ASSET PURCHASE AGREEMENT


     THIS ASSET PURCHASE  AGREEMENT,  dated as of March 16, 1998, by and between
APPLE  SOUTH,  INC., a Georgia  corporation  ("Seller")  and QUALITY  RESTAURANT
CONCEPTS, L.L.C., an Alabama limited liability company ("Purchaser"),

                              W I T N E S S E T H :

     WHEREAS, Seller owns and operates a number of Applebee's Neighborhood Grill
& Bar ("Applebee's") franchise restaurants; and

     WHEREAS, Seller desires to sell to Purchaser certain Applebee's restaurants
and related property,  and Purchaser desires to purchase such assets, all on the
terms and subject to the conditions 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 intending 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.

     "ADI's" shall mean Arbitron Rating Areas of Dominant Influence.

     "ADI Personnel" shall have the meaning set forth in Section 4.5.

     "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, or customarily  located in, the  Restaurants or on
                  the  Real  Property,   including,   but  not  limited  to  (A)
                  equipment,  computer hardware  (including the laptop computers
                  used by the  regional  managers),  fax  machines,  appliances,
                  machinery,  tables, chairs, other furniture,  bars, tableware,
                  cookware, utensils, furnishings and signage (including,


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                  but not limited to, any of the  foregoing  property  currently
                  held by Seller  pursuant  to  equipment  leases,  all of which
                  leased  property  will be purchased by Seller prior to Closing
                  at its sole cost and expense  pursuant to Section  4.13);  (B)
                  leasehold improvements and fixtures;  (C) uniforms,  supplies,
                  food and beverage inventory  (including beer, liquor, and wine
                  inventory); and (D) advertising and promotional materials;

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

                           (iii) all  prepaid  items to the  extent  such  items
                  relate exclusively to the Business;

                           (iv)     all assignable Permits;

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

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

                           (vii)  copies of Seller's  employee  records of those
                  current  employees  of Seller who are employed by Purchaser as
                  of the  Closing  (subject  to  execution  of a release by each
                  affected employee allowing for the disclosure of such files);

                           (viii)  the Contracts and Leases;

                           (ix)  the Owned Real Property;

                           (x)  all  records  and  files  related  to  the  Real
                  Property such as rent calculations,  landlord  correspondence,
                  purchase  agreements,  deeds,  construction  documents,  title
                  reports,  environmental and engineering  reports,  appraisals,
                  surveys,   etc.;   records  of  all  service  and  maintenance
                  histories,  if any,  of the Assets;  all  records  relating to
                  warranties,   service   agreements,   or  similar   agreements
                  pertaining to the Assets;  and copies of any other records and
                  files that contain information material to the Business or the
                  Assets, in whatever media such records or files are kept;

                           (xi) any written  information  related to any pending
                  or proposed litigation, ordinance, or regulation in any state,
                  county, municipality, or other governmental unit affecting the
                  Business;



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                           (xii)   rights  to  existing   Restaurant   telephone
                  numbers;

                           (xiii) all of  Seller's  other  rights  and  property
                  interests of any nature which are  customarily and exclusively
                  used in the operation of the Restaurants; and

                           (xiv)  in  the   circumstances   and  to  the  extent
                  specified in Section 10.14, the Building Materials.

     "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.  In the  circumstances  and to the  extent
specified in Section  10.15,  "Assets"  shall not include the Real Property upon
which the Bristol, Tennessee Restaurant is located.

     "Assumed  Liabilities" shall mean (i) all obligations of Seller that accrue
after  the  Closing  under  the  terms of the  Contracts  and  Leases,  (ii) all
obligations  of Seller under the  Contracts  and Leases 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,  and (vii) accrued  vacation of
ADI Personnel assumed pursuant to Section 6.3(e).  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 or Leases;  (ii) except as provided in clauses (ii) or (iv)
above, liabilities or obligations of Seller under any of the Contracts or Leases
or with  respect to the Owned Real  Property or other  Assets that accrue in any
such case  prior to the  Closing  or are  attributable  to the  period  prior to
Closing, including,  without limitation, base rent, percentage rent, common area
maintenance  or  similar  charges,  other  items  of  additional  rent,  and any
adjustments  with  respect  to such items of rent and other  charges;  (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 and Leases;  (vii) any liability,  obligation,  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  vacation  assumed  pursuant to Section
6.3(e));  and (viii) any liability or  obligation  of Seller  arising out of the
negotiation,  execution,  or performance of this  Agreement,  including fees and
expenses of


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attorneys and accountants, except as otherwise expressly provided herein.

     "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 Owned Real Property)  will be  transferred  and assigned to Purchaser at
the Closing and pursuant to which Purchaser will assume the Assumed Liabilities.

     "Building  Materials"  shall have the  meaning  set forth in Section  10.14
hereof.

     "Business"  shall mean the business of owning and operating the Restaurants
and  developing and opening new  Applebee's  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.

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

     "Code"  shall mean the United  States  Internal  Revenue  Code of 1986,  as
amended,  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,  waivers,  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 and
the Leases without resulting in any default or penalty 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,  limited warranty deeds or other
appropriate  instruments  to convey good and  marketable fee simple title to the
Owned Real Property, with the warranty of title contained therein limited to the
claims of Persons  claiming by, through or under Seller,  but not otherwise,  in
the form attached hereto as Exhibit "B" (a separate form being attached for each
state in which Owned Real Property is located.)

     "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.

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



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     "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
emission, discharge, release, or threatened release 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, presence,  management,  transport, or handling 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,  stipulations,  certificates of  authorization,  and other operating
authorizations, entered, promulgated, or approved thereunder.

     "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 any 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.

     "Indemnification  Agreement"  shall mean an agreement in the form  attached
hereto as Exhibit "C".

     "Knowledge  of  Seller"  (or words of like  effect)  when used to qualify a
representation,  warranty, or other statement shall mean the actual knowledge of
Sellers'  directors of operations for the Territory and all management of Seller
senior thereto.

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     "Leases" shall mean the leases of real property and improvements  described
on Schedule 1.1A.

     "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,  a list of which is set forth in
Schedule 1.1B.

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

     "Note" shall have the meaning set forth in Section 2.3.

     "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.

     "Owned Real Property"  shall mean those tracts and parcels of land owned by
Seller on which a Restaurant is located and the parcel located at 11807 Kingston
Pike,  Farragut,  Tennessee,  which is being held for development  (all of which
tracts and parcels are described in Schedule 1.1C) and all buildings,  fixtures,
signs, parking facilities, and other improvements located thereon.

