AMENDED AND RESTATED
                            ASSET PURCHASE AGREEMENT


     THIS ASSET PURCHASE AGREEMENT, dated as of September 15, 1998, by and among
APPLE SOUTH, INC., a Georgia corporation ("Seller"), WHG REAL ESTATE NORTH, LLC,
a Wisconsin limited liability  company  ("Purchaser") and WISCONSIN  HOSPITALITY
GROUP, LLC, a Wisconsin limited liability company ("Hospitality").

                              W I T N E S S E T H :

         WHEREAS,  Seller  and  Purchaser  are  parties  to that  certain  Asset
Purchase Agreement dated as of July 24, 1998 (the "Original Agreement") pursuant
to which Seller  agreed to sell to  Purchaser  certain  Applebee's  Neighborhood
Grill & Bar  ("Applebee's")  franchise  restaurants  and related  property,  and
Purchaser  agreed to purchase  such assets,  all on the terms and subject to the
conditions set forth in the Original Agreement; and

         WHEREAS,  Hospitality  will  provide  certain  management  services  to
Purchaser after such sale and purchase, and in connection therewith, Hospitality
desires to make certain agreements with Seller as set forth herein; and

         WHEREAS,  the parties  hereto  desire to amend and restate the Original
Agreement in its entirety as set forth herein.

         NOW,  THEREFORE,  in  consideration  of the premises and other good and
valuable   consideration,   the  receipt  and   adequacy  of  which  are  hereby
acknowledged,  and  Rending to be legally  bound,  the parties  hereby  agree as
follows:

                             ARTICLE I - DEFINITIONS

     1.1 Definitions.  For purposes of this Agreement, the following terms shall
have the meanings set forth below.

     "Action" shall mean any action, suit, litigation, complaint,  counterclaim,
claim, petition, mediation contest, or administrative proceeding whether at law,
in equity,  in arbitration or otherwise,  and whether conducted by or before any
Government or other Person.

     "ADIs" shall mean Arbitron Rating Areas of Dominant Influence.

     "ADI Personnel" shall have the meaning set forth in Section 4.4.

     "Assets"  shall mean all of Seller's  rights and interests in, to, or under
the following:

     (i) all tangible  personal  property of any kind located in the Restaurants
or on the Real Property,  including, but not limited to, equipment,  appliances,
machinery, tables, chairs, other furniture, bars, tableware, cookware, utensils,
furnishings, signage, leasehold improvements, fixtures, uniforms, supplies, food
and  beverage  inventory  (including  beer,  liquor,  and wine  inventory),  and
advertising and promotional materials; as set forth in Schedule 1.1(i).

     (ii) $1,500 cash in each Restaurant;

     (iii) all prepaid items relating exclusively to the Business;

     (iv) all assignable Permits;

     (v)  all   assignable   rights  under  egress  or  implied   warranties  of
manufacturers, distributors, or retailers relating, to the Assets;


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     (vi) all of Seller's supplier lists,  demographic,  statistical,  and other
information related exclusively to the Business,

     (vii) the Contracts;

     (viii) the Real Property; and

     (ix) all records and files  related to the Real  Property  such as purchase
agreements,  deeds,  construction  documents,  title reports,  environmental and
engineering reports, appraisals, surveys, etc.

     "Assets" shall not include cash in the  Restaurants in excess of $1,500 per
Restaurant, bank accounts or any other property, tangible or intangible, real or
personal, not described above.

     "Assumed  Liabilities" shall mean (i) all obligations of Seller that accrue
after the Closing  under the terms of the  Contracts,  (ii) all  obligations  of
Seller  under the  Contracts  that accrue prior to the Closing but which are not
due for payment  until  after the  Closing  and which are taken into  account in
computing the Purchase Price pursuant to Section 2.3, (iii) obligations  arising
after the Closing under any Permits  which are assigned to  Purchaser,  (iv) all
Property Taxes and all other  obligations with respect to the Assets that accrue
prior to the Closing  but which are not due for payment  until after the Closing
and which are taken into account in computing  the  Purchase  Price  pursuant to
Section 2.3, (v) all Property  Taxes and all other  obligations  with respect to
the Assets that  accrue  after the  Closing,  (vi) gift  certificates  issued by
Seller prior to Closing,  (vii)  accrued but unvested  vacation of ADI Personnel
assumed  pursuant  to Section  6.3(c),  and (viii)  all  obligations  assumed by
Purchaser  with  respect to Seller's  development  sites  under  Section 4.7 not
otherwise  assumed  hereunder  or covered by an increase in the  purchase  price
pursuant to Section 2.3.  Assumed  Liabilities  shall not include any liability,
obligation  payment,  duty, or  responsibility of any nature except as expressly
described  above  and   specifically   shall  not  include  (i)  liabilities  or
obligations  of  Seller  arising  out  of any  breach  by  Seller  of any of the
Contracts; (ii) except as provided in clauses (ii) or (iv) above, liabilities or
obligations  of Seller  under any of the  Contracts  or with respect to the Real
Property  or other  Assets  that  accrue in any such case prior to the  Closing;
(iii) any  liabilities or obligations of Seller under the Franchise  Agreements;
(iv) any liability of Seller for product  liability,  personal injury,  property
damage, or otherwise based on any tort claim or statutory  liability  (including
but not limited to any "dram shop" liability);  (v) any federal, state, or local
tax liability of Seller except to the extent expressly assumed  hereunder,  (vi)
any contractual claim based on any lease,  contract, or agreement other than the
Contracts;  (vii) any  liability,  obligations  or  responsibility  of Seller to
Seller's  employees,  agents, or independent  contractors with respect to wages,
salaries,  bonuses, or other compensation or benefits earned or accrued prior to
the  Closing  (except  for accrued but  unvested  vacation  assumed  pursuant to
Section 6.3(c)); (viii) any liability or obligation of Seller arising out of the
negotiation,  execution,  or performance of this  Agreement,  including fees and
expenses of attorneys and accountants,  except as otherwise  expressly  provided
herein,  and (ix) any  liability or  obligation  of the Seller which  accrues in
connection with the litigation set forth on Schedule 3.10.

     "Bill  of Sale  and  Assignment  Agreement"  shall  mean an  instrument  in
substantially  the form of Exhibit A hereto pursuant to which the Assets (except
for the Real  Property)  will be  transferred  and  assigned to Purchaser at the
Closing and pursuant to which Purchaser will assume the Assumed Liabilities.

     "Business"  shall mean the business of owning and operating the Restaurants
and developing and opening new Applebee's  Neighborhood  Grill & Bar restaurants
in the Territory,  as conducted  prior to the Closing by Seller  pursuant to the
Franchise Agreements.

     "Closing" shall have the meaning set forth in Section 2.6 hereof.


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     "Closing Date" shall mean the time and date that the Closing occurs.

     "Code"  shall mean the United  States  Internal  Revenue  Code of 1986,  as
emended,  and all  regulations  thereunder.  Any reference  herein to a specific
section or sections  of the Code shall be deemed to include a  reference  to any
corresponding provision of future law.

     "Consents"  shall mean all  consents,  approvals,  and  estoppels of others
which are  required  to be  obtained  in order to effect  the valid  assignment,
transfer,  and  conveyance  to  Purchaser  of  the  Material  Contracts  without
resulting in any default thereunder.

     "Contracts" shall mean all contracts,  agreements,  and leases of equipment
or other personal  property that relate  exclusively to the Business;  provided,
however,  that the Franchise  Agreements are not included  within the meaning of
"Contracts."

     "Deeds"  shall mean special  warranty  deeds or limited  warranty  deeds to
convey  good and  marketable  fee simple  title to the Real  Property,  with the
warranty of title contained  therein  limited to the claims of Persons  claiming
by, through or under Seller, but not otherwise

     "Development Costs" shall mean all of Seller's  out-of-pocket costs paid in
connection with the  development and acquisition of the new restaurant  sites in
the Territory set forth in Schedule 4.7 capitalized in accordance with generally
accepted accounting principles and Seller's historical practices including,  but
not limited to legal fees,  engineering  fees,  surveys,  transfer taxes,  title
policies, and the like; environmental  investigation costs, the cost of permits,
approvals,  variances,  or rezoning;  construction  period  insurance,  and (ii)
Seller's internal costs capitalized in connection with such development  efforts
in accordance with Seller's historic practices.

     "Disclosure   Memorandum"   shall  mean  the  set  of  numbered   schedules
referencing  Sections of this  Agreement  delivered  by Seller and dated of even
date herewith,  as supplemented by new or amended schedules  delivered by Seller
prior to the Closing.

     "DR Holdings Tracts" shall mean the two parcels of real property located at
2221 Stewart Avenue, Wausau, Wisconsin (Restaurant No. 1166) and 4745 Golf Road,
Eau Claire,  Wisconsin ( Restaurant  No. 1160) which are subject to leases,  but
which  Seller  shall  cause to be  conveyed  to  Purchaser  in fee simple at the
Closing.

     "Effective Time" shall have the meaning set forth in Section 2.5 hereof.

     "Employee  Records" shall mean copies of Seller's employee records of those
current employees of Seller who are employed by Hospitality as of the Closing.

     "Environmental Laws" shall mean all federal,  state,  municipal,  and local
laws,  statutes,  ordinances,  rules,  regulations,   conventions,  and  decrees
relating to the environment,  including  without  limitation,  those relating to
emissions,   discharges,   releases,   or  threatened  releases  of  pollutants,
contaminants,  chemicals, or industrial, toxic, or Hazardous Materials or wastes
of every kind and nature  into the  environment  (including  without  limitation
ambient air,  surface  water,  ground  water,  soil and  subsoil),  or otherwise
relating to the manufacture, generation, processing, distribution,  application,
use,  treatment,   storage,  disposal,  transport,  or  handing  of  pollutants,
contaminants,  chemicals,  or  industrial,  toxic,  or hazardous  substances  or
wastes, and any and all laws, rules,  regulations,  codes,  directives,  orders,
decrees, judgments, injunctions, consent agreements,  stipulations,  provisions,
and  conditions  of  Environmental  Permits,  licenses,   injunctions,   consent
agreements,  simulations,  certificates  of  authorization,  and other operating
authorizations, entered, promulgated, or approved thereunder.


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     "Environmental  Permits"  shall mean all permits,  licenses,  certificates,
approvals, authorizations,  regulatory plans or compliance schedules required by
applicable  Environmental Laws, or issued by a Government pursuant to applicable
Environmental  Laws,  or  entered  into by  agreement  of the party to be bound,
relating  to  activities  that  affect  the   environment,   including   without
limitation,   permits,  licenses,   certificates,   approvals,   authorizations,
regulatory plans and compliance  schedules for air emissions,  water discharges,
pesticide  and  herbicide  or  other  agricultural   chemical  storage,  use  or
application,  and Hazardous  Material or Solid Waste  generation,  use, storage,
treatment and disposal.

     "Forum" shall mean my federal,  state, local,  municipal, or foreign court,
governmental   agency,   administrative  body  or  agency,   tribunal;   private
alternative dispute resolution system, or arbitration panel.

     "Financing Commitment" shall have the meaning set forth in Section 6.4.

     "Franchise Agreements" shall mean those development  agreements,  franchise
agreements,   and  other  agreements  between  Seller  and  Franchisor  relating
exclusively to the Territory.

     "Franchisor" shall mean Applebee's International, Inc.

     "Financial Statements" shall have the meaning set forth in Section 3.8.

     "Government"  shall mean any federal  state,  local,  municipal  or foreign
government   or   any   department,    commission,    board,   bureau,   agency,
instrumentality, unit, or taxing authority thereof.

     "Hazardous  Material" shall mean all substances and materials designated as
hazardous  or  toxic  as  of  the  date  hereof   pursuant  to  any   applicable
Environmental Law.

     "HSR Act" shall mean the  Hart-Scott-Rodino  Antitrust  Improvements Act of
1976, as amended.

     "Knowledge  of  Seller"  (or words of like  effect)  when used to qualify a
representation,  warranty, or other statement shall mean the actual knowledge of
Seller's  directors of operations for the Territory and all management of Seller
senior  thereto after due inquiry of the  Restaurant  managers in the Territory;
provided  that Seller shall have no knowledge of any  condition or  circumstance
which would cause Seller to modify its representations and warranties.

     "Material  Contracts"  shall  mean  all  Contracts  that  involve  monetary
obligations  of Seller of more than $12,000 per year and that are not cancelable
by Seller upon thirty days notice or less without penalty or liquidated damages,
a list of which are set forth on Schedule 1.1D.

