DOCUMENT  CONTEMPLATED  HEREIN OR RELATED  HERETO.  THIS  WAIVER BY THE  PARTIES
HERETO OF ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY HAS BEEN  NEGOTIATED AND IS
AN ESSENTIAL  ASPECT OF THEIR BARGAIN.  FURTHERMORE,  THE SELLER ENTITIES HEREBY
KNOWINGLY,  VOLUNTARILY AND INTENTIONALLY  WAIVE THE RIGHT THEY MAY HAVE TO SEEK
PUNITIVE,  CONSEQUENTIAL,  SPECIAL AND  INDIRECT  DAMAGES  FROM BUYER AND ANY OF
BUYER'S AFFILIATES,  OFFICERS,  DIRECTORS,  MEMBERS OR EMPLOYEES OR ANY OF THEIR
SUCCESSORS  WITH  RESPECT  TO ANY  AND  ALL  ISSUES  PRESENTED  IN  ANY  ACTION,
PROCEEDING,  CLAIM OR COUNTERCLAIM BROUGHT BY ANY OF THE SELLER ENTITIES AGAINST
BUYER OR ANY OF BUYER'S AFFILIATES, OFFICERS, DIRECTORS, MEMBERS OR EMPLOYEES OR
ANY OF  THEIR  SUCCESSORS  WITH  RESPECT  TO  ANY  MATTER  ARISING  OUT OF OR IN
CONNECTION  WITH THIS AGREEMENT OR ANY DOCUMENT  CONTEMPLATED  HEREIN OR RELATED
HERETO.  THE  WAIVER BY THE SELLER  ENTITIES  OF ANY RIGHT THEY MAY HAVE TO SEEK
PUNITIVE, CONSEQUENTIAL, SPECIAL AND INDIRECT DAMAGES HAS BEEN NEGOTIATED BY THE
PARTIES HERETO AND IS AN ESSENTIAL ASPECT OF THEIR BARGAIN.

     S.  Reliance  By Lender.  The Seller  Entities  acknowledge  and agree that
Lender may rely on all of the  representations,  warranties  and  covenants  set
forth in this Agreement,  that Lender is an intended third-party  beneficiary of
such  representations,  warranties  and covenants and that Lender shall have all
rights  and  remedies  available  at law or in equity as a result of a breach of
such  representations,   warranties  and  covenants,  including  to  the  extent
applicable, the right of subrogation.


                                       18
<PAGE>

         IN WITNESS  WHEREOF,  the Seller  Entities  and Buyer have entered into
this Agreement as of the date first above written.

                                        BUYER:

                                        PUBS PROPERTY, LLC,
                                        a Delaware limited liability company

                                        By: Pubs Equity, LLC,
                                        a Delaware limited liability company,
                                        its member


                                        By
                                        ----------------------------------------
                                        Laurie A. Hawkes
                                        Member


                                        SELLER:

                                        HOPS GRILL & BAR, INC.,
                                        a Florida corporation

                                        By
                                        ----------------------------------------
                                        Margaret E. Waldrep
                                        Chief Administrative Officer


                                        GUARANTOR:
                                        AVADO BRANDS, INC.,
                                        a Georgia corporation


                                        By
                                        ----------------------------------------
                                        Margaret E. Waldrep
                                        Chief Administrative Officer




                                       19
<PAGE>
     Exhibits and schedules to this agreement are not filed pursuant to Item
601(b)(2) of SEC Regulation S-K. By the filing of this Form 10-K, the Registrant
hereby  agrees to  furnish  supplementally  a copy of any  ommitted  exhibit  or
schedule to the Commission upon request.



                                       20