     "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,  (ii) any other  encumbrances  of
record as of the  effective  date of the  Title  Commitments,  (iii)  ordinances
(municipal  and  zoning),   (iv)  survey   matters,   and  (v)  such  easements,
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 described in items (i) through (v) hereof,  to the extent that
such encumbrances 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
subject to pro ration in accordance with Section 3.9.

     "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 the land and  improvements  comprising the Owned
Real Property and all land and improvements subject to Leases.

     "Restaurants"  shall  mean  the  26  Applebee's  Neighborhood  Grill  & Bar
restaurants operated by Seller at the locations set forth on Schedule 3.7.

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

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

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     "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 April 30,  1998;  provided  that if prior to
April 30, 1998, Purchaser shall have certified to Seller in writing that (i) the
only  contingencies  precluding  the  Closing  from  occurring  are  Purchaser's
obtaining  any material  Permits  required for it to operate the Business or any
Restaurant  and/or  the  failure  of  Purchaser's  lender  to be  ready to close
Purchaser's financing for the purchase of the Assets and (ii) Purchaser has used
its reasonable best efforts to cause such  contingencies  to have been satisfied
by April 30, 1998,  then the  Termination  Date shall be extended to a date five
business days after any of the contingencies referenced above are satisfied, but
in no event later than May 31, 1998.

     "Territory"  shall mean those ADI's  consisting  of  Knoxville,  Tennessee;
Bristol/Kingsport,    Tennessee;   Chattanooga,   Tennessee;    Columbus/Tupelo,
Mississippi;   Jackson,   Mississippi;   Meridian,   Mississippi;   Hattiesburg,
Mississippi; and Biloxi/Gulfport,  Mississippi, including the counties set forth
on Schedule 1.1D.

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

     "Title  Policies"  shall mean the Owner's  Title  Policies and the Lessee'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,  and based  upon the  representations  and  warranties
contained  herein,  at the Closing  Seller  shall sell,  transfer,  assign,  and
deliver 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
any other Person, of any nature whatsoever,  whether known or unknown,  absolute
or contingent, due or to become due.

     2.3  Purchase  Price.  The  purchase  price for the Assets  (the  "Purchase
Price") shall be $47,955,000 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
and Leases with respect 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 afte the Closing; and (iv) an amount equal to Seller's cost of
those Assets  consisting of food,  beverage  (including beer, wine, and liquor),
and paper  inventory as determined by the parties' joint  inventory at the close
of business on the day prior to the Closing Date.

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     (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  and Leases  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, (iii) the cost of unused vacation accrued as of the
Closing  Date by AD  Personnel  hired  by  Purchaser  the cost of which is being
assumed by Seller  pursuant to Section  6.3(e),  (iv) the amounts  specified  in
Section 10.14, if applicable pursuant to the terms of such section, and (iv) the
amounts specified in Section 10.15, if applicable  pursuant to the terms of such
section.

     (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) Not less than three days prior to  Closing,  the  parties  hereto  will
prepare a draft of a closing  statement  setting  forth the  adjustments  to the
Purchase Price made pursuant to this Section 2.3.

     The foregoing  adjustments shall be calculated by the parties and set forth
on Schedule 2.3 which shall be signed by both  parties at Closing.  The Purchase
Price  shall  be paid by  Purchaser  by wire  transfer  on the  Closing  Date of
$47,000,000 in immediately  available  funds to an account  designated by Seller
and by delivery at the Closing of a promissory  note duly  executed by Seller in
the form  attached  to as Exhibit  "D" (the  "Note")  in an amount  equal to the
remainder of the Purchase Price.

     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 and such
certificate shall also include the  representations  and warranties set forth on
Exhibit "E";

     (ii) A certificate  of the  Secretary or an Assistant  Secretary of Seller,
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 "F" hereto;

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

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    (v) The Consents;

     (vi) The Deeds, duly executed by Seller;

     (vii) An  affidavit  executed by or on behalf of Seller and dated as of the
Closing Date acknowledging that no bills for labor or materials furnished to the
Real Property are due and owing to any Person;

     (viii) A waiver,  duly executed by  Franchisor,  releasing  Seller from all
obligations  with respect to the  development  of additional  restaurants in the
Territory  as  required by the terms of any  agreement  between  Franchisor  and
Seller;

     (ix) Any  management  agreements  entered into pursuant to Section  7.2(f),
duly executed by Seller;

     (x) The Indemnification Agreement, duly executed by Seller;

     (xi) Copies of all operating manuals, recipes, and other documents provided
by Franchisor;

     (xii) A Cross-Receipt, duly executed by Seller; and

     (xiii) Any other  documents that Purchaser may reasonably  request prior to
the  Closing  in order  to  effectuate  the  transactions  contemplated  hereby;
provided,  however,  that Seller shall have the right to delay the Closing up to
three business days to respond to any such request.

     (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 cash portion of the Purchase Price;

     (iv) The Note, duly executed by Purchaser;

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

     (vi) The opinion of Berkowitz,  Lefkovits,  Isom & Kushner,  A Professional
Corporation,  counsel to  Purchaser,  in  substantially  the form of Exhibit "G"
hereto;

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<PAGE>
   (vii) A waiver,  duly  executed by  Franchisor,  releasing  Seller from all
obligations  with respect to the  development  of additional  restaurants in the
Territory  as  required by the terms of any  agreement  between  Franchisor  and
Seller;

     (viii) Any management  agreements  entered into pursuant to Section 7.2(f),
duly executed by Purchaser.

     (ix) The Indemnification Agreement, duly executed by Purchaser;

     (x) A Cross-Receipt, duly executed by Purchaser; and

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

     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 injuries  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  Kilpatrick  Stockton  LLP,
Suite 2800, 1100 Peachtree Street, Atlanta,  Georgia, at 10:00 a.m. on April 30,
1998,  or on such  other  date and time as may be  mutually  agreed  upon by the
parties  hereto.  Purchaser may delay the Closing for up to three  business days
following receipt of any amendment to the Disclosure Memorandum. 

     2.7  Allocation of Purchase  Price.  The Purchase  Price shall be allocated
among the various Assets as set forth on Schedule 2.7 hereof.  Each party hereby
agrees  that it will not take a  position  on any income  tax  return,  Internal
Revenue  Service  Form 8594,  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.