     "Minor Contracts" shall mean all Contracts that are not Material Contracts.

     "Orders"  shall mean all  applicable  orders,  writs,  judgments,  decrees,
rulings, consent agreements, and awards of or by any Forum or entered by consent
of the party to be bound.

     "Permits"  shall  mean all  rights of Seller  under any  liquor,  alcoholic
beverage, beer and wine licenses,  other licenses of every kind, certificates of
occupancy,  and  permits,  or  approvals of any nature,  from  governmental  and
regulatory   authorities   which  relate   exclusively  to  the  Business,   the
Restaurants, or the Real Property.

     "Permitted  Encumbrances" shall mean, in the case of all Real Property, (i)
such easements,  restrictions,  covenants, and other such encumbrances which are
shown as  exceptions  on the Title  Commitments  and any other  encumbrances  of
record  as of the  effective  date of the  Title  Commitments,  (ii)  ordinances
(municipal  and  zoning),   (iii)  survey  matters,  and  (iv)  such  easements,


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restrictions,  covenants,  and other encumbrances which become matters of public
record after the effective date of the Title Commitments and before the Closing,
in each such case, to the extent that such encumbrances  could not reasonably be
expected to  materially  interfere  with or impair  Purchaser's  use of the Real
Property for Applebee's Neighborhood Grill & Bar Restaurants or that are waived,
or deemed to be waived,  by  Purchaser  pursuant  to Section  7.1(a).  Permitted
Encumbrances  shall  include  in the case of both  Real  Property  and  personal
property  all  liens  for taxes  not yet due and  payable.  Notwithstanding  the
foregoing,  Permitted Encumbrances shall not include (i) any judgments for money
against  Seller  relating to the Real  Property nor (ii) any judgments for money
relating to the Real  Property,  which  becomes  matters of public record or are
known to the Seller prior to the Closing

     "Person" shall include an individual,  a  partnership,  a joint venture,  a
corporation,   a  limited   liability   company,   a  trust,  an  unincorporated
organization, a government, and any other legal entity.

     "Property  Taxes" shall mean all ad valorem,  real  property,  and personal
property  taxes,  all general and special  private and public  assessments,  all
other property taxes, and all similar obligations pertaining to the Assets.

     "Real  Property"  shall mean  those  tracts,  and  parcels of land owned by
Seller on which a  Restaurant  is located  (all of which  tracts and parcels are
described  in  Schedule  1.1C)  and  all  buildings,  fixtures,  signs,  parking
facilities,  and other improvements  located thereon and appurtenances  thereto.
For purposes of this  Agreement,  "Real  Property"  will include the DR Holdings
Tracts.

     "Restaurants"  shall  mean  the  4  Applebee's  Neighborhood  Grill  &  Bar
restaurants operated by Seller at the locations set forth on Schedule 1.1A.

     "Schedules" shall mean the numbered sections of the Disclosure Memorandum.

     "Seller Plans" shall have the meaning set forth on Schedule 3.15.

     "Solid Waste" shall mean any garbage, refuse, sludge from a waste treatment
plant,  water supply treatment  plant, or air pollution  control  facility,  and
other discarded  material,  including  solid,  liquid,  semisolid,  or contained
gaseous material resulting from industrial, commercial, mining, and agricultural
operations, and from community activities.

     "Termination Date" shall mean October 8, 1998.

     "Territory"  shall mean  those  ADIs  consisting  of  Lacrosse-Eau  Claire,
Wisconsin and  Wausau-Rhinelander,  Wisconsin, as more particularly set forth on
Schedule 1.1E.

     "Title Commitments" shall have the meaning set forth in Section 7.1(a).

     "Title  Policies"  shall  mean the  Owner's  Title  Policies  as defined in
Section 7.1(a).

                         ARTICLE II - PURCHASE AND SALE

     2.1 Purchase  and Sale.  Upon the terms and subject to the  conditions  set
forth in this Agreement,  at the Closing Seller shall sell, transfer, and assign
to Purchaser  all of Seller's  right,  title,  and interest in and to the Assets
free and clear of any mortgage, security interest, lien, charge, claim, or other
encumbrance of any nature except the Permitted Encumbrances, and Purchaser shall
purchase the Assets from Seller for the Purchase Price set forth in Section 2.3.

     2.2 Assumption of Liabilities.  As of the Effective  Time,  Purchaser shall
assume  all of the  Assumed  Liabilities.  Except for the  Assumed  Liabilities,
Purchaser  does not  hereby  assume or agree to  assume or pay any  obligations,
liabilities, indebtedness, duties, responsibilities, or commitments of Seller or


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any other Person, of any nature whatsoever,  whether known or unknown,  absolute
or  contingent,  due or to become due.  Seller  covenants  and agrees to pay and
discharge  all  liabilities  and  obligations  of the Seller and/or the Business
which are not specifically assumed by the Purchaser hereunder.

     2.3  Purchase  Price.  The  purchase  price for the Assets  (the  "Purchase
Price") shall be $7,800,000 as adjusted as follows:

     (a) The amount of the purchase price shall be increased by (i) all Property
Taxes  accruing with respect to the Assets after the Closing that have been paid
by Seller prior to Closing;  (ii) all amounts paid by Seller under the Contracts
that pertain to periods  after the  Closing;  (iii) any other  prepaid  expenses
pertaining to the Business (such as telephone  expenses,  advertising  expenses,
utility  charges,  and the  like)  to the  extent  that the  same  will  benefit
Purchaser  after the  Closing;  (iv) an amount  equal to Seller's  cost of those
Assets  consisting of food,  beverage  (including beer,  wine, and liquor),  new
uniforms,  paper,  and supplies  inventory as determined  by the parties'  joint
inventory at the close of business on the day prior to the Closing Date provided
that the cost of such inventory shall not exceed $15,000 per restaurant; and (v)
if the Purchaser elects to acquire the development sites for new restaurants set
forth  in  Schedule  4.7 (the  "Development  Sites"),  the  amount  of  Seller's
Development Costs.

     (b) The amount of the purchase price shall be decreased by (i) all Property
Taxes  accruing with respect to the Assets prior to the Closing that are due and
payable  after the Closing and that have not been paid as of the  Closing,  (ii)
all amounts  payable  under the  Contracts  that  pertain to periods  before the
Closing but are due and payable after the Closing and that have not been paid as
of the Closing, and (iii) the cost of unused vacation accrued but unvested as of
the Closing  Date by ADI  Personnel  hired by  Hospitality  the cost of which is
being assumed by Purchaser pursuant to Section 6.3(c).

     (c) The amount of the purchase  price shall be further  adjusted to reflect
any  expense  paid by one party which the other party has agreed to pay or share
pursuant to Section 10.1 or otherwise pursuant to this Agreement.

     (d) Notwithstanding  the foregoing,  the parties agree that with respect to
Property  Taxes,  such  Property  Taxes  shall be  prorated  between  Seller and
Purchaser  in  accordance  with the  amount of  Property  Taxes due for the same
period in 1997,  as set forth in the taxes  bills  received  by Seller  from the
relevant  governmental  authorities.  The parties agree to make any  adjustments
necessary to ensure that the Property  Taxes have been  allocated in  accordance
with  clauses  (a)(i) and (b)(i)  above as soon as  practicable  upon receipt of
bills received from the relevant government authorities,  for Property Taxes due
with respect to the Assets for 1998.

     The foregoing  adjustments shall be calculated by the parties and set forth
on Exhibit B which  shall be signed by both  parties at  Closing.  The  Purchase
Price  shall  be paid by  Purchaser  on the  Closing  Date by wire  transfer  of
immediately available funds to an account designated by Seller.

     2.4 Deliveries at the Closing.

     (a) At the Closing, Seller shall deliver to Purchaser the following:

     (i) A  certificate  executed  by  Seller,  dated  as of the  Closing  Date,
certifying  in such detail as Purchaser may  reasonably  request that subject to
the matters disclosed in the Disclosure Memorandum, as it may be supplemented by
Seller from time to time, all  representations  and warranties of Seller in this
Agreement  are true in all  material  respects as of the Closing  Date as though
made on and as of the Closing Date and that Seller  shall have  performed in all
respects the covenants of the Seller contained in this Agreement  required to be
performed on or prior to the Closing;

     (ii) A certificate  of the  Secretary or an Assistant  Secretary of Seller,


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dated as of the  Closing  Date,  certifying  in such  detail  as  Purchaser  may
reasonably  request (A) that  attached  thereto is a true and  complete  copy of
resolutions  adopted  by the  Board  of  Directors  of  Seller  authorizing  the
execution,  delivery,  and performance of this  Agreement,  the Bill of Sale and
Assignment Agreement,  and the Deeds, and that all such resolutions are still in
full force and effect and are all the resolutions adopted in connection with the
transactions  contemplated by this  Agreement,  and (B) as to the incumbency and
specimen signature of each officer of Seller executing this Agreement,  the Bill
of Sale and Assignment  Agreement,  the Deeds, and any certificate or instrument
furnished  pursuant hereto,  and a certification by another officer of Seller as
to the incumbency and signature of the officer signing such certificate;

     (iii) The  opinion of  Kilpatrick  Stockton  LLP,  counsel  to  Seller,  in
substantially the form of Exhibit C hereto;

     (iv) The Bill of Sale and Assignment Agreement, duly executed by Seller;

     (v) The Consents;

     (vi)  The  Deeds,  duly  executed  by  Seller  or in the case of the two DR
Holdings Tracts by the owner thereof;

     (vii) Transfer returns for Wisconsin real estate transfers;

     (viii) A non-foreign Status Affidavit duly executed by Seller;

     (ix) An Owner's Affidavit duly executed bar Seller;

     (x) A Gap Affidavit duly executed by Seller;

     (xi) A  Cross-Receipt  acknowledging  receipt  of the  Purchase  Price duly
executed by Seller; and

     (xii) Any other  documents that  Purchaser may reasonably  request at least
three  days  prior  to the  Closing  in  order to  effectuate  the  transactions
contemplated hereby.

     (b) At the Closing Purchaser shall deliver to Seller the following:

     (i) A  certificate  executed by  Purchaser,  dated as of the Closing  Date,
certifying in such detail as Seller may reasonably request to the fulfillment of
the conditions specified in Sections 7.3(a) and (b) hereof,

     (ii) A certificate of the Secretary or an Assistant Secretary of Purchaser,
dated as of the Closing  Date,  certifying  in such detail as Seller may request
(i) that attached thereto is a true and complete copy of resolutions  adopted by
the Board of Directors  of Purchaser  authorizing  the  execution,  delivery and
performance of this Agreement and the Bill of Sale and Assignment Agreement, and
that all such  resolutions  are still in full  force and  effect and are all the
resolutions  adopted in connection  with the  transactions  contemplated by this
Agreement,  and (ii) as to the incumbency and specimen signature of each officer
of  Purchaser  executing  this  Agreement,  and any  certificate  or  instrument
furnished  pursuant  hereto or to be furnished in connection  herewith as of the
Closing  Date,  and a  certification  by another  officer of Purchaser as to the
incumbency and signature of the officer signing such certificate;

     (iii) The funds constituting the Purchase Price;

     (iv) The Bill of Sale and Assignment Agreement, duly executed by Purchaser;

     (v)  The  opinion  of  Godfrey  &  Kahn,   S.C.,   counsel  to   Purchaser,
substantially the form of Exhibit D hereto;

     (vi) A Cross-Receipt  acknowledging  receipt of the Assets duly executed by
Purchaser; and



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     (vii) Any other documents that Seller may reasonably request at least three
days prior to the Closing.

     (c) At the  Closing,  Seller  shall  deliver to  Hospitality  the  Employee
Records,  subject to execution of a release by each affected  employee  allowing
for the disclosure of such files.

     (d) At the Closing, Hospitality shall deliver to Seller:

     (i) A certificate  executed by  Hospitality,  dated as of the Closing Date,
certifying in such detail as Seller may reasonably request to the fulfillment of
the conditions specified in Sections 7.3(a) and (b) hereof; and

     (ii)  A  certificate  of  the  Secretary  or  an  Assistant   Secretary  of
Hospitality,  dated as of the Closing Date,  certifying in such detail as Seller
may request, (a) that attached hereto is a true and complete copy of resolutions
adopted by the Board of  Directors of  Hospitality  authorizing  the  execution,
delivery and  performance of this Agreement,  and that all such  resolutions are
still in full force and affect and are all the resolutions adopted in connection
with  the  transactions  contemplated  by  this  Agreement,  and  (b)  as to the
incumbency and specimen signature of each officer of Hospitality  executing this
Agreement,  and any certificate or instrument furnished pursuant hereto or to be
furnished in connection  herewith as of the Closing Date,  and a certificate  by
another officer of Hospitality as to the incumbency and signature of the officer
signing such certificate.

