AMENDED AND RESTATED PURCHASE AGREEMENT
                     ---------------------------------------


            This Amended and Restated  Purchase  Agreement (the  "Agreement") is
made and  entered  into as of this 14th day of May 1997,  by and  between  Rall-
Folks,  Inc.,  a  Georgia  corporation  ("Rall-Folks"),  and  Checkers  Drive-In
Restaurants,  Inc., a Delaware corporation ("Checkers"), and amends and restates
in its entirety that certain Purchase Agreement between Rall-Folks and Checkers,
dated as of August 2, 1995, as amended by Amendment No. 1 to Purchase Agreement,
dated as of October 20, 1995, Amendment No. 2 to Purchase Agreement, dated as of
April 11, 1996, and Amendment No. 3 to Purchase Agreement,  dated as of June 12,
1996.
                             W I T N E S S E T H:
                             - - - - - - - - - -
 
            WHEREAS,  Rall-Folks holds three promissory notes of Checkers,  each
dated May 4, 1994, in the original principal amounts of $1,793,891,  $71,036 and
30,536 (the "Notes"); and

            WHEREAS,  Checkers  desires  to  acquire  the Notes and Rall-  Folks
desires  to sell the  Notes to  Checkers,  upon the  terms  and  subject  to the
conditions set forth in this Agreement.

            NOW,  THEREFORE,  in  consideration  of  the  premises,  the  mutual
representations, warranties, covenants and agreements hereinafter contained, and
other good and valuable  consideration  the receipt and sufficiency of which are
hereby  acknowledged,  and intending to be legally  bound,  the parties agree as
follows:


                                   ARTICLE I.
                                   ----------

                                PURCHASE AND SALE
                                -----------------

           1.01  PURCHASE  AND SALE OF THE NOTES.  Subject to and upon the terms
and  conditions  hereinafter  set forth and the  representations  and warranties
contained  herein,  Checkers agrees to purchase from Rall-Folks,  and Rall-Folks
agrees to sell, assign,  transfer and deliver to Checkers, free and clear of any
and all liens,  encumbrances,  liabilities,  claims, charges and restrictions of
any kind or nature  whatsoever,  all of Rall-Folks's  right,  title and interest
(which will be good, valid and complete) in and to the Notes.

           1.02  NON-ASSUMPTION  OF LIABILITIES.  None of the provisions of this
Agreement  will be deemed to create any  obligation  or liability of Checkers to
any  person or entity  that is not a party to this  Agreement,  whether  under a
third-party beneficiary theory, successor liability theory or otherwise.





<PAGE>



                                   ARTICLE II

                                 PURCHASE PRICE

           2.01 PURCHASE  PRICE.  The aggregate  purchase  price (the  "Purchase
Price")  payable to  Rall-Folks  for the Notes will be equal to the  outstanding
balance (principal and accrued interest) due under the Notes on the Closing Date
(as hereinafter defined) payable in shares of the common stock of Checkers,  par
value $.001 per share ("Common  Stock").  The number of shares to be issued (the
"Stock  Payment")  shall be equal  to the  amount  determined  by  dividing  the
Purchase Price by the arithmetic  average  (rounded to the nearest penny) of the
closing sale price per share of the Common Stock as reported on the Nasdaq Stock
Market's  National  Market for the five full  trading  days  ending on the third
business day  immediately  preceding  the Closing  Date, as reported in The Wall
Street Journal.

           2.02 DELIVERY OF SHARES.  On the Closing Date,  Checkers will deliver
one or more  certificates in the name of Rall-Folks  representing  the shares of
Common Stock constituting the Stock Payment.

           2.03 NO FRACTIONAL SHARES. Notwithstanding anything contained in this
Agreement to the contrary,  neither certificates nor scrip for fractional shares
of the Common Stock shall be issued as part of the Stock  Payment.  In the event
that the  number  of  shares  of Common  Stock  constituting  the Stock  Payment
includes a fractional share, the number of shares shall be rounded up or down to
the nearest whole number of shares.


                                   ARTICLE III

                  REPRESENTATIONS AND WARRANTIES OF RALL-FOLKS

            Rall-Folks  represents and warrants to Checkers (each of which shall
be deemed material and independently relied upon by Checkers) as follows:

           3.01  ORGANIZATION  AND STANDING.  Rall-Folks  is a corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Georgia  with  full  power  and  authority  to own its  properties  and  assets.
Rall-Folks  is in good  standing  and duly  qualified  to conduct  business as a
foreign  corporation  in each of the  jurisdictions  in which the  nature of its
business or the ownership of its properties  requires such  qualification and in
which  failure to be so qualified  would have a material  adverse  effect on the
business, operations, assets, financial position or prospects of Rall-Folks.










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<PAGE>



           3.02  CORPORATE  AUTHORITY.  Subject to receipt of the  approval  and
consent of the  stockholders  of  Rall-Folks  and the consent of First  Citizens
Bank, Newnan, Georgia ("First Citizens Bank"), Rall-Folks has the full power and
authority  to enter  into and  perform  this  Agreement  and to  consummate  the
transactions contemplated herein in accordance with the terms of this Agreement.
Compliance with the terms and conditions hereof will not (i) violate or conflict
with any provision of the  Rall-Folks  Articles of  Incorporation  or Rall-Folks
By-laws or any constitution,  statute, regulation,  rule, injunction,  judgment,
order,  decree,   ruling,  charge  or  other  restrictions  of  any  government,
governmental  agency or court to which Rall-Folks is subject, or (ii) subject to
the consent of First Citizens  Bank,  result in the breach or termination of any
provision  of, result in the  acceleration  of, create in any party the right to
accelerate,  terminate,  modify or cancel,  require any notice or  constitute  a
breach or default under any note,  bond,  indenture,  lease,  agreement or other
instrument or  obligation to which  Rall-Folks is a party or by which any of the
properties  or  assets of  Rall-Folks  may be  subject,  bound or  affected.  No
authorization,  consent or approval of any public body or authority is necessary
to the validity of the  transactions  contemplated by this Agreement  except for
the consent of the  stockholders  of  Rall-Folks.  Rall-Folks is not otherwise a
party to any  contract  or subject  to any other  legal  restriction  that would
prevent or restrict  