                                       10
<PAGE>

             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 to reflect  any event or  occurrence
after the date hereof, 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 and has all requisite  authority
to own,  lease,  and  operate  its  properties  and  assets  and to carry on its
business as it is now being  conducted  and is duly  qualified  or licensed as a
foreign   corporation   in  good  standing  to  do  business  in  Tennessee  and
Mississippi.  Seller has the corporate power and authority to execute,  deliver,
and perform  this  Agreement,  the Bill of Sale and  Assignment  Agreement,  the
Deeds,  the  Indemnification  Agreement,  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,  the
Indemnification  Agreement, and all other agreements,  documents,  certificates,
and  other  papers  contemplated  to be  delivered  by Seller  pursuant  to this
Agreement  have been duly  authorized  by all  necessary  corporate  actions  or
proceedings on the part of Seller,  including approval by the Board of Directors
of Seller and no other  corporate  actions or  proceedings on the part of Seller
are  necessary  under its  Articles of  Incorporation,  its  Bylaws,  by law, or
otherwise  to  authorize  the  execution  and  delivery  by the  Seller  of this
Agreement,  the  performance  by Seller of its  obligations  hereunder,  and the
consummation by Seller of the transactions contemplated herein.

     3.3  Non-Contravention.  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,  subject to  obtaining  the  consents to
assignment  of the Leases and  Material  Contracts  set forth on  Schedule  3.3,
result in a breach of any agreement (including,  without limitation, any Leases)
or other  instrument to which Seller is a party (except for defaults under Minor
Contracts  where the consent of the other  party or parties to such  contract to
the assignment thereof will not be obtained),  result in any penalty, or violate
any law or any order,  rule, or regulation  applicable to Seller of any court or
of  any  regulatory  body,   administrative   agency,   or  other   governmental
instrumentality  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  governmental  body or
entity 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 Lease and 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,  subject to general equity  principles
and  to  applicable  bankruptcy,  insolvency,  reorganization,  moratorium,  and

                                       11
<PAGE>
similar laws from time to time in effect affecting the enforcement of creditors'
rights.  When the Bill of Sale,  Assignment  Agreement,  and the Indemnification
Agreement  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 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.  The  documents  delivered  by Seller at Closing will be  sufficient  to
transfer to Purchaser all of Seller's right,  title,  and interest in and to the
Assets.

     3.5  Assets.  (a)  Seller  has good and  valid  title to all of the  Assets
constituting  personal  property,  free  and  clear  of any and  all  mortgages,
pledges, security interests,  liens, charges,  conditional sales agreements, and
other  encumbrances  except  Permitted  Encumbrances,  or  except  for  personal
property held subject to equipment or other personal  property  leases that will
be purchased  by Seller on or before the Closing  Date  pursuant to Section 4.13
below, whereupon Seller shall have good title to such 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.

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

     (d) Each Asset constituting tangible personal property having a fair market
value of $2,000 or more is in good operating condition  consistent with its age,
subject to normal wear and tear. As to each Restaurant,  the maximum replacement
cost of Assets  constituting  tangible  personal  property which are not in good
operating condition  consistent with their age, subject to normal wear and tear,
is less than $10,000.

     3.6 Contracts and Leases.

     (a) Each Material  Contract and Lease is a valid and subsisting  agreement,
without any  material  default of Seller  thereunder,  and to the  knowledge  of
Seller,  without  any  default on the part of any 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 or Lease.  A true and correct list of each Material  Contract
and Lease and every amendment  thereto or other  agreement or document  relating
thereto  is set forth as  Schedules  1.1A and 1.1B to this  Agreement.  True and
correct copies of the Material Contracts and Leases (and any amendments thereto)
have been provided to Purchaser.  The summary of certain terms of the Leases and
any  amendments  thereto set forth on Schedule 1.1A is true and correct.  At the
time of  Closing,  Seller  shall  have  made  all  payments  and  performed  all
obligations  due through the Closing Date under each Contract and Lease,  except
to the extent that any payment due is set forth on Schedule  2.3 and deducted in
calculating the Purchase Price pursuant to Section 2.3.

                                       12
<PAGE>
     (b) No Contract  or Lease has been  assigned by Seller or is subject to any
mortgage, pledge,  hypothecation,  security interest, lien, or other encumbrance
or claim,  nor has any  interest  therein  been  granted  by Seller to any third
party.

     (c)  Seller's  possession  of  property  subject to the Leases has not been
disturbed,  nor has any claim been asserted against Seller adverse to its rights
in such leasehold interests.

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

     3.7 Real Property.

     (a)  Schedule  3.7(a)  sets forth  with  respect  to each  Restaurant,  its
location,  whether it is located on Owned Real  Property or is on a site subject
to a Lease, 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 such utility services and other facilities or of the present access from each
parcel of Real Property to such utility services and other facilities.

     (c) Seller 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.  Except  as set  forth in  Schedule  3.7(c),  to the
knowledge of Seller,  there is no fact or condition  which would or could result
in a  termination  or  reduction of the current  access of the real  property to
existing roads.

     (d) Except as set forth in Schedule  3.7(c),  Seller has received no notice
that any governmental body having the power of eminent domain over any 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 in all material
respects  with all  material  laws and  regulations  (including  zoning laws and
ordinances)  of all  governmental  bodies  having  jurisdiction  over  the  Real
Property,  and Seller has received no notice from any governmental body alleging
that the Real Property or any improvements  erected or situated thereon,  or the
uses conducted  thereon or therein,  violate any regulations of any governmental
body having jurisdiction over the Real Property.

     (f) To the knowledge of Seller and except as set forth in Schedule  3.7(c),
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 and Seller has received no
notice  and  has no  knowledge  of any  pending  improvement  liens  or  special
assessments to be made against the Real Property by any governmental  authority,
and the Real  Property is not subject to any current use  assessment or possible
"roll-back"  taxes. No notice from any county,  township,  or other governmental
body has been  served upon the Real  Property or received by Sellers,  or to the
knowledge of Seller received by any owner of any of the Real Property subject to
a Lease,  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.

                                       13
<PAGE>
     (g) Seller holds all  Environmental  Permits  necessary for  conducting the
Business  and has  conducted,  and is  presently  conducting,  the  Business  in
material  compliance with all applicable  Environmental  Laws and  Environmental
Permits held by it, including, without limitation, all record keeping and filing
requirements. Seller has not taken or omitted to take any action relating to the
Real  Property  that would result in any  liability to Seller or any  subsequent
owner or lessee of the Real Property under any Environmental  Law. Except as set
forth in Schedule 3.7(g), 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 Property 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.  To Seller's  knowledge there
are no underground storage tanks located on the Owned Real Property.

     (h) To the  knowledge  of  Seller,  there are no  disputes  concerning  the
location of property lines or corners of the Owned Real Property.

     (i) To the knowledge of Seller,  there are no mineshafts or sinkholes under
the Real Property.