     2.5  Transfer of  Operations.  Purchaser  shall be  entitled  to  immediate
possession  of, and to exercise all rights  arising  under,  the Assets from and
after the time that the  Restaurants  open for business on the Closing Date, and
operation of the Restaurants shall transfer at such time (the "Effective Time").
Except  as  expressly   provided  in  this  Agreement,   all  profits,   losses,
liabilities,  claims,  or injures  arising  before the  Effective  Time shall be
solely to the  benefit or the risk of  Seller.  All such  occurrences  after the
Effective Time shall be solely to the benefit or the risk of Purchaser. The risk
of loss or damage by fire, storm, flood, theft, or other casualty or cause shall
be in all  respects  upon  Seller  prior  to the  Effective  Time  and  upon the
Purchaser thereafter.

     2.6 Closing.  The closing of the transactions  described in this Article II
(the  "Closing")  shall take place at the offices of Godfrey & Kahn,  S.C.,  780
North Water Street,  Milwaukee,  Wisconsin, at 10:00 a.m. on September 28, 1998,
or on such other date and time as may be  mutually  agreed  upon by the  parties
hereto.

     2.7  Allocation of Purchase  Price.  The Purchase  Price shall be allocated
among  the  various  Assets as set forth on  Exhibit  E hereof.  The  allocation
contained in Exhibit E shall be subject to adjustments  mutually  agreed upon by
Purchaser and Seller at closing to reflect  adjustments  to the Purchase  Price.
Each party  hereby  agrees  that it will not take a  position  on any income tax
return, before any governmental agency charged with the collection of any income
tax, or in any judicial  proceeding that is inconsistent  with the terms of this
Section 2.7.

     2.8 Further Assurances.  From time to time after the Closing at Purchaser's
request and expense, Seller shall execute, acknowledge, and deliver to Purchaser
such other  instruments  of  conveyance  and  transfer and shall take such other
actions  and  execute  and deliver  such other  documents,  certifications,  and
further  assurances as Purchaser may reasonably require to vest more effectively
in  Purchaser,  or to put  Purchaser  more  fully in  possession  of, any of the
Assets,  or to better  enable  Purchaser to complete,  perform and discharge the
Assumed Liabilities. Each party hereto will cooperate with the other and execute
and deliver to the other party hereto such other  instruments  and documents and
take such other actions as may be reasonably  requested from time to time by any
other party hereto as necessary to carry out, evidence, and confirm the intended
purpose of this Agreement.



                                       8
<PAGE>
     2.9  Post-Closing  Adjustments.  As soon as possible after the Closing (but
not later than the first anniversary  thereof),  the parties shall reconcile the
actual  amount of  perorations  that were  estimated  at  Closing as well as the
accrued but unvested  vacation time of Seller's  employees  assumed by Purchaser
hereunder that has actually vested with the estimated  amounts  thereof.  To the
extent that the actual  amounts  differ from the amounts  estimated on Exhibit B
(Adjustment  to Purchase  Price) or prorations or  adjustments  other than those
reflected on Exhibit B are  discovered  after the Closing,  the parties agree to
remit the correct amount of such items to the  appropriate  party within 15 days
after  the same  are  determined.  If  Purchaser  shall  elect  to  acquire  any
Development  Site  after the  Closing,  then  Purchaser  shall pay to Seller the
Development Costs therefor within 15 days after such election.

             ARTICLE III - REPRESENTATIONS AND WARRANTIES OF SELLER

     Subject  to the  limitations  and  exceptions  set forth in the  Disclosure
Memorandum  dated of even date hereof as  supplemented  or amended  from time to
time by Seller  prior to the Closing  Date,  regardless  of whether any Schedule
constituting a part of the  Disclosure  Memorandum is referenced in any specific
provision below, Seller hereby represents and warrants to Purchaser as follows:

     3.1  Organization,   Qualifications  and  Corporate  Power.   Seller  is  a
corporation  duly  incorporated  and organized,  validly  existing,  and in good
standing under the laws of the State of Georgia.  Seller has the corporate power
and authority to execute,  deliver, and perform this Agreement, the Bill of Sale
and  Assignment  Agreement,  the  Deeds,  and all other  agreements,  documents,
certificates,  and other papers  contemplated to be delivered by Seller pursuant
to this Agreement.

     3.2 Authorization.  The execution,  delivery,  and performance by Seller of
this Agreement,  the Bill of Sale and Assignment  Agreement,  the Deeds, and all
other agreements,  documents,  certificates, and other papers contemplated to be
delivered by Seller  pursuant to this Agreement have been duly authorized by the
Board of Directors of Seller.

     3.3  Non-Contravention.  Subject to obtaining the consents to assignment of
the Material  Contracts set forth on Schedule 3.3, the  execution,  delivery and
performance of this Agreement will not violate or result in a breach of any term
of  Seller's  Articles  of  Incorporation  or Bylaws,  result in a breach of any
agreement or other  instrument  to which Seller is a party  (except for defaults
under  Minor  Contacts  where the  consent of the other party or parties to such
contract to the  assignment  thereof will not be obtained) or violate any law or
any  order,  rule,  or  regulation  applicable  to Seller  of any  Forum  having
jurisdiction  over Seller;  and will not result in the creation or imposition of
any lien,  charge,  or  encumbrance  of any  nature  whatsoever  upon any of the
Assets.  Except as set forth on Schedule  3.3 and except for  consents  required
under Minor Contracts, the execution, delivery and performance of this Agreement
and the other documents executed in connection herewith, and the consummation of
the transactions contemplated hereby and thereby do not require any filing with,
notice to or consent,  waiver or approval of any third party,  including but not
limited to, any Forum other than any filing  required  under the HSR Act and the
expiration of any applicable waiting period thereunder.  Schedule 3.3 identifies
separately  each  notice,  consent,  waiver,  or approval by  reference  to each
Material Contract to which it is applicable.

     3.4  Validity.  This  Agreement has been duly executed and delivered by the
Seller and  constitutes  the legal,  valid,  and binding  obligation  of Seller,
enforceable  in  accordance  with its terms.  When the Bill of Sale,  Assignment
Agreement and the Deeds have been executed and delivered in accordance with this
Agreement,  they will  constitute  the legal valid,  and binding  obligation  of
Seller, enforceable in accordance with their terms.

     3.5 Assets.

     (a)  Seller  has good and  valid  title to all of the  Assets  constituting


                                       9
<PAGE>
personal property,  free and clear of any and all mortgages,  pledges,  security
interests,  liens, charges conditional sales agreements,  and other encumbrances
except Permitted Encumbrances.

     (b) The Assets located at each Restaurant  constitute all tangible personal
property  required  on site to operate the  Restaurant  in  accordance  with the
Franchise Agreements and with the historic practices of the Seller.

     (c)  There  are no assets or  property  of any  nature  which are not being
transferred to Purchaser  hereunder that have been  customarily used exclusively
in the  operation  or  ownership  of ache  Restaurants  other than  Permits  and
software licenses that are not assignable.

     (d) Each Asset constituting tangible personal property is in good operating
condition  consistent with its age, subject to normal wear and tear and has been
maintained in accordance with standard practices.

     (e) The  inventory  on hand:  (i) is  sufficient  for the  operation of the
Business in the ordinary  course based on current levels of Operation;  (ii) has
been  purchased in the  ordinary  course of business  consistent  in quality and
quantity with past practices of the Business, and (iii) is substantially useable
and salable.

     3.6 Contracts.

     (a) Each Material Contract is a valid and subsisting agreement, without any
default  of Seller  thereunder,  and to the  knowledge  of Seller,  without  any
default on the part of my other party  thereto.  To the knowledge of Seller,  no
event or occurrence has  transpired  which with the passage of time or giving of
notice or both will constitute a default under any Material Contract. A true and
correct  list of each  Material  Contract and every  amendment  thereto or other
agreement  or document  relating  thereto is set forth as  Schedule  3.6 to this
Agreement. True and correct copies of the Material Contracts (and any amendments
thereto) have been provided to Purchaser.  At the time of Closing,  Seller shall
have made all payments and  performed  all  obligations  due through the Closing
Date under each Contract, except to the extent that any payment due is set forth
on Exhibit B and deducted in calculating  the Purchase Price pursuant to Section
2.3.

     (b) No Contract has been assigned by Seller or any interest granted therein
by  Seller  to  any  third  party,  or  is  subject  to  any  mortgage,  pledge,
hypothecation, security interest, lien, or other encumbrance or claim.

     (c) The Contracts have been entered into in the ordinary course of Seller's
business and, to Seller's knowledge, contain commercially reasonable terms.

     3.7 Real Property.

     (a)  Schedule  3.7(a)  sets forth  with  respect  to each  Restaurant,  its
location, and whether the improvements are owned or leased.

     (b) The  water,  electric,  gas,  and  sewer  utility  services,  and storm
drainage  facilities  currently  available  to each parcel of Real  Property are
adequate for the  operation of the  Restaurants  as presently  operated,  and to
Seller's  knowledge,  there is no condition which will result in the termination
of the present access from each parcel of Real Property to such utility services
and other facilities.

     (c)  Seller,  or the owner of the DR  Holdings  Tracts,  has  obtained  all
authorizations  and  rights-of-way  which are necessary to ensure  vehicular and
pedestrian  ingress and egress to and from the site of each  Restaurant,  all of
which are assignable and shall be assigned to Purchaser at the Closing.

     (d) Neither  Seller nor the holder of the DR Holdings  Tracts has  received
any notice  that any  Government  having the power of  eminent  domain  over any


                                       10
<PAGE>
parcel of Real  Property  has  commenced  or  intends to  exercise  the power of
eminent domain or a similar power with respect to any part of the Real Property.

     (e) The Real Property and the present uses thereof comply with all laws and
regulations  (including  zoning laws and ordinances) of all  Governments  having
jurisdiction over the Real Property and all recorded  covenants or restrictions,
and Seller has  received no notice from any  Government  alleging  that the Real
Property or any improvements  erected or situated thereon, or the uses conducted
thereon  or  therein,   violate  any   regulations  of  any  Government   having
jurisdiction over the Real Property.

     (f) To the knowledge of Seller, no work for municipal improvements has been
commenced  on or in  connection  with any parcel of Real  Property or any street
adjacent thereto and no such  improvements are  contemplated.  No assessment for
public  improvements  has been made  against  the Real  Property  which  remains
unpaid.  No notice from any Government has been served upon the Real Property or
received by Seller,  requiring  or calling  attention  to the need for any work,
repair,  construction,  alteration, or installation on or in connection with the
Real Property which has not been complied with.

     (g) Seller holds all  Environmental  Permits  necessary for  conducting the
Business  and has  conducted,  and is  presently  conducting,  the  Business  in
compliance with all applicable Environmental Laws and Environmental Permits held
by  it,   including,   without   limitation,   all  record  keeping  and  filing
requirements.  To the Seller's  knowledge,  all  Hazardous  Materials  and Solid
Waste,  on, in, or under Real Property  have been properly  removed and disposed
of, and to the Seller's knowledge no past or present disposal, discharge, spill,
or  other  release  of,  or  treatment,  transportation,  or other  handling  of
Hazardous  Materials  or Solid Waste on, in,  under,  or off-site  from any Real
Property will subject the  Purchaser,  or any  subsequent  owner,  occupant,  or
operator of the Real Properly to  corrective  or compliance  action or any other
liability. There are no presently pending, or to Seller's knowledge,  threatened
Actions or Orders  against or involving  Seller  relating to any alleged past or
ongoing  violation  of any  Environmental  Laws or  Environmental  Permits  with
respect to the Real Property, nor to Seller's knowledge is Seller subject to any
liability for any such past or ongoing  violation,  nor is Seller subject to any
liability  for any such past or  ongoing  violation  caused by  Seller.  Matters
referenced  above of which  Seller has  knowledge  are  referenced  on  Schedule
3.7(g).