     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
each  fiscal  month  ended  thereafter  through  the date  hereof for which such
statements  are  available,  prepared  in  accordance  with  generally  accepted
accounting principles, except for the absence of explanatory notes and except as
otherwise  expressly  described  therein  (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 all 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. 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,  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,
the nonpayment of which would result in lien on any of the Assets.  There are no
audits,  suits,  actions,  claims,  investigations,  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,  fines,  fees, or
duties been received by assessed against Seller that in any such case affect the
Assets.   "Taxes"  shall  mean  all  taxes,  charges,  fees,  levies,  or  other
assessments,  including, without limitation, all net income, gross income, gross
receipts, sales, excise and ad valorem, transfer,  franchise,  profits, license,
withholding,   payroll,   employment,   excise,  severance,  stamp,  occupation,
property, or other taxes, customs, duties, fees, assessments,  or charges of any
nature whatsoever,  together with any interest,  penalties,  addition to tax, or
additional amounts imposed by any taxing authority, domestic, or foreign.

                                       14
<PAGE>
     3.10 Litigation. Except as set forth on Schedule 3.10, there is no material
action,  suit,  investigation,  or  proceeding  pending or, to the  knowledge of
Seller, threatened against or affecting Seller that pertains to the Restaurants,
any of the Assets or, to Seller's knowledge, the Real Property subject to Leases
before any court or by or before any governmental  body or arbitration  board or
tribunal nor is Seller aware of any facts which are likely to result in any such
action, suit,  investigation,  or proceeding.  Seller is not in violation of any
term of any judgment, decree, injunction, or order outstanding against it.

     3.11 Permits.  Seller has all material  Permits as are necessary to operate
the  Restaurants.  Seller  has  fulfilled  and  performed  all of  its  material
obligations  with respect to such Permits  and, to the  knowledge of 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. Except as set forth of Schedule
3.11, to the knowledge of Seller,  there is no pending or proposed  modification
of any Permit or other regulation or ordinance in any state, county,  municipal,
or other government unit affecting the Business in any material respect.

     3.12 Health and Safety Requirements.  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 in respect 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 is 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  concerning  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,  provisions
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
cover or benefit any of the employees engaged in the Business:

     (i)  "employee  benefit  plans," as defined in Section 3(3) of the Employee
Retirement Income Security Act of 1974, 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, forma or informal, which Sellers 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").

                                       15
<PAGE>
     (b) Seller has provided to Purchaser copies of all Seller Plans.

     (c) All  Seller  Plans  have been  operated,  administered,  and  funded in
compliance with the applicable provisions of ERISA, the Code, and all applicable
regulations  promulgated  thereunder (including the minimum funding requirements
of Section  302 of ERISA and  Section  412 of the Code).  Without  limiting  the
generality of the foregoing:

     (i) No  "reportable  event" (as such term is defined in Section  4043(a) of
ERISA) and no  transaction  described in Section 406 of ERISA has occurred  with
respect to any of the Seller Plans.

     (ii) There are no pending,  threatened,  or anticipated claims by, against,
or on behalf of the  Seller  Plans  other  than  uncontested  routine  claims by
participants  and  beneficiaries  for  benefits  due and owing  under the Seller
Plans.

     (iii) None of the Assets is subject to a lien pursuant to Section 302(f) or
Section 4068 of ERISA and no event has occurred  which could  subject any of the
Assets to any such lien.

     (iv)  Neither  the  Seller  nor any of its  affiliates  has  engaged in any
transaction  or is a successor to or parent  corporation  of any party which has
engaged in any  transaction  which could  subject it to liability  under Section
4069 of ERISA.

     (d) Seller has never sponsored,  maintained, made, or been required to make
contributions to a multi-employer plan as defined in Section 3(37) of ERISA.

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

     3.16  Employees.  Seller has not made any statements to its employees which
are  inconsistent  with the  provisions  of Sections  6.3(a),  6.3(b) or 6.3(c).


     3.17 Inventory. The inventory (including food, beverage, and liquor and all
paper  products) in each  Restaurant  consists of a quality  which is usable and
saleable in the ordinary course of business. Stocks of new uniforms and supplies
(including  carbon  dioxide,  matches,  filters,  balloons,  crayons,  and other
children's  novelties  and menus) are of a quantity  and  quality  customary  to
Seller's past practice.  All inventory,  uniforms,  and supplies are of a nature
and quality which complies with the Franchise Agreements.

     3.18 Accuracy of Schedules, Certificates, and Documents. No representation,
warranty,  or  covenant  by Seller in this  Agreement  (including  the  Exhibits
attached  hereto and the  Disclosure  Memorandum)  contains or will  contain any
untrue  statement  of material  fact or omits or will omit to state any material
fact  required  to be stated  herein or therein  necessary  in order to make the
statements  herein  or  therein  not  misleading.  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.


                        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 Leases
and Material Contracts, where the failure to do so would have a material adverse
affect on the operations of a Restaurant.

                                       16
<PAGE>
     4.2 Lease  Options.  Seller shall,  through the Closing Date,  exercise any
option  becoming  exercisable  under a Lease to extend  the term of such  Lease.


     4.3  Transfer of Licenses and Permits.  Seller  shall use  reasonable  best
efforts to cooperate in assisting  Purchaser with the assumption,  transfer,  or
reissuance of any and all Permits required for the operation of the Restaurants.


     4.4 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.

     4.5 Agreements Respecting Employees of Seller.

     (a) Prior to the  Effective  Time  without  the prior  written  approval of
Purchaser,  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
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.

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

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

     4.6 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  reasonable  best  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 they 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) continue to conduct the advertising activities and efforts as set forth
on Schedule 4.6;

     (ii) maintain the Assets  consistent  with past practices and in accordance
with the maintenance capital expenditure budget set forth on Schedule 4.6;

     (iii) continue to conduct on a timely basis all  Restaurant  remodeling and
refurbishments as set forth on Schedule 4.6, which Schedule shows the remodeling
and refurbishment activities of Seller with respect to the Territory as budgeted
by Seller;

     (iv) 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;

     (v) 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:

                                       17
<PAGE>
     (i) change in any material manner the ownership 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 described on Schedule 4.6,
which has been approved;

     (iii) mortgage, pledge, or subject to lien 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 and consistent with past practices;

     (vi)  establish  or adopt any new  "employee  benefit  plan" as  defined in
Section 3(3) of ERISA; or

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

     4.7 Access to  Information.  Seller  shall afford  Purchaser,  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 such  additional  financial and
operating data and other  information as Seller may possess and as Purchaser may
reasonably   request,   subject  to   Purchaser'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
with Seller and will be scheduled in a manner and with a frequency calculated to
cause the minimum disruption of the business of Seller.