     3.8  Financial  Statements.  Schedule  3.8  contains  for  each  Restaurant
unaudited statements of operations as of the end of the 1997 fiscal year and for
the three fiscal months prior to the date hereof for which such  statements  are
available  (the  "Financial  Statements").  The Financial  Statements  have been
prepared in accordance with Seller's historical practices and fairly present the
operations  of the  Restaurants  for  the  periods  presented  and  as of  their
respective dates.

     3.9 Taxes.  All Property  Taxes relating to the Assets have been fully paid
for 1997 and ale prior tax years and there are no delinquent  property tax liens
or assessments. Seller has also timely filed (or will timely file) all other tax
returns and reports of whatever kind pertaining to the Assets and required to be
filed by Seller up to the Closing  Date and such  returns  and reports  properly
reflect or will  properly  reflect the tax  liability of the Seller.  Seller has
paid (or will timely pay) all taxes of whatever  kind,  including  any interest,
penalties,  governmental  charges,  duties,  fees,  and  fines  imposed  by  all
governmental  entities or taxing authorities and withholding amounts,  which are
due and payable prior to the Closing Date or for which  assessments  relating to
any period prior to the Closing Date have been received or levied.  There are no
audits, suits, actions claims, investigation,  inquiries, or proceedings pending
or, to Seller's  knowledge,  threatened  against  Seller with  respect to taxes,
interest,  penalties,  governmental charges,  duties, or fines, nor are any such
matters under  discussion with any governmental  authority,  nor have any claims
for additional taxes, interest,  penalties,  charges, fees, fees, or duties been
received by or assessed  against Seller that in any such case affect the Assets.


                                       11
<PAGE>
The Seller has not  requested any extension of time within which to file returns
in respect of any taxes.  No tax  deficiencies  have been  proposed  or assessed
against Seller. For purposes hereof, "tax" or "taxes' means all federal,  state,
county,  local,  foreign  and  other  taxes or  assessments  including,  without
limitation, income, estimated income, business, occupation,  franchise, property
(real and  personal),  sales  employment,  gross  receipts,  use,  transfer,  ad
valorem, profits, license, capital, payroll, employee withholding, unemployment,
excise, goods and services,  severance, stamp and including interest,  penalties
and additions in connection therewith for which the Seller is or may be liable.

     3.10  Litigation.  Except as set forth on Schedule 3.10, there is no Action
or Order pending or, to the knowledge of Seller, threatened against or affecting
Seller that pertains to the Restaurants or Business, or any of the Assets before
any court or by or before  any Forum.  The  Seller is not  subject to any order,
writ,  judgment,   injunction  or  decree  of  any  governmental   authority  or
instrumentality or any court which would limit or restrict the Seller's right to
enter into and carry out this  Agreement or the  documents or  agreements  to be
entered  into  in  connection   herewith  or  to  consummate  the   transactions
contemplated  hereby or which would otherwise  adversely  affect the Business or
the Assets.

     3.11  Permits.  Seller has all  Permits  as are  necessary  to operate  the
Restaurants and such Permits as set forth on Schedule 3.11 are and will be as of
the Closing current and effective. Seller has fulfilled and performed all of its
obligations with respect to such Permits,  and to the knowledge of the Seller no
event has occurred which allows, nor after notice or lapse of time or both would
allow, revocation or termination thereof or would result in any other impairment
of the rights of the holder of any such Permits.

     3.12  Compliance  with Health and Safety Laws.  To the knowledge of Seller,
Seller  is in  compliance  with all  laws,  governmental  standards,  rules  and
regulations  applicable  to Seller or to any of the  Assets  including,  but not
limited  to,  the  Americans  with  Disabilities  Act and  similar  state  laws,
occupational health and safety laws, and environmental laws.

     3.13  Employment  Contracts,  Etc.  Seller  is not a party  to any  written
employment agreements, related to the employees at the Restaurants, (or any oral
agreements  providing for  employment  other than  employment  "at will") or any
deferred compensation agreements.

     3.14  Labor  Matters.  Seller  is not and  never  has  been a party  to any
collective  bargaining or other labor agreement  affecting the Business.  To the
knowledge of Seller,  there is no pending or threatened  labor dispute,  strike,
work  stoppage,  union  representation,   election,  negotiation  of  collective
bargaining agreement, or similar labor matter affecting the Business.  Seller is
not  involved  in  any  controversy  with  any  group  of its  employees  or any
organization  representing  any employees  involved in the Business,  and to the
knowledge of Seller,  Seller is in compliance  with all  applicable  federal and
state  laws  and  regulations  concede,  the   employer/employee   relationship,
including but not limited to wage/hour  laws, laws  prohibiting  discrimination,
and labor laws.  Seller is in compliance with all of its agreements  relating to
the  employment  of its  employees,  including,  without  limitation,  provision
thereof  relating  to wages,  bonuses,  hours of work and the  payment of Social
Security  taxes,  and Seller is not liable for any  unpaid  wages,  bonuses,  or
commissions or any tax, penalty, assessment, or forfeiture for failure to comply
with any of the foregoing.

     3.15 Employee Benefits.

     (a)  Schedule  3.15  hereto  contains a true and  complete  list of all the
following  agreements or plans of Seller which are presently in effect and which
pertain to any of the ADI Personnel:

     (i) "employee  welfare benefit plans" and "employee pension benefit plans,"
as defined in Section 3(1) and 3(2),  respectively,  of the Employee  Retirement


                                       12
<PAGE>
Income Security Act of 1914, as amended ("ERISA");

     (ii) any other pension, profit sharing, retirement,  deferred compensation,
stock purchase, stock option incentive, bonus, vacation, severance,  disability,
health,  hospitalization,  medical, life insurance, vision, dental, prescription
drug,  supplemental  unemployment,   layoff,   automobile,   apprenticeship  and
training, day care, scholarship, group legal benefits, fringe benefits, or other
employee  benefit plan,  program,  policy,  or  arrangement,  whether written or
unwritten,  formal or informal which Seller maintains or to which Seller has any
outstanding,  present or future  obligation  to  contribute  to or make payments
under,  whether  voluntary,  contingent,  or  otherwise  (the  plans,  programs,
policies,  or  arrangements   described  in  clauses  (i)  or  (ii)  are  herein
collectively referred to as the "Seller Plans").

     (b) Seller does not presently  contribute and has never contributed or been
obligated to contribute to a multiemployer  plan as defined in section  3(37)(A)
of ERISA.

     (c) No Seller Plan is subject to Title IV of ERISA.

     3.16 Accuracy of Schedules,  Certificates  and Documents.  All  information
concerning Seller contained in this Agreement or in any certificate furnished to
Purchaser pursuant to this Agreement or in the Disclosure  Memorandum is or will
be when furnished both complete and accurate in all material  respects,  and all
documents  furnished to Purchaser pursuant to this Agreement which are documents
described in this Agreement or in the Disclosure Memorandum are true and correct
copies of the documents which they purport to represent.

     3.17  Conduct of  Business.  Since the end of fiscal year 1997,  Seller has
conducted the operations of the Business in the ordinary  course of business and
substantially  in accordance  with past  practice,  and has not taken any action
that, if taken after the date hereof, would violate Section 4.5.

     3.18  Insurance.  The  Seller  maintains  policies  of fire  and  casualty,
liability  and other forms of insurances  and bonds in such  amounts,  with such
deductibles,  and  against  such  risks  and  losses as are  reasonable  for the
Business and the Assets.  Each such  insurance  policy and bond is in full force
and effect and Seller has not received  notice and is not otherwise aware of any
cancellation or threat of cancellation of such insurance or bond.

     3.19  Undisclosed  Commitments or Liabilities.  There are no commitments or
liabilities or obligations relating to the Business,  whether accrued, absolute,
contingent or otherwise  including,  but not limited to, guarantees by Seller of
the liabilities of third parties for which specific and adequate provisions have
not been made on the  Financial  Statements,  except  those  incurred in or as a
result of the  ordinary  course of  business  since the end of fiscal  year 1997
(none of which  ordinary  course  obligations  have had or will have a  material
adverse effect on the Assets or the Business).

                        ARTICLE IV - COVENANTS OF SELLER

     4.1  Performance  of Real  Property  Leases and Assumed  Contracts.  Seller
shall,  through the Closing Date,  continue to faithfully and diligently perform
each and every  continuing  obligation  of  Seller,  if any,  under  each of the
Material  Contracts,  where the  failure to do so would have a material  adverse
affect on the operations of a Restaurant.

     4.2  Transfer  of  Licenses  and  Permits.  Seller  shall use  commercially
reasonable  efforts to  cooperate in assisting  Purchaser  with the  assumption,
transfer, or reissuance of any and all Permits required for the operation of the
Restaurants,   including  without  limitation  making  available  ADI  Personnel
required therefor.

     4.3 Liabilities of Seller.  All liabilities of Seller related to the Assets
which are not Assumed  Liabilities  will be promptly paid by Seller as they come
due.


                                       13
<PAGE>
     4.4 Agreements Respecting Employees of Seller.

     (a) Prior to the  Effective  Time  without  the prior  written  approval of
Purchaser and  Hospitality,  Seller shall not transfer or reassign to operations
outside the  Business  any  employee  exclusively  involved in the  operation or
supervision of the Restaurants  ("ADI  Personnel") At the Effective Time, Seller
shall  terminate  the  employment of all ADI  Personnel.  For a period of twelve
months  following  the  Closing,  Seller  shall not hire any  person  who was an
employee of Purchaser or  Hospitality  within the previous  three months.  For a
period of eighteen  months  following the Closing,  Seller shall not solicit for
employment any person who is an employee of Purchaser or Hospitality.

     (b) Seller shall be solely  responsible  for any  severance  amounts due or
granted by Seller to any ADI Personnel.

     (c) Seller,  Purchaser and Hospitality shall cooperate in the transition of
coverage of ADI Personnel  from Seller's  health,  medical,  life  insurance and
other welfare plans to plans maintained by Hospitality.

     4.5 Conduct of Business.

     (a) From the date  hereof  until  Closing,  Seller  shall (i)  operate  the
Restaurants as they are currently  being operated and in the ordinary  course of
business  and in  compliance  with all terms  and  conditions  of the  Franchise
Agreements,  using  commercially  reasonable  efforts in keeping  with  Seller's
historical  practices to preserve and maintain the services of its employees and
its  relationships  with suppliers and  customers,  (ii) pay all bills and debts
incurred by it related to the  Business  promptly as their become due, and (iii)
consult in advance with Purchaser on all decisions  outside the ordinary  course
of business relating to the Assets or the Restaurants.

     (b) In particular,  and without limiting the foregoing, with respect to the
Business, Seller shall:

     (i)  maintain  the  Assets  consistent  with  past  practices  and in  good
operating condition consistent with their age;

     (ii) continue to purchase and maintain  inventories  for each Restaurant in
such  quantities  and  quality  as  necessary  to  operate  the  Restaurants  in
accordance with Seller's historical practice,

     (iii) continue to operate the  Restaurants in accordance  with all material
applicable local, state and federal laws and regulations, and

     (c) Further, with respect to the Restaurants, Seller shall not, without the
express prior written approval of Purchaser:

     (i) change in any material manner the ownership of the Assets;  or directly
or  indirectly,  solicit or entertain any offer from or negotiate with or in any
manner  engage,  discuss,  accept or consider any proposal from any other person
relating to the acquisition of the Assets;

     (ii) increase the rate of  compensation  to ADI Personnel  beyond the usual
and customary annual merit increases or bonuses under  established  compensation
plans,  except for payments under the stay-bonus  plan which will be paid within
six weeks after the end of the month in which the Closing occurs;

     (iii)  mortgage,  pledge,  or subject to lien  (except in  connection  with
development  efforts pursuant to Section 4.7 in the ordinary course of business)
any of the Assets;

     (iv) sell or otherwise  dispose of any Asset except in the ordinary  course
of business,

     (v) enter  into any  Material  Contract  except in the  ordinary  course of
business;



                                       14
<PAGE>
     (vi) other than in the ordinary course of business,  cancel or terminate or
consent to or accept any  cancellation or termination of any Material  Contract,
amend or otherwise  modify any of its material  terms or waive any breach of any
of its material  terms or provisions or take any over action in correction  with
any Material  Contract that would  materially  impair the interests or rights of
Seller to be transferred to Purchaser hereunder.

     (vii)  Cancel or  terminate  or permit to be  canceled  or  terminated  its
current  insurance  (or  reinsurance)  policies  or permit  any of the  coverage
thereunder to lapse, unless  simultaneously with such termination,  cancellation
or lapse,  replacement  policies providing coverage equal to or greater than the
coverage under the canceled,  terminated,  or lapsed  policies are in full force
and effect.