     4.8 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  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  fifteen  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,  the  operations,   business,   prospects  or  condition  (financial  or
otherwise) of the Restaurant 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.

     4.9  Cooperation.  Insofar as such  conditions  are  within its  reasonable
control or  influence,  Seller  will use  reasonable  best  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

                                       18
<PAGE>
respect  to any Minor  Contract  even if the  failure  to so obtain a consent to
assignment  may result in a default or termination  thereunder.  Seller will use
reasonable  best  efforts  to  obtain  required  consents  of  landlords  to the
assignment of the Leases and shall bear any expenses  associated  with obtaining
such  consents;  however,  Seller shall not be required to make any payment to a
landlord (other than  reimbursement of expenses),  guarantee any Lease or remain
liable  for  the  payment  thereof  following  the  Closing,  or  agree  to  any
concessions or amendment to other leases or  arrangements  with such landlord in
order to obtain such consents.

     4.10 Subsequent  Contracts.  From the date of this Agreement to the Closing
Date,  Seller shall use  reasonable  best 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 providing 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
restaurant accounting,  POS system support, and/or other services related to the
Restaurants   as  mutually   agreed  upon  between  Seller  and  Purchaser  (the
"Services").  Purchaser  shall give Seller  notice of the Services  requested at
least thirty days prior to Closing.  The Services shall be provided  promptly as
requested  and shall be  provided i the same manner and with the same or similar
personnel as Seller  previously  utilized.  Purchaser  may extend the period for
which the  Services  will be  provided  for up to sixty  days by giving at least
forty-five days prior written notice to Seller.

     (b) Purchaser  will pay for the Services on a monthly  basis.  The Services
will be provided for an agreed upon fixed fee.

     4.12  Delivery of Real Estate  Documents.  Within five business days of the
date hereof Seller shall provide to Purchaser  legal  descriptions  of the Owned
Real  Property  and copies of all surveys,  title  policies,  and  environmental
reports   pertaining  to  the  Owned  Real  Property  in  Seller's   possession.


     4.13  Equipment  Leases and Liens.  (a) Prior to or at the Closing,  Seller
shall purchase all equipment and other tangible  personal  property  customarily
located in the  Restaurants  or on the Real  Property or used  exclusively  with
respect  to the  Business  that is subject to any  equipment  or other  personal
property lease (other than immaterial  personal property such as a postage meter
or copying machine  separately  subject to a Minor Contract).  Title to all such
property so acquired shall be transferred to Purchaser at Closing free and clear
of any lien, security interest, claim, or other encumbrance.

     (b) Seller shall satisfy any and all claims for mechanic's or materialmen's
liens against the Real Property or any part thereof on or prior to Closing.

     (c)  Prior to or at the  Closing,  Seller  shall  cause to be  removed  any
security deed, deed of trust, security interest, lien, or other encumbrance upon
the Owned Real Property or any other Asset that secures any loan, debt, or other
financing obligation.

                                       19
<PAGE>
              ARTICLE V REPRESENTATIONS AND WARRANTIES OF PURCHASER

     Purchaser hereby represents and warrants to Sellers as follows:

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

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

     5.3  Validity.  This  Agreement  has been duly  executed  and  delivered by
Purchaser,   and  constitutes  the  legal,  valid,  and  binding  obligation  of
Purchaser,  enforceable  against it 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,  and the Indemnification  Agreement have been executed and
delivered in accordance  with this  Agreement,  they will  constitute the legal,
valid, and binding obligation of Purchaser, enforceable in accordance with their
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.  Purchaser is not 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,  subject
to Purchaser's  right,  in good faith, to contest the amount or validity of such
obligation 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;  provided,  however,  that this Agreement is intended only for the
benefit of the parties hereto and neither this Agreement, nor any of the rights,
interests,  or obligations  hereunder,  is intended for the benefit of any other
Person.

     6.2 Confidentiality.  In connection with the negotiation of this Agreement,
Seller may disclose  Confidential  Information,  as defined below, to Purchaser.
Purchaser  agrees  that  if  the  transactions   contemplated   herein  are  not
consummated,   it  will  return  to  Seller  all  documents  and  other  written
information   furnished  to  it.  Purchaser   further  agrees  to  maintain  the
confidentiality  of any and  all  Confidential  Information  of  Seller  and not
disclose any  Confidential  Information  to any Person othe than its  employees,
agents, attorneys,  lenders, and accountants in connection with the transactions
contemplated  hereby or use such Confidential  Information for financial gain or
in any manner adverse to Seller;  provided,  however, the foregoing  obligations
shall not apply to (i) any information which was known by Purchaser prior to its
disclosure by Seller;  (ii) any information which was in the public domain prior

                                       20
<PAGE>
to the disclosure  thereof;  (iii) any  information  which comes into the public
domain through no fault of Purchaser; (iv) any information which is disclosed to
Purchaser 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  and (b)
derives  economic value,  actual or potential,  fro 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.

     6.3 Seller Employees.

     (a)  Purchaser  shall  offer  employment  to all ADI  Personnel  as to whom
Purchaser has been  furnished all  employment  records at Closing upon terms and
conditions  substantially  equivalent  to those  provided  by  Seller;  however,
Purchaser  shall not be required to provide stock options or any stock  purchase
rights. For a period of twelve months following the Closing, Purchaser shall not
hire any person who was an employee of Seller or any subsidiary of Seller within
the previous three month (other than ADI Personnel) and for a period of eighteen
months  following the Closing.  Purchaser  shall not solicit for  employment any
person who is an employee of Seller or any subsidiary of Seller.

     (b) Each of the ADI Personnel offered employment pursuant to Section 6.3(a)
shall be offered  employment by Purchaser as an "at will"  employee of Purchaser
to perform such duties as  Purchaser  may assign to such  employee  from time to
time.  Each such  employee  shall be  subject  to the same  rules  and  policies
applicable  to  Purchaser's  current  employees  with respect to all  employment
related  matters  including   retention,   disciplinary   action,   termination,
promotion,  compensation,  and except as otherwise  provided in this  Agreement,
benefits.  Each party  hereby  represents  to the other party that  neither such
party nor any of its officers or directors  has made any  representation  to any
such employee which is materially inconsistent with the foregoing.


     (c) The covenants of Purchaser contained in this Section are made solely to
Seller.  Nothing contained in this Section gives or shall be construed as giving
any employee of Seller,  including  ADI  Personnel,  any right to be employed by
Purchaser in any  capacity,  for any rate of  compensation  or for any period of
time.  No employee of Seller,  including  ADI  Personnel,  shall be considered a
third party beneficiary of the covenants of Purchaser  contained in this Section
and  Purchaser  shall have no liability to any employee on account of its breach
of any such covenants.