     4.6 Access to Information.  Seller shall afford  Purchaser and Hospitality,
its counsel, financial advisors,  auditors,  lenders, lenders, counsel and other
authorized  representatives  reasonable  access for any purpose  consistent with
this  Agreement from the date hereof until the Closing,  during normal  business
hours, to the offices, properties,  books, and records of Seller with respect to
the Assets and the  Restaurants  and shall furnish to Purchaser and  Hospitality
such additional financial and operating data and other information as Seller may
possess and as Purchaser  or  Hospitality  may  reasonably  request,  subject to
Purchaser's and Hospitality's  obligations regarding the confidentiality of such
information  as set forth in Section 6.2 hereof;  provided,  however,  that such
access shall be arranged in advance by Purchaser or Hospitality  with Seller and
will be  scheduled  in a manner  and with a  frequency  calculated  to cause the
minimum disruption of the business of Seller.

     4.7 Development Efforts.  Seller shall use commercially  reasonable efforts
to  maintain  the  current  results  of  its  development   activities  for  the
Development  Sites set forth on Schedule 4.7 for the benefit of Purchaser  until
Purchaser's election pursuant to Section 6.5 hereto.

     4.8 Reporting Requirements.  Through the Closing Date, Seller shall furnish
to Purchaser:

     (a) Promptly after the occurrence,  or failure to occur, of any such event,
information  with respect to any event which has materially  adversely  affected
the Assets or the operations of the Restaurants.

     (b) As soon as available and in any event within 15 business days after the
end of each fiscal month,  the statement of  operations of each  Restaurant  for
such month in the Seller's regularly prepared format.

     (c) Promptly  after the  commencement  of each such  matter,  notice of all
actions,  charges,  orders or other  directives  affecting  the  Business or any
Restaurant that, if adversely determined,  could materially adversely affect the
Assets, operations, business, prospects or condition (financial or otherwise) of
the Restaurants or the ability of Seller to perform its obligations hereunder.

     (d)  Such  other  information  respecting  the  Assets  or the  operations,
business prospects,  or condition (financial or otherwise) of the Restaurants as
the Purchaser may from time to time reasonably request.

     (e) Promptly after discovery,  information in respect of any representation
or  warranty  made by  Seller in this  Agreement  which  was when  made,  or has
subsequently  become,  untrue.  4.9 Cooperation.  Insofar as such conditions are
within  its  reasonable  control  or  influence,  Seller  will use  commercially
reasonable  efforts  to cause  the  conditions  set forth in  Article  VII to be
satisfied  and to  facilitate  and cause the  consummation  of the  transactions
contemplated hereby,  including obtaining the Consents.  The parties acknowledge
that no consents  will be sought with respect to any Minor  Contract even if the
failure  to so obtain a  consent  to  assignment  may  result  in a  default  or
termination thereunder.



                                       15
<PAGE>
     4.10 Subsequent  Contracts.  From the date of this Agreement to the Closing
Date,  Seller shall use  commercially  reasonable  efforts (a) to include in any
Material Contracts entered into by Seller  ("Subsequent  Contracts") a provision
permitting  the  assignment  of any such  Subsequent  Contract to Purchaser  and
provide that upon such  assignment,  Purchaser  shall succeed to all of Seller's
rights, title, and interests thereunder subject to the Purchaser's assumption of
all of Seller's duties,  powers, and obligations under such Subsequent Contract,
and (b) to ensure that no Subsequent Contract contains any provision which would
limit in any way the rights, title, and interests of Seller in the Assets.

     4.11 Transition Services.

     (a) For a period of three months  after the  Closing,  if and to the extent
requested in writing by Purchaser,  Seller agrees to provide to Purchaser and/or
Hospitality  restaurant  accounting,  POS  system  support,  and other  services
related to the  Restaurants as mutually agreed upon between Seller and Purchaser
(the "Services").  Purchaser shall give Seller 45 days advance written notice of
the Services requested. The Services shall be provided promptly as requested and
shall be provided in the same manner and with the same or similar  personnel  as
Seller previously utilized.

     (b)  Purchaser  or  Hospitality  will  pay  for  the  Services  which  they
respectively  receive on a monthly  basis,  after  receipt  of an  invoice  from
Seller,  at Seller's direct personnel cost incurred in connection with providing
the  requested  Service,  plus an amount  of  reasonable  overhead  agreed to in
advance not to exceed 85% of the base  salaries of the  personnel  providing the
Services.  Seller's  invoice shall detail the personnel used, the amount of time
spent,  and its  calculation  of the cost thereof.  Direct  personnel cost shall
include only base salary and benefits  normally paid to Seller employees in such
capacities.

     (c) Seller is not  required  to maintain  the  employment  of any  specific
personnel in connection with providing the Services,  provided, however, that if
requested  by  Purchaser  or  Hospitality,  Seller  shall offer to  specifically
designated  personnel a bonus  incentive to retrain for the three month  period.
The amount of such bonus shall be at the discretion of Purchaser. Such bonus, if
accepted  by the  employee,  shall  be  paid  by  Purchaser  at  the  end of the
three-month period, or for such shorter period as Purchaser may determine.

     4.12 Delivery of Real Estate Documents.  (a) Seller has previously provided
to Purchaser legal  descriptions of the Real Property and copies of all surveys,
title policies,  and  environmental  reports  pertaining to the Real Property in
Seller's  possession.  (b) Seller has previously  provided to Purchaser  current
surveys  and title  insurance  commitments  with  respect  to the Real  Property
("Title Commitments") pursuant to which the Title Company will agree to issue at
Closing owner's policies of title insurance ("Title  Policies") on American Land
Title Association  standard Form B-1990,  without  exceptions except as shown in
the Title  Commitments,  to be issued by Chicago Title Insurance Company ("Title
Company") in an amount in the case of each parcel  equal to the  purchase  price
allocated to such parcel of the Real Property pursuant to Section 2.7. The Title
Policies shall insure the Purchaser that, upon  consummation of the purchase and
sale  herein  contemplated,  Purchaser  will be vested  with good,  fee  simple,
marketable,  and  insurable  title to the  Real  Property,  subject  only to the
Permitted Encumbrances or arising out of acts of the insured.

     4.13 Risk of Loss.  Seller shall give Purchaser notice of the occurrence of
damage  or  destruction  of or  the  commencement  of  condemnation  proceedings
affecting the Real Property. If any portion of the Real Property is condemned or
is  damaged  or  destroyed  by fire or  other  casualty  prior  to the  Closing,
Purchaser  shall have the option to (i) eliminate  that tract from the Agreement
and  receive a deduction  in the  purchase  price  based on that  portion of the
purchase price  allocated to such tract,  or (ii) proceed to Closing and receive
the  insurance  or  condemnation  proceeds  associated  therewith.   Purchaser's
election shall be made within 20 days following receipt of Seller's notice.



                                       16
<PAGE>
             ARTICLE V - REPRESENTATIONS AND WARRANTIES OF PURCHASER

     Purchaser  and  Hospitality  hereby  represents  and warrants to Sellers as
follows:

     5.1  Organization,  Corporate Power,  Authorization.  Each of Purchaser and
Hospitality is a limited liability company duly organized,  validly existing and
in good  standing  under the laws of the State of  Wisconsin  and in each  other
jurisdiction  in which it is lawfully  required to qualify to conduct  business.
Each of Purchaser  and  Hospitality  has the  corporate  power and  authority to
execute  and  deliver  this  Agreement  and  the  Bill of  Sale  and  Assignment
Agreement, and to consummate the transactions contemplated hereby. All corporate
action on the part of Purchaser and Hospitality necessary for the authorization,
execution,  and delivery of this  Agreement and the Bill of Sale and  Assignment
Agreement,  and performance of their respective obligations thereunder have been
duly taken.

     5.2 Non-Contravention. The execution and delivery of this Agreement and the
Bill of Sale and  Assignment  Agreement by Purchaser and  Hospitality do not and
the consummation by Purchaser and Hospitality of the  transactions  contemplated
hereby and thereby will not violate any provision of their  respective  articles
of organization or operating agreement.

     5.3  Validity.  This  Agreement  has been duly  executed  and  delivered by
Purchaser  and  Hospitality,  and  constitutes  the legal,  valid,  and  binding
obligation  of Purchaser  and  Hospitality,  enforceable  against  Purchaser and
Hospitality in accordance with its terms,  subject to general equity  principles
and  to  applicable  bankruptcy,  insolvency,  reorganization,  moratorium,  and
similar laws from time to time in effect affecting the enforcement of creditors'
rights.  When the Bill of Sale and  Assignment  Agreement  has been executed and
delivered in  accordance  with this  Agreement,  it will  constitute  the legal,
valid, and binding  obligation of Purchaser,  enforceable in accordance with its
terms,  subject to  general  equity  principles  and to  applicable  bankruptcy,
insolvency,  reorganization,  moratorium,  and similar laws from time to time in
effect affecting the enforcement of creditors' rights.

     5.4 Litigation Relating to the Agreement. Neither Purchaser nor Hospitality
is a party to, or  subject  to any  judgment,  decree,  or order  entered in any
lawsuit or proceeding  brought by any governmental  agency or instrumentality or
other  party  seeking  to  prevent  the  execution  of  this  Agreement  or  the
consummation of the transactions contemplated hereby.

                       ARTICLE VI - COVENANTS OF PURCHASER

     6.1 Purchaser Performance. After the Closing Date, Purchaser shall promptly
pay as they become due and otherwise perform all obligations of Seller under the
Assumed Liabilities and otherwise perform and fulfill all other obligations with
respect to the Assets pertaining to the period after the Closing Date.

     6.2 Confidentiality.  In connection with the negotiation of this Agreement,
Seller may disclose  Confidential  Information,  as defined below,  to Purchaser
and/or  Hospitality.  Purchaser and Hospitality  agrees that if the transactions
contemplated herein are not consummated,  each of Purchaser and Hospitality will
return to Seller all documents and other  written  information  furnished to it.
Purchaser and Hospitality  further agree to maintain the  confidentiality of any
and all  Confidential  Information  of Seller and not disclose any  Confidential
Information  to  any  Person  other  than  such  Person  to  whom   Confidential
Information  must be disclosed to effect the  transactions  and who are bound by
appropriate  non-disclosure agreement or obligations.  Purchaser and Hospitality
shall not use such Confidential  Information for financial gain or in any manner
adverse  to  Seller.  The  foregoing  obligations  shall  not  apply  to (i) any
information  which was known by Purchaser or Hospitality prior to its disclosure
by Seller;  (ii) any  information  which was in the public  domain  prior to the
disclosure  thereof;  (iii) any  information  which comes into the public domain
through no fault of  Purchaser or  Hospitality;  (iv) any  information  which is


                                       17
<PAGE>
disclosed to Purchaser or Hospitality by a third party, other than an affiliate,
having the legal right to make such disclosure; or (iv) any information which is
required to be  disclosed by Order of any Forum.  For purposes of this  Section,
"Confidential Information" shall mean any and all technical, business, and other
information which is (a) possessed or hereafter acquired by Seller and disclosed
to Purchaser or Hospitality and (b) derives economic value, actual or potential,
from not being generally known to Persons other than Seller, including,  without
limitation,  technical or nontechnical  data,  compositions,  devices,  methods,
techniques,  drawings,  inventions,  processes, financial data, financial plans,
product plans, lists of actual or potential customers or suppliers,  information
regarding  the business  plans and  operations  of Seller,  and the existence of
discussions  and  negotiations  between the parties hereto relating to the terms
hereof.  The restrictions of this Section shall expire three years from the date
hereof  with  respect to any  confidential  business  information  that does not
constitute a trade secret under applicable law.  Purchaser and Hospitality agree
to execute a confidentiality  agreement with respect to all information received
in connection with due diligence.

     6.3 Seller Employees.

     (a) Hospitality  shall offer employment to all ADI Personnel upon terms and
conditions  substantially  equivalent  to those  provided  by  Seller;  however,
Hospitality shall not be required to provide stock options or any stock purchase
rights.  For a period of twelve months following the Closing,  neither Purchaser
nor  Hospitality  shall  hire any person  who was an  employee  of Seller or any
subsidiary  of  Seller  within  the  previous   three  months  (other  than  ADI
Personnel),  and for a period of eighteen months following the Closing,  neither
Purchaser  nor  Hospitality  shall solicit for  employment  any person who is an
employee of Seller or any subsidiary of Seller.

     (b) Hospitality shall maintain employee records  transferred to Hospitality
hereunder  for a period of not less than four years and during  that period will
afford Seller  reasonable  access to such records  during  Hospitality's  normal
business hours.  Hospitality shall maintain the  confidentiality of such records
and limit access thereto in a manner consistent with Hospitality's  treatment of
its employee records.

     (c) Hospitality agrees, with respect to ADI Personnel hired by Hospitality,
to  provide  compensation  and  benefits  to such  ADI  Personnel  substantially
equivalent to current  levels,  excluding  stock options and the stock  purchase
program,  and  agrees  (i) to give such  employees  credit  under  Hospitality's
benefits  plans,  programs,  and  arrangements,  include  credit for accrued but
unvested  vacation  which has been charged to Seller under Section 2.3, for such
employees'  period of service with Seller,  provided that such credit shall only
be taken into account under any tax-qualified plan maintained by Hospitality for
purposes of  determining  such  employees'  eligibility  for  participation  and
eligibility  to satisfy any hours of service  requirement in order to receive an
allocation  of an  employer  contribution;  (ii)  to  provide  coverage  to such
employees who are eligible under Hospitality's health,  medical, life insurance,
and other welfare  plans (A) without the need to undergo a physical  examination
or otherwise provide evidence of insurability; (B) any pre-existing condition or
similar  limitations  or  exclusions  will be applied by taking into account the
period of coverage  under  Seller's  plan; (C) by applying and giving credit for
amounts paid for the plan year in which the Closing Date occurs as  deductibles,
out of pocket  expenses,  and  similar  amounts  paid by  individuals  and their
beneficiaries.

     6.4  Cooperation.  Insofar as such  conditions  are  within its  reasonable
control or influence,  each of Purchaser and Hospitality  shall use commercially
reasonable  efforts  to cause  the  conditions  set forth in  Article  VII to be
satisfied  and to  facilitate  and cause the  consummation  of the  transactions
contemplated hereby.  Specifically,  but not by way of limitation, (i) Purchaser
will use  commercially  reasonable  efforts  to obtain a  commitment  letter for
financing the transactions contemplated hereby (the "Financing Commitment") upon
terms and conditions substantially similar to the financing provided to WHG Real


                                       18
<PAGE>
Estate South, LLC ("South") and WHG Real Estate East, LLC ("East"),  Purchaser's
affiliates, in connection with the consummation of the transactions contemplated
under those  respective  certain Asset Purchase  Agreements  dated as of May 11,
1998,  as  amended,  by and among  Seller,  Hospitality  and  South or East,  as
applicable (the  "Affiliate  Agreements"),  (ii) Purchaser and Hospitality  will
promptly  provide  Franchisor  with all  information  required by  Franchisor to
determine  whether  Hospitality  will be approved as a developer with respect to
the  Territory  and whether  Purchaser  will be approved  as a  franchisee  with
respect to the Territory,  (iii) Purchaser and Hospitality  will actively pursue
an  agreement  with  Franchisor  as to the  principal  terms  of  franchise  and
development  agreements  with respect to the Territory,  and (iv) Purchaser will
file all documents required to obtain approval of the transactions  contemplated
hereby under the HSR Act within 15 days of the date hereof.

     6.5  Development  Sites.  Purchaser  shall  notify  Seller  no  later  than
September  7, 1998 of its  election  (if any) to acquire  any of the  results of
Seller's development  activities for the development Sites set forth on Schedule
4.7, and Purchaser's failure to provide such notice to Seller by such date shall
constitute a waiver by Seller of any rights to acquire any Development Sites.

                ARTICLE VII - CONDITIONS PRECEDENT TO THE CLOSING

     7.1 Title Examination and Property Inspection.

     (a)  Purchaser  shall  have  until  August  31,  1998 (the "The  Inspection
Period") to review the Title Commitments.  Purchaser shall have until the end of
the Title  Inspection  Period in which to furnish Seller a written  statement of
reasonable  objections to  exceptions,  including any  encumbrances  or Surveys,
which, in Purchaser  reasonable  judgment,  would  materially  interfere with or
impair  Purchaser's  use of the Real  Property for the  operation of  Applebee's
restaurants  or which  would  result in a material  decrease in the value of the
Real Property ("Material  Objections").  Seller shall have until the Termination
Date to satisfy such  Material  Objections  (but with no obligation to do so) in
all material respects, and if Seller fails to satisfy all Material Objections in
all material respects on or prior to the Termination Date, then Purchaser's sole
right and remedy shall be to either (i) waive the objections and elect to close,
or (ii) terminate this Agreement by giving written notice of such termination to
Seller.  If Purchaser  fails to furnish  Seller a written  statement of Material
Objections by the end of the Title Inspection  Period with respect to any matter
appearing  as an exception  on a Title  Commitment,  such matter shall be deemed
waived by Purchaser and shall be a Permitted Encumbrance.

     (b) Property Inspection.

     (A) Between the date of this Agreement and the Closing Date,  Purchaser and
Purchaser's agents, employees, contractors,  representatives and other designees
(hereinafter  collectively called "Purchaser's  Designees") shall have the right
to enter the Real  Property for the purposes of  inspecting  the Real  Property,
conducting soil tests, conducting surveys, mechanical and structural engineering
studies,   environmental  studies,  and  conducting  any  other  investigations,
examinations,  tests,  and  inspections as Purchaser may  reasonably  require to
assess  the  condition  of the  Real  Property  and its  compliance  with  laws;
provided,  however,  that  (i) any  activities  by or on  behalf  of  Purchaser,
including,  without limitation,  the entry by Purchaser or Purchaser's Designees
onto the Real  Property,  or the other  activities  of Purchaser or  Purchaser's
Designees  with respect to the Real Property  (hereinafter  called  "Purchaser's
Activities")  shall  not  damage  the  Real  Property  in  any  material  manner
whatsoever;  (ii) in the event the Real  Property is altered or disturbed in any
manner  in  connection   with  any  Purchaser's   Activities,   Purchaser  shall
immediately  return  the  Real  Property  to the  condition  existing  prior  to
Purchaser's Activities; (iii) Purchaser shall in no event without Seller's prior
written consent disclose the results of any of its investigations, examinations,
tests, or inspections to any party (including any Government  unless required by
law other than to its lenders, attorneys,  consultants,  and investors; and (iv)
Purchaser shall indemnify, defend, and hold Seller harmless from and against any


                                       19
<PAGE>
and all clams, liabilities,  damages, losses, costs, and expenses of any kind or
nature whatsoever (including, without limitation,  attorneys' fees, and expenses
and court  costs)  suffered,  incurred or sustained by Seller as a result of, by
reason of, or in connection with any Purchaser's Activities. Notwithstanding any
provision of this Agreement to the contrary,  Purchaser shall not have the right
to undertake any  environmental  studies or tests beyond the scope of a standard
"Phase I"  evaluation  without  the prior  written  consent  of Seller  and,  if
applicable, the lessor of any Leased Real Property.

     (B) Purchaser shall have until August 31, 1998 (hereinafter called the "Due
Diligence  Date"),  to  perform  such  investigations,  examinations,  tests and
inspections as Purchaser shall deem necessary or desirable to determine  whether
the Real Property and the Assets located thereon are suitable and  satisfactory,
to Purchaser and can be used for Applebee's franchise restaurants.  In the event
Purchaser  shall determine that the Real Property and the Assets located thereon
are not reasonably suitable and satisfactory to Purchaser,  Purchaser shall have
the right to terminate  this  Agreement by giving written notice to Seller on or
before the Due Diligence Date. If Purchaser does not terminate this Agreement in
accordance  with  this  Section  7.1(b)  on or before  the Due  Diligence  Date,
Purchaser  shall have no further right to terminate this  Agreement  pursuant to
this Section 7.1(b).

     (C) Prior to any entry by Purchaser or any of  Purchaser's  Designees  onto
the Real Property,  Purchaser  shall (i) procure a policy of commercial  general
liability  insurance,  issued by an insurer  reasonably  satisfactory to Seller,
covering all  Purchaser's  Activities,  with a single  limit of  liability  (per
occurrence  and  aggregate) of not less the  $1,000,000.00;  and (ii) deliver to
Seller a Certificate  of Insurance,  evidencing  that such insurance is in force
and effect,  and evidencing that Seller has been named as an additional  insured
thereunder with respect to any Purchaser's  Activities.  Such insurance shall be
written on an  "occurrence"  basis,  and shall be  maintained in force until the
earlier of (i) the  termination  of this  Agreement  and the  conclusion  of all
Purchaser's Activities, or (ii) Closing.

     (D)  Purchaser  acknowledges  that Seller may deliver to Purchaser  certain
documents and information in possession of Seller or Seller's agents with regard
to the Real Property (hereinafter called the "Due Diligence Materials"). The Due
Diligence  Materials will be provided to Purchaser without any representation or
warranty of any kind or nature  whatsoever and are merely  provided to Purchaser
for Purchaser's informational purposes. Until Closing, Purchaser and Purchaser's
Designees   shall   maintain  all  Due  Diligence   Materials  as   Confidential
Information.

     7.2 Purchaser's and Hospitality's Conditions to Closing. The obligations of
Purchaser and  Hospitality  hereunder are subject to satisfaction of each of the
following  conditions at or before Closing,  the occurrence of which may, at the
option of Purchaser or Hospitality, be waived:

     (a)  Subject to the  matters  disclosed  in the  Disclosure  Memorandum  as
supplemented by Seller from time to time, all  representations and warranties of
Seller in this Agreement shall be true in all material respects on and as of the
Closing.

     (b) Any supplement to the Disclosure  Memorandum  delivered by Seller shall
not reflect in Purchaser's  reasonable  judgment any material  adverse change in
the Assets or the Business.

     (c) Seller shall have performed and complied in all material  respects with
all of its  obligations  under  this  Agreement  which  are to be  performed  or
complied with by Seller prior to or on the Closing Date.

     (d) Seller  shall have  obtained and  delivered  to Purchaser  all Consents
necessary  to transfer  and assign the Assets  (except for Minor  Contracts)  to
Purchaser.


                                       20
<PAGE>
     (e) Purchaser and Franchisor shall have entered into a franchise  agreement
with respect to each  Restaurant in the  Territory.  Hospitality  and Franchisor
shall have entered into  development  agreements with respect to each ADI in the
Territory.

     (f) Purchaser and  Hospitality  shall have obtained,  either from Seller or
directly from the issuing  authority,  all permits,  licenses,  including liquor
licenses   and  beer   permits,   and   approvals   of  all   governmental   and
quasi-governmental authorities necessary for the operation of the Restaurants in
accordance with franchise requirements;  provided, however, that if Purchaser is
unable to obtain from local municipal or county  authorities a permit  necessary
for such operation of the Restaurants, and Purchaser reasonably believes that it
will be able to obtain  such a permit  within  two months of the  Closing  Date,
Closing of the transactions contemplated hereunder will not be delayed if Seller
delivers to Purchaser a duly executed  liquor  license  management  agreement or
agreements  with form and  substance  reasonably  acceptable  to  Purchaser  and
Seller.

     (g)  The  waiting  period  under  the  HSR  Act  shall  have  expired  or a
notification of early termination of the waiting period shall have been received
by Purchaser.

     (h)  Purchaser  shall have  obtained  financing  upon terms and  conditions
substantially  similar to the financing provided to South and East,  Purchaser's
affiliates, in connection with the consummation of the transactions contemplated
under the Affiliate  Agreements,  or other  financing  reasonably  acceptable to
Purchaser.

     (i) Purchaser shall have been issued the Title Policies.

     (j) Seller shall have delivered the items required by Section 2.4(a).

     7.3 Seller's Conditions to Closing. The obligations of Seller hereunder are
subject  to  satisfaction  of  each of the  following  conditions  at or  before
Closing, the occurrence of which may, at the option of Seller, be waived.

     (a) All representations and warranties of Purchaser in this Agreement shall
be true on and as of the  Closing  and  Purchaser  and  Hospitality  shall  have
delivered to Seller a certificate to such effect dated as of the Closing Date.

     (b)  Purchaser  and  Hospitality  shall have  performed and complied in all
material  respects  with  Purchaser  and  Hospitality's  obligations  under this
Agreement which are to be performed or complied with by Purchaser or Hospitality
prior to or on the Closing Date.

     (c)  Franchisor  shall have agreed to terminate  the  Franchise  Agreements
effective as of the Closing.