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

     (e) Purchaser agrees with respect to ADI Personnel hired by Purchaser:  (i)
to give such employees credit under Purchaser's  benefits plans,  programs,  and
arrangements,  including  credit for accrued  vacation which has been charged to
Seller under  Section 2.3,  for such  employees'  period of service with Seller,

                                       21
<PAGE>
provided   that  such  credit  shall  only  be  taken  into  account  under  any
tax-qualified  plan  maintained  by Purchaser 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
Purchaser'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,  Purchaser  shall use reasonable best 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,  Purchaser  will (i) use its  reasonable  best efforts to
obtain a signed  commitment  letter  for  financing  in  substantially  the form
attached hereto as Exhibit "H" from the lender  referenced  therein  ("Financing
Commitment")  and to obtain  financing  from such  lender on the terms set forth
therein,  (ii) promptly  provide  Franchisor  with all  information  required by
Franchisor to determine  whether Purchaser will be approved as a franchisee with
respect to the Territory,  (iii) actively pursue an agreement with Franchisor as
to the principal terms of franchise and  development  agreements with respect to
the Territory,  and (iv) file all documents  required to obtain  approval of the
transactions  contemplated  hereby  under the HSR Act within 15 days of the date
hereof.


               ARTICLE VII - CONDITIONS PRECEDENT TO THE CLOSING

     7.1 Title Examination and Property Inspection.  (a) Purchaser shall have 30
days  following  the later of the date of this  Agreement  or the receipt of the
documents referred to in Section 4.12 (the "Title Inspection  Period") to obtain
and  review  (i)  current   ALTA/ASCM   as-built  surveys  and  title  insurance
commitments  with  respect  to the Owned  Real  Property  ("Owner's  Title  ALTA
Commitments") pursuant to which the Title Company will agree to issue at Closing
owner's policies of title insurance  ("Owner's Title Policies") on American Land
Title Association  standard Form B-1970,  without  exceptions except as shown in
the Owner's Title ALTA Commitments,  to be issued by a reputable title insurance
company  of  Purchaser's  choice and  reasonably  acceptable  to Seller  ("Title
Company") in an amount in the case of each parcel  equal to the  purchase  price
allocated to such parcel of the Owned Real Property pursuant to Section 2.7, and
(ii) current  ALTA/ASCM  as-built  surveys and title  insurance  commitments wit
respect to the Real Property subject to a Lease (collectively,  the "Leased Real
Property") (the "Lessee Title  Commitments",  and collectively  with the Owner's
Title ALTA  Commitments,  the "Title  Commitments")  pursuant to which the Title
Company  will agree to issue at Closing  lessee's  policies  of title  insurance
("Lessee's Title Policies") on American Land Title Association  standard form of
leasehold  owner's  policy to insure  leasehold  estates,  showing no exceptions
except as shown in the Lessee  Title  Commitments.  The Owner's  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 Owned Real  Property,  subject only to the Permitted
Encumbrances  or encumbrances  arising out of acts of the insured.  The Lessee's
Title  Policies  shall  insure the  Purchaser  that,  upon  consummation  of the
transactions herein  contemplated,  Purchaser will be vested with a good, valid,
marketable  and insurable  leasehold  estate in and to the Leased Real Property,
subject only to the Permitted Encumbrances. Seller and Purchaser shall take such
steps as may be necessary  to cause the deletion of all the standard  exceptions
within the Title Policies for mechanic's and materialmen's  liens and the survey

                                       22
<PAGE>
exceptions. Purchaser shall have until the end of the Title Inspection Period in
which  to  furnish  Seller a  written  statement  of  objections  to any  title,
ordinance, zoning, or survey matter ( Material Objections"). Any requirements of
Schedule B-1 of the Title  Commitments,  to the extent not within the control of
Purchaser,  shall  automatically  be considered as 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 Material  Objections  and elect to close (in which case the subject of
such  Material  Objections  shall be  deemed  Permitted  Encumbrances),  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  along  with  all  other
encumbrances  of record as of the effective  date of the Title  Commitments  not
objected to by  Purchaser  shall be deemed  waived by  Purchaser  and shall be a
Permitted   Encumbrance.   Any  easement,   restriction,   covenant,  and  other
encumbrance  which  becomes an  exception  to title  after the date of the Title
Commitments  and prior to the Closing  shall upon notice to Seller in writing be
considered a Material Objection. The parties acknowledge that some of the Leased
Real Property may be located in shopping centers, and as such, unless the leased
premises  are a free  standing  building  located on a separate pad with its own
legal  description  ("Free Standing  Premises") the Lessee Title Commitments for
such Leased Real Property will contain encumbrances for entire shopping centers.
Notwithstanding  anything to the contrary  contained herein,  while Lessee Title
Commitments will be delivered for such Leased Real Property,  no surveys will be
delivered  for Leases unless such Leases are for Free  Standing  Premises.  With
respect to Leased Real Property other than Free Standing Premises, Purchaser may
not object to title encumbraces for such Leased Real Property that do not affect
the premises leased under the Leases or tenant's rights under such Leases, which
such encumbrances shall be deemed to be Permitted Encumbrances.

     (b) Property Inspection.

     (i) 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;  provided,  however,  that (A) 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 manner whatsoever or disturb or interfere with the rights of any
lessor of Leased  Real  Property;  provided,  however,  that  Seller  agrees and
acknowledges that Purchaser's  activities may, upon reasonable notice to Seller,
involve soil borings and samplings and similar invasive procedures that will not
adversely  affect  operations  of  the  Restaurants  or  affect  the  structural
integrity of the Real Property; (B) in the event the Real Property is altered or
disturbed in any manner in connection with any Purchaser's Activities, Purchaser
shall  promptly  return the Real  Property  t the  condition  existing  prior to
Purchaser's  Activities;  (C) 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 (D)
Purchaser shall indemnify, defend, and hold Seller harmless from and against any
and all claims, liabilities, damages, losses, costs, and expenses of any kind or
nature whatsoever (including, without limitation,  attorneys' fees, and expenses

                                       23
<PAGE>
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 testing 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;  provided,  however,  that
Purchaser  shall have the right to undertake and conduct a "Phase II" evaluation
or other evaluation  Purchaser deems necessary on the Real Property on which the
Bristol, Tennessee Restaurant is located.

     (ii)  Purchaser  shall have until the date which is thirty  (30) days after
the date of this Agreement  (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 is
suitable and satisfactory to Purchaser and can be used for Applebee's  franchise
restaurants.  In the event Purchaser shall in good faith determine that the Real
Property is not 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).

     (iii) Prior to any entry by Purchaser or any of Purchaser's  Designees onto
the Real Property,  Purchaser shall: (A) 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 than  $1,000,000.00;  and (B) deliver to
Seller a Certificate  of Insurance,  evidencing  that such insurance is in force
and effect,  and evidencing  that Selle 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 (A) the  termination  of this  Agreement  and the  conclusion  of all
Purchaser's Activities; or (B) Closing.

     (iv) 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  Conditions  to  Closing.  The  obligations  of  Purchaser
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,  be
waived: 

     (a)  Subject to the  matters  disclosed  in the  Disclosure  Memorandum  as
supplemented  by Seller  from time to time to  reflect  any event or  occurrence
after the date hereof,  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.

                                       24
<PAGE>
     (d) Seller  shall have  obtained and  delivered  to Purchaser  all consents
necessary  to  transfer  and assign the Assets  (except for Minor  Contract)  to
Purchaser.

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

     (f) Purchaser shall have obtained,  either from Seller or directly from the
issuing  authority,  all  permits,  licenses,  including  liquor  licenses,  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.

     (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 the financing described on Exhibit "H" or
other financing reasonably acceptable to Purchaser and the lender providing such
financing shall be prepared and willing to fund.

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

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

     (k)  There  shall  be no  material  adverse  change  in the  Assets  or the
operations  of the  Seller  at the  Restaurants  or the  business  prospects  or
financial  condition of the Business  from the date hereof to the Closing  Date;
provided  that (i) any such  adverse  change  must  affect  more  than 5% of the
Restaurants  or must result in a decrease in the aggregate  monthly sales of all
the  Restaurants  taken as a group by 10% or more when  compared  to the average
monthly sales for the last three full calendar months ended immediately prior to
the date of this  Agreement,  and (ii) any adverse  change in the  business  and
financial  condition of the  Restaurants  resulting  from  national and regional
economic  conditions,  events,  or other  factors  affecting  the casual  dining
restaurant  industry in general,  or the Applebee's system in particular,  shall
not be deemed to be a material adverse change hereunder.

     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 shall have delivered to Seller a
certificate to such effect dated as of the Closing Date.

     (b) Purchaser  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 Purchaser 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;  provided,  however,  that
this  condition  shall not apply if  Purchaser  shall  indemnify  Seller for any
liability  in excess of  $25,000  resulting  from the  failure  to  receive  any
Consent.

                                       25
<PAGE>
     (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 VIII - ARBITRATION

     8.1 Settlement of Disputes.

     (a)  Arbitration.  All disputes and  controversies of every kind and nature
between the parties hereto  arising out of or in connection  with this Agreement
or the  transactions  contemplated  hereby  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  ("AAA"). 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 Birmingham,  Alabama (in the
case of arbitration initiated by Seller) or in Atlanta,  Georgia (in the case of
arbitration  initiated by Purchaser)  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  Georgia  (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  8.1 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 8.1 to the
contrary,  either 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.

     (a) This Agreement may be terminated as follows:

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

                                       26
<PAGE>
     (ii) By Purchaser pursuant to Section 7.1;

     (iii) By Seller if  Purchaser  shall not (i) have  obtained  and provided a
copy of an executed Financing Commitment to Seller within ten days from the date
hereof;  provided  however that such ten day period shall not apply to financing
with respect to the Real Property upon which the Bristol,  Tennessee  Restaurant
is  located,  (ii) been  approved  hereof as a  franchisee  with  respect to the
Territory by Franchisor  within twenty days from the date hereof,  (iii) reached
agreement with Franchisor as to a development  schedule and other material terms
of franchise and  development  agreements  with respect to the Territory  within
twenty days from the date hereof; or

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

     (b) In the event of the  termination of this Agreement  pursuant to Section
9.1 (a)(iv)  above because  Seller or Purchaser,  as the case may be, shall have
willingly  failed to fulfill its obligations  hereunder,  the other party shall,
subject to Article  VIII, 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 as provided herein, then except for the
provisions  of Section  6.2,  Article  VIII,  and  Article X hereof  which shall
survive  termination  of this  Agreement,  no party shall have any  liability or
further  obligation to any other party hereto,  except that nothing contained in
this Section 9.1 shall  relieve any party from  liability for any breach of this
Agreement.  The  provisions  of Article  VIII hereof  shall be  applicable  with
respect to any such breach o claimed breach.


                            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) Purchaser shall pay all filing fees required under the HSR Act.

     (c) Purchaser shall pay the costs of obtaining title insurance with respect
to the Real Property and all transfer,  intangible,  recording,  and documentary
taxes,  stamps, and fees with respect to the transfer of the Owned Real Property
and the  Leases.  Purchaser  shall  also  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) The parties 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.

     (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

                                       27
<PAGE>
forth the  entire  understanding  of the  parties  hereto  with  respect  to the
transactions contemplated hereby and together with the Indemnification Agreement
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 Memorandum, or any certificate delivered pursuant
to this Agreement.

     10.3  Assignment  and Binding  Effect.  This  Agreement may not be assigned
prior to the Closing by any party hereto  without the prior  written  consent of
the other party.  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: 



                                       28

<PAGE>

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:

Quality Restaurant Concepts, L.L.C.       Berkowitz, Lefkovits, Isom & 
                                             Kushner, A Professional Corporation
822 Columbiana Road                       Suite 1600
Birmingham, Alabama  35209                420 Twentieth Street North
Attention:  Fred Gustin                   Birmingham, Alabama  35203
                Fax:  205-290-9265        Attention:  Barry S. Marks, Esq.
                                          Fax:  205-322-8007

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



                                       29
<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 in
any other jurisdiction. 

     10.9 Public  Announcements.  Purchaser and Seller 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  Construction.  The parties hereto have  participated  jointly in the
negotiation and drafting of this  Agreement.  In the event that any ambiguity or
question of intent or interpretation  arises,  this Agreement shall be construed
as if drafted  jointly by the  parties  hereto and no  presumption  or burden of
proof shall  arise  favoring or  disfavoring  any party  hereto by virtue of the
authorship of any of the provisions of this Agreement.