     (d) Seller shall have obtained all the Consents.

     (e)  The  waiting  period  under  the  HSR  Act  shall  have  expired  or a
notification of early termination of the waiting period shall have been received
by Seller.

     (f) Purchaser shall have delivered the items required by Section 2.4(b).

                          ARTICLE VII - INDEMNIFICATION

     8.1 Purchaser Claims.

     (a) Seller shall indemnify and hold harmless Purchaser and Hospitality, and
their respective successors and assigns, against, and in respect of:

     (i) Any and all damages, losses, liabilities,  costs, and expenses incurred
or suffered by Purchaser and Hospitality  that result from,  relate to, or arise
out of:


                                       21
<PAGE>
     (A) any  and all  liabilities  and  obligations  of  Seller  of any  nature
whatsoever except for the Assumed Liabilities;

     (B) any failure by Seller to carry out any covenant or agreement  contained
in this Agreement;

     (C) any misrepresentation or breach of warranty by Seller contained in this
Agreement, the Disclosure Memorandum, or any certificate, furnished to Purchaser
or Hospitality by Seller pursuant hereto; or

     (D) any claim by any Person for any brokerage or finder's fee or commission
in  respect  of the  transactions  contemplated  hereby as a result of  Seller's
dealings, agreement, or arrangement with such person.

     (ii)  Any and all  actions,  suits,  claims,  proceedings,  investigations,
demands,  assessments,  audits,  fines,  judgments,  costs,  and other  expenses
(including, without limitation,  reasonable legal fees and expenses) incident to
any  of the  foregoing  including  all  such  expenses  reasonably  incurred  in
mitigating any damages resulting to Purchaser or Hospitality from any matter set
forth in subsection (i) above.

     (b)  Notwithstanding  the  foregoing,  Seller shall have no  liability  for
indemnification  or otherwise with respect to Section  8.1(a)(i)(C) (and Section
8.1(a)(ii)  to the  extent  the items  covered  thereby  relate  back to Section
8.1(a)(i)(C)) until the aggregate liability of Seller thereunder exceeds $78,000
and then only to the extent that the  aggregate  liability of Seller  thereunder
exceeds such amount; provided, however, that liabilities arising with respect to
Sections 3.1 through 3.4 and Sections  3.5(a),  3.5(d),  3.7(g),  and 3.9 hereof
shall not be subject to the foregoing threshold and any liabilities arising with
respect to such matters  shall not be taken into account in computing  aggregate
liabilities  for the  purpose  of apply  such  threshold  amount to  liabilities
arising under other Sections subject  thereto,  provided,  however,  that Seller
shall have no liability for indemnification or otherwise with respect to Section
8.1(a)(i)(C) to the extent it relates to Section 3.5(d) (and Section  8.1(a)(ii)
to the extent the items covered  thereby  relate back to Section  8.l(a)(i)(C)'s
applicability  to  Section  3.5(d))  until  the  aggregate  liability  of Seller
thereunder  relating  to  a  particular   Restaurant  exceeds  $5,000  for  such
Restaurant  and then only to the extent that the  aggregate  liability of Seller
thereunder  exceeds such amount.  In no event shall the  aggregate  liability of
Seller under  Section  8.1(a)(i)(C)  (and Section  8.1(a)(ii)  to the extent the
items covered thereby relate back to Section  8.1(a)(i)(C))  exceed  $1,560,000,
provided, however, that liabilities arising with respect to Sections 3.1 through
3.4 and  Sections  3.5(a),  3.5(d),  and 3.9 hereof  shall not be subject to the
foregoing cap and any liabilities arising with respect to such matters shall not
be taken into  account in  computing  aggregate  liabilities  for the purpose of
applying such cap to liabilities arising under other sections subject thereto.

     (c) The amount of any  liability  of Seller under this Section 8.1 shall be
computed net of any tax benefit to  Purchaser  and  Hospitality  from the matter
giving rise to the claim for indemnification  hereunder and net of any insurance
proceeds  received by Purchaser or Hospitality with respect to the matter out of
which such liability arose.

     (d)  The  representations  and  warranties  of  Seller  contained  in  this
Agreement,  the Disclosure  Memorandum,  or any  certificate  delivered by or on
behalf  of  Seller  pursuant  to  this  Agreement  or  in  connection  with  the
transactions   contemplated   herein  shall  survive  the  consummation  of  the
transactions contemplated herein and shall continue in full force and effect for
the periods specified below ("Survival Period"):

     (i) the representations and warranties contained in Section 3.5(d) shall be
of no further force and effect after 60 days from the date of the Closing;

     (ii) the representations  and warranties  contained in Sections 3.1 through
3.4 and Sections  3.5(a),  3.7(g) and 3.9 shall survive until the  expiration of
any applicable statues of limitation provided by law; and


                                       22
<PAGE>
     (iii) all other  representations and vales of Seller shall be of no further
force and effect after 18 months from the date of the Closing.

     Anything to the  contrary  notwithstanding,  the  Survival  Period shall be
extended automatically to include any time period necessary to resolve a written
claim for indemnification  which was made in reasonable detail before expiration
of the Survival  Period but not resolved prior to its  expiration,  and any such
extension  shall  apply only as to the claims so  asserted  and not so  resolved
within the Survival  Period.  Liability for any such item shall  continue  until
such claim shall have been finally settled, decided, or adjudicated.

     (e) Except for claims under  Sections 4.1, 4.3,  4.4, 4.5,  4.11,  and 4.13
which shall survive the Closing,  Purchaser and  Hospitality  may not assert any
claim against Seller for breach of any covenant  contained in Article IV and all
such claims shall be deemed to be waived as a result of the Closing.

     (f) Purchaser and Hospitality shall provide written notice to Seller of any
claim for indemnification  under this Article as soon as practicable;  provided,
however,  that  failure to provide  such notice on a timely  basis shall not bar
Purchaser's  or  Hospitality's  ability to assert  any such claim  except to the
extent that Seller is actually  prejudiced  thereby.  Purchaser and  Hospitality
shall more commercially  reasonable  efforts to mitigate any damages,  expenses,
etc.  resulting  from any matter  giving rise to  liability of Seller under this
Article.

     (g) Notwithstanding any other provision of this Article VIII, the aggregate
principal  amount of the  obligation of Seller under this Article VIII shall not
exceed the gross  proceeds  actually  received by the Seller in connection  with
this Agreement and the transaction contemplated hereby.

     8.2 Defense of Third Party  Claims.  With respect to any claim by Purchaser
or  Hospitality  under  Section 8.1,  relating to a third party claim or demand,
Purchaser or Hospitality shall provide Seller with prompt written notice thereof
in accordance with Section 10.4 and Seller may defend,  in good faith and at its
expense by legal counsel chosen by it and reasonably acceptable to Purchaser and
Hospitality any such claim or demand,  and Purchaser and  Hospitality,  at their
expense,  shall have the right to  participate  in the defense of any such third
party  claim.  So long as Seller is defending in good faith any such third party
claim, Purchaser and Hospitality shall not settle or compromise such third party
claim. In any event, Purchaser and Hospitality shall cooperate in the settlement
or compromise of or defense  against,  any such asserted claim.  Notwithstanding
the  foregoing,  Seller shall obtain the consent of Purchaser  and  Hospitality,
which  consent  shall not be  unreasonably  withheld,  prior to setting any such
third  party  claim.  In the event the Seller  shall  notify the  Purchaser  and
Hospitality  that it disputes  any claim made by the  Purchaser  or  Hospitality
and/or it shall fail to defend such claim  actively and in good faith,  then the
Purchaser and Hospitality shall have the right to conduct a defense against such
claim and shall have the right to settle and  compromise  such claim without the
consent of the Seller. Once the amount of such claim is liquidated and the claim
is finally determined, the Purchaser and Hospitality shall be entitled to pursue
each and every remedy available to it at law or in equity (through the procedure
specified  in Section  8.5) to enforce the  indemnification  provisions  of this
Article VIII and, in the event it is determined,  or the Seller agrees,  that it
is obligated to indemnify  the  Purchaser and  Hospitality  for such claim,  the
Seller  agrees to pay all costs,  expenses and fees,  including  all  reasonable
attorneys' fees, which may be incurred by Purchaser or Hospitality in attempting
to enforce indemnification under this Article VIII.

     8.3 Seller  Claims.  Purchaser  and  Hospitality  shall  indemnify and hold
harmless Seller against, and in respect of, any and all damages, claims, losses,
liabilities, and expenses,  including without limitation,  legal, accounting and
other expenses, which may arise out of: (i) any breach or violation by Purchaser
or  Hospitality  of any  covenant set forth herein or any failure to fulfill any
obligation  set forth herein,  including,  but not limited to, the obligation to
satisfy the Assumed  Liabilities,  (ii) any breach of any of the representations


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<PAGE>
or warranties made in this Agreement by Purchaser or  Hospitality;  or (iii) any
claim by any Person for any  brokerage or finder's fee or  commission in respect
of  the  transactions   contemplated  hereby  as  a  result  of  Purchaser's  or
Hospitality's dealings, agreement, or arrangement with such Person.

     8.4 Exclusive  Remedies.  The rights and remedies of the parties under this
Article VIII shall be the sole and  exclusive  rights and  remedies  that either
party may seek for any  misrepresentation,  breach of  warranty,  or  failure to
fulfill any covenant or agreement under this Agreement, except that either party
may seek specific performance or injunctive relief.

     8.5 Settlement of Disputes.

     (a) Arbitration. All disputes with respect to any claim for indemnification
under this Article VIII and all other disputes and  controversies  of every kind
and nature between the parties hereto arising out of or in connection  with this
Agreement   shall  be  submitted  to  arbitration   pursuant  to  the  following
procedures:

     (i) After a dispute or controversy  arises,  either party may, in a written
notice delivered to the other party, demand such arbitration.  Such notice shall
designate  the  name  of  the  arbitrator  appointed  by  such  party  demanding
arbitration, together with a statement of the matter in controversy;

     (ii) Within 30 days after receipt of such demand, the other party shall, in
a written notice delivered to the other party, name such party's Arbitrator.  If
such party  fails to name an  arbitrator,  then the second  arbitrator  shall be
named by the American  Arbitration  Association  ("ADA"). The two arbitrators so
selected  shall  name a third  arbitrator  within  30  days,  or in lieu of such
agreement on a third  arbitrator by the two arbitrators so appointed,  the third
arbitrator shall be appointed by the AAA;

     (iii) The arbitration hearing shall be held in Milwaukee, Wisconsin (in the
case of arbitration initiated by Seller) or in Atlanta,  Georgia (in the case of
arbitration  initiated by Purchaser or  Hospitality)  or in a location  mutually
agreeable to Seller,  Purchaser and  Hospitality;  or if  Purchaser,  Seller and
Hospitality  are unable to agree then at a location  designated by a majority of
the  arbitrators.  The Commercial  Arbitration Rule of the AAA shall be used and
the  substantive  laws of the State of  Wisconsin  (excluding  conflict  of laws
provisions) shall apply;

     (iv) An award rendered by a majority of the arbitrators  appointed pursuant
to this Agreement  shall be final and binding on all parties to the  proceeding,
shall  deal  with  the  question  of costs of the  arbitration  and all  related
matters, and judgment on such award may be entered by either party in a court of
competent jurisdiction; and

     (v) Except as set forth in subsection (b) below, the parties stipulate that
the  provisions  of this  Section  8.5 shall be a complete  defense to any suit,
action or proceeding instituted in any federal,  state, or local court or before
any  administrative  tribunal with respect to any controversy or dispute arising
out of this Agreement.  The arbitration provisions hereof shall, with respect to
such  controversy  or dispute,  survive the  termination  or  expiration of this
Agreement.

     (b) Emergency Relief.  Notwithstanding  anything in this Section 8.5 to the
contrary,  any party may seek from a court any  provisional  remedy  that may be
necessary  to  protect  any  rights  or  property  of  such  party  pending  the
establishment of the arbitral tribunal or its determination of the merits of the
controversy.