     10.11  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(a)(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.  SELLER SHALL SELL AND CONVEY TO PURCHASER,  AND
PURCHASER SHALL ACCEPT, THE ASSETS "AS IS", "WHERE IS", AND WITH ALL FAULTS, AND
THERE ARE NO ORAL AGREEMENTS,  WARRANTIES OR  REPRESENTATIONS,  COLLATERAL TO OR
AFFECTING  THE  ASSETS  BY  SELLER  OR ANY THIRD  PARTY.  WITHOUT  LIMITING  THE
GENERALITY OF THE FOREGOING, 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 HAZARDOU MATERIAL,  OR THAT THE USE OR SALE OF
ANY OF THE ASSETS WILL NOT VIOLATE THE COPYRIGHT,  TRADEMARK OR PATENT RIGHTS OF
ANY PERSON.  THE TERMS AND  CONDITIONS  OF THIS SECTION  10.11 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.

     10.12 Purchaser's Right to Rely.  NOTWITHSTANDING  ANYTHING IN THE FORGOING
TO THE CONTRARY,  PURCHASER'S INSPECTIONS AND INVESTIGATIONS OF THE ASSETS SHALL
NOT IN  ANY  WAY  OBVIATE  OR  HAVE  ANY  EFFECT  ON  SELLER'S  REPRESENTATIONS,
WARRANTIES,  AND COVENANTS  MADE HEREIN.  FURTHER,  ANY  DISCLOSURE BY SELLER OR
SELLER'S  EMPLOYEES  OR  AGENTS,  OTHER  THAN  A  DISCLOSURE  APPEARING  ON  THE
DISCLOSURE  MEMORANDUM  SHALL  NOT IN ANY WAY  OBVIATE  OR HAVE  ANY  EFFECT  ON
SELLER'S REPRESENTATIONS, WARRANTIES, AND COVENANTS MADE HEREIN.

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

                                       30
<PAGE>
     10.14  Steel  Building  Materials.  If Seller  is unable to cancel  without
penalty its obligation to purchase the steel building materials which Seller has
ordered for a future Jackson, Mississippi restaurant (the "Building Materials"),
Seller shall sell,  transfer,  assign,  and deliver to Purchaser all of Seller's
right,  title,  and  interest in the  Building  Materials  at the Closing for no
additional  payment,  and the Building  Material  shall be deemed to  constitute
"Assets"  for all  purposes of this  Agreement.  If Seller is able to cancel its
contract for the Building  Materials,  the Purchase  Price  payable  pursuant to
Section 2.3 hereof will be  decreased  by the amount of $10,000 and the Building
Materials shall not be deemed to constitute "Assets" for purposes hereof.

     10.15  Bristol  Restaurant.  If  (i)  Purchaser  shall  have  obtained  the
financing  described on Exhibit H or other  financing  reasonably  acceptable to
Purchaser  by or prior to the  Closing  Date but (ii)  such  financing  does not
include  financing for the purchase of the Real Property upon which the Bristol,
Tennessee  Restaurant  is located and  Purchaser,  after  exercising  reasonable
commercial  efforts, is unable to obtain financing for the purchase of such Real
Property upon terms at least as favorable to Purchaser as the financing obtained
in item (i) of this sentence, at the Closing each of the following shall occur:

     (a) The  definitions  of "Assets" and "Owned Real  Property" in Section 1.1
shall be modified to exclude the Real  Property  (but not the  improvements)  on
which the Bristol Restaurant is located, and every other definition,  provision,
exhibit,  and  schedule  of this  Agreement  shall  be  modified  to the  extent
necessary to reflect such exclusion of the Bristol Restaurant Real Property from
the definitions of "Assets" and "Owned Real Property;"  provided  however,  that
(i) the definition of "Restaurants shall not be modified, (ii) the definition of
"Real  Property"  shall  continue  to include the real  property  upon which the
Bristol   Restaurant   is  located,   and  (iii)  solely  for  purposes  of  the
representations and warranties contained in Sections 3.9, 3.10, and 3.12 hereof,
"Assets"  shall  continue  to include the Real  Property  upon which the Bristol
Restaurant is located.

     (b) The Purchase  Price payable  pursuant to Section 2.3 shall be decreased
by the amount of $374,000.

     (c) Seller shall,  or shall arrange for another Person having fee ownership
of the Bristol  Restaurant  to, enter into a ground lease with Purchaser for the
Real Property on which the Bristol  Restaurant  is located at the Closing.  Such
ground lease shall:  (i) be for a term of twenty  years,  (ii) have rent payable
thereunder at the rate of $31,790 per year,  payable  monthly in advance,  (iii)
contain a  purchase  option  for  Purchaser  for an  initial  purchase  price of
$374,000,  such  purchase  price to be  increased  by 2% per year for each  year
subsequent to the fifth year of the term of the lease, (iv) permit the Seller or
other   landlord   thereof  to  freely  assign  the  property   subject  to  the
nondisturbance of Purchaser's  leasehold interest,  (v) contain such other terms
and  conditions  as are  customary for a ground lease in the State of Tennessee,
and (vi) require Seller, or such other Person constituting the ground lessor, to
consent to the  assignment of such ground lease by the Purchaser to  Purchaser's
lender or lenders as security for Purchaser's financing and to take such further
actions in connection with such consent as Purchaser may reasonably request.


                                       31

<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:


                                             QUALITY RESTAURANT CONCEPTS, L.L.C.

                                                      By:

                                                      By:
                                                      Name:
                                                      Title:







                                       32
<PAGE>




     Apple South agrees to  supplementally  furnish to the  Commission a copy of
any  omitted  exhibit or  schedule  to this  Agreement  upon the  request of the
Commission.  The  following  is a list briefly  identifying  the contents of all
omitted exhibits and schedules:



                            EXHIBIT TABLE OF CONTENTS



EXHIBIT                  TITLE

     A                   Bill of Sale and Assignment Agreement

     B                   Deeds (Mississippi and Tennessee)

     C                   Form of Indemnification Agreement

     D                   Form of Note

     E                   Language for Closing Certificate

     F                   Opinion of Seller's Counsel

     G                   Opinion of Purchaser's Counsel

     H                   Lender's Commitment Letter







                                       33
<PAGE>







                              DISCLOSURE MEMORANDUM



                                Table of Contents


Schedule             Title

1.1A                 Description of Leases

1.1B                 Material Contracts

1.1C                 Legal Description

1.1D                 Territory

2.3                  Adjustment to Purchase Price

2.7                  Allocation of Purchase Price

3.3                  Leases and Material Contracts acquiring
                      consents of third parties

3.7                  Location and Ownership of Restaurants

3.8                  Financial Statements

3.10                 Litigation

3.11                 Pending modifications to Permits or Laws

3.15                 Seller Plans

4.6                  Advertising, Maintenance Capital Expenditure Budget, 
                         Remodeling and Refurbishing Budget, Stay-Bonus Plan



                                       34