                            ARTICLE IX - TERMINATION

     9.1 Termination.



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<PAGE>
     (a) This Agreement may be terminated as follows:

     (i) At any time by the mutual consent of Seller, Purchaser and Hospitality;

     (ii) By Purchaser pursuant to Section 7.1;

     (iii) By Seller if (i)  Purchaser  shall not have  obtained  and provided a
copy of a Financing  Commitment to Seller on or before  September 18, 1998, (ii)
Purchaser  shall not been  approved  hereof as a franchisee  with respect to the
Territory  by  Franchisor  on or before  September  18,  1998 or has not reached
agreement with Franchisor as to the material terms of franchise  agreements with
respect to the  Territory on or before  September  18, 1998,  (iii)  Hospitality
shall not have reached  agreement with  Franchisor as to a development  schedule
and other material terms of franchise and development agreements with respect to
the Territory on or before September 18, 1998;

     (iv) By either Seller,  Purchaser or Hospitality,  at its sole election, at
any time after the  Termination  Date, if the Closing shall not have occurred on
or prior to such date;

     (v) By  Purchaser,  if Seller makes any  amendment or  modification  of, or
addition or supplement to, the  Disclosure  Memorandum the subject of which has,
had or could  reasonably be expected to have a material  adverse effect upon the
financial condition, properties, liabilities, business, results or operations of
the Business.

     (b)  In  the  event  of the  termination  of  this  Agreement  pursuant  to
subparagraph (a)(iv) above because Seller, Purchaser or Hospitality, as the case
may be, shall have willingly  failed to fulfill its obligations  hereunder,  the
other party shall, subject to Section 8.5, be entitled to pursue,  exercise, and
enforce any and all remedies,  rights, powers, and privileges available to it at
law or in equity.

     (c) If this Agreement is terminated  pursuant to this Section 9.1,  subject
to Section  9.1(b)  above,  all  further  obligations  of the  parties  under or
pursuant to this Agreement shall terminate  without further  liability of either
party to the other,  provided  that,  Section 6.2,  Article VIII,  and Article X
hereof shall survive the termination of this Agreement

                            ARTICLE X - MISCELLANEOUS

     10.1 Expenses.

     (a) Each party  hereto  shall pay its own legal,  accounting,  and  similar
expenses  incidental to the preparation of this  Agreement,  the carrying out of
the  provisions of this  Agreement,  and the  consummation  of the  transactions
contemplated hereby.

     (b) Seller and  Purchaser  shall split equally the costs of all filing fees
required under the HSR Act.

     (c) Purchaser shall pay the costs of obtaining title insurance with respect
to the Real  Property.  Seller shall pay the costs of all transfer,  intangible,
recording,  and documentary taxes, stamps, and fees with respect to the transfer
of the Real  Property.  Purchaser  shall  pay the cost of all  surveys,  and all
environmental  investigations,  studies, and reports, and all other costs of any
investigation of the Assets, the Restaurants, or the Business by Purchaser.

     (d)  Purchaser  shall pay any costs  associated  with the  transfer  of any
Permits and the cost of obtaining  liquor licenses or other Permits that are not
assignable.

     (e) Seller and  Purchaser  shall split equally the cost of any sales taxes,
transfer taxes  documentary  stamp taxes, or other taxes imposed with respect to
the transfer of any Assets constituting personal property.



                                       25
<PAGE>
     (f) Seller shall pay the costs of obtaining any Consents.

     (g) Following the Closing, Seller shall pay to Purchaser on a monthly basis
as billed  the  amount of all gift  certificates  issued by Seller  prior to the
Closing and redeemed thereafter.

     10.2 Contents of Agreement;  Parties in Interest;  etc. This Agreement sets
forth the  entire  understanding  of the  parties  hereto  with  respect  to the
transactions  contemplated  hereby and  constitutes a complete  statement of the
terms of such  transaction.  This  Agreement  shall not be amended  or  modified
except by written  instrument duly executed by each of the parties  hereto.  Any
and all previous agreements and understandings between the parties regarding the
subject  matter  hereof,  whether  written  or  oral,  are  superseded  by  this
Agreement.  Neither  party has been  induced  to enter  into this  Agreement  in
reliance on, and has not relied upon, any statement, representation, or warranty
of the other party not set forth in this Agreement the Disclosure Memorandums or
any certificate delivered pursuant to this Agreement.

     10.3  Assignment  and  Binding  Effect.  Purchaser  may assign the right to
receive  any of the Assets at  Closing to any  affiliate  or other  third  party
reasonably  acceptable to Seller and acceptable to Franchisor,  provided that no
such assignment shall affect  Purchaser's  liability  hereunder.  Subject to the
foregoing,  all of the terms and provisions of this  Agreement  shall be binding
upon and  inure to the  benefit  of and be  enforceable  by the  successors  and
assigns of Seller and Purchaser.

     10.4 Notices. Any notice, request,  demand, waiver,  consent,  approval, or
other communication which is required or permitted hereunder shall be in writing
and shall be deemed given only if delivered personally or sent by telecopy or by
first class  registered  or certified  United States Mail,  with proper  postage
prepaid, as follows:

  If to Seller, to;                         With a required copy to:

  Apple South, Inc.                         Kilpatrick Stockton LLP
  Hancock at Washington                     1100 Peachtree Street, Suite 2800
  Madison, Georgia 30650                    Atlanta, Georgia  30309
  Attention:  Louis J. (Dusty) Profumo      Attention:  Larry D. Ledbetter, Esq.
  Fax:  (706) 343-2434                      Fax:  (404) 815-6555

  If to Purchaser:                          With a required copy to:

  WHG Real Estate North, LLC                Godfrey & Kahn, S.C.
  2500 N. Mayfair Road                      780 N. Water Street
  Suite G-117                               Milwaukee, Wisconsin  53202
  Wauwatosa, WI  53226                      Attention:  Kelley Falkner
  Fax:  (414) 778-2025                      Fax:  (414) 273-5198

  If to Hospitality:                        With a required copy to:

  Wisconsin Hospitality Group, LLC          Godfrey & Kahn, S.C.
  2500 N. Mayfair Road                      780 N. Water Street
  Suite G-117                               Milwaukee, Wisconsin  53202
  Wauwatosa, WI  53226                      Attention:  Kelley Falkner
  (414) 778-2025                            Fax:  (414) 273-5198

or to such other  address or person as the  addressee  may have  specified  in a
notice  duly given to the  sender as  provided  herein.  Such  notice,  request,
demand, waiver, consent,  approval or other communication will be deemed to have
been given as of the date  actually  delivered,  or if  mailed,  four days after
deposit in the U.S. Mail properly addressed with adequate postage affixed.

     10.5  WISCONSIN  LAW TO GOVERN.  THIS  AGREEMENT  SHALL BE  GOVERNED BY AND
INTERPRETED  AND ENFORCED IN ACCORDANCE  WITH THE LAWS OF THE STATE OF WISCONSIN
WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.



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<PAGE>
     10.6  Headings.  All section  headings  contained in this Agreement are for
convenience of reference only, do not form a part of this  Agreement,  and shall
not affect in any way the meaning or interpretation of this Agreement.

     10.7 Schedules and Exhibits.  All Exhibits and Schedules referred to herein
are intended to be and hereby are specifically made a part of this Agreement.

     10.8  Severability.  Any  provision of this  Agreement  which is invalid or
unenforceable  in any  jurisdiction  shall be  ineffective to the extent of such
invalidity or unenforceability  without invalidating or rendering  unenforceable
the remaining  provisions hereof, and any such invalidity or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision any
other jurisdiction.

     10.9  Public   Announcements.   Purchaser,   Seller  and  Hospitality  will
coordinate  with each  other all press  releases  relating  to the  transactions
contemplated  by this  Agreement  and,  except to the  extent  required  by law,
refrain from issuing any press  release,  publicity  statement,  or other public
notice  relating  to this  Agreement  or the  transactions  contemplated  hereby
without  providing the other party reasonable  opportunity to review and comment
thereon.

     10.10  Disclaimer  of  Warranties.  OTHER THAN TO THE EXTENT OF ANY EXPRESS
REPRESENTATIONS  AND WARRANTIES OF SELLER SET FORTH IN THIS AGREEMENT AND IN THE
CLOSING  CERTIFICATE  REQUIRED  BY SECTION  2.4(8)(i),  SELLER  DOES NOT, BY THE
EXECUTION AND DELIVERY OF THIS AGREEMENT, AND SELLER SHALL NOT, BY THE EXECUTION
AND DELIVERY OF ANY DOCUMENT OR INSTRUMENT  EXECUTED AND DELIVERED IN CONNECTION
WITH THE CLOSING,  MAKE ANY REPRESENTATION OR WARRANTY,  EXPRESS OR IMPLIED,  OF
ANY  KIND OR  NATURE  WHATSOEVER,  WITH  RESPECT  TO THE  ASSETS,  AND ALL  SUCH
WARRANTIES ARE HEREBY  DISCLAIMED.  PURCHASER WILL CONDUCT SUCH  INSPECTIONS AND
INVESTIGATIONS  OF THE ASSETS  (INCLUDING,  BUT NOT LIMITED TO, THE PHYSICAL AND
ENVIRONMENTAL  CONDITION  THEREOF) AND RELY UPON SAME AND, UPON  CLOSING,  SHALL
ASSUME THE RISK THAT ADVERSE  MATTERS MAY NOT HAVE BEEN REVEALED BY  PURCHASER'S
INSPECTIONS AND INVESTIGATIONS EXCEPT TO THE EXTENT OF SELLER'S  REPRESENTATIONS
AND  WARRANTIES  MADE  HEREIN.  SELLER SHALL SELL AND CONVEY TO  PURCHASER,  AND
PURCHASER  SHALL  ACCEPT,  THE ASSETS "AS IS,"  "WHERE IS," AND WITH ALL FAULTS,
EXCEPT TO THE EXTENT OF SELLER'S REPRESENTATIONS AND WARRANTIES MADE HEREIN, AND
THERE ARE NO ORAL AGREEMENTS,  WARRANTIES OR  REPRESENTATIONS,  COLLATERAL TO OR
AFFECTING  THE ASSETS BY SELLER.  SELLER  MAKES,  AND SHALL MAKE,  NO EXPRESS OR
IMPLIED WARRANTY OF SUITABILITY OR FITNESS OF ANY OF THE ASSETS FOR ANY PURPOSE,
OR AS TO THE MERCHANTABILITY,  ENVIRONMENTAL  CONDITION,  TITLE, VALUE, QUALITY,
QUANTITY, CONDITION OR SALABILITY OF ANY OF THE ASSETS, OR AS TO THE PRESENCE ON
OR ABSENCE  FROM THE ASSETS OF ANY  HAZARDOUS  MATERIAL  EXCEPT TO THE EXTENT OF
SELLER'S REPRESENTATIONS AND WARRANTIES HEREIN. THE TERMS AND CONDITIONS OF THIS
SECTION  10.10 SHALL  SURVIVE THE  CONSUMMATION  OF THE PURCHASE AND SALE OF THE
ASSETS ON THE  CLOSING  DATE  WITHOUT  REGARD TO ANY  GENERAL  LIMITATIONS  UPON
SURVIVAL SET FORTH IN THIS AGREEMENT.  THE LIMITATIONS SET FORTH IN THIS SECTION
SHALL IN NO WAY LIMIT ANY WARRANTY FROM ANY THIRD PARTY.

     10.11 Time. Time is and shall be of the essence of this Agreement.


                                       27
<PAGE>
     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first written above.

                                     SELLER:

                                                APPLE SOUTH, INC.


                                                By:
                                                Name:
                                                Title:


                                   PURCHASER:

                                                WHG REAL ESTATE NORTH, LLC


                                                By:      Mark Dillon, Manager


                                  HOSPITALITY:

                                                WISCONSIN HOSPITALITY GROUP, LLC


                                       By:      Mark Dillon, President












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<PAGE>
                              DISCLOSURE MEMORANDUM

                                Table of Contents

Schedule       Title

   1.1(i)      Tangible Personal Property located in the Restaurants

   1.1A        Restaurants by Address

   1.1C        Legal Description of Real Property

   1.1D        Material Contracts

   1.1E        Territory

   3.3         Consents Required to Assign Material Contracts

   3.6         List of Material Contracts and amendments thereto

   3.7(a)      Location and Ownership of Restaurants

   3.7(g)      List of Environmental Reports and Matters

   3.8         Financial Statements

   3.10        Litigation

   3.11        Permits

   3.15        Seller Plans

   4.7         Development Sites












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<PAGE>
                            EXHIBIT TABLE OF CONTENTS

Exhibit        Title

    A          Bill of Sale and Assignment Agreement

    B          Adjustment to Purchase Price

    C          Opinion of Seller's Counsel

    D          Opinion of Purchaser's Counsel

    E          Allocation of Purchase Price






     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  omitted  exhibit  or
schedule to the Commission upon request.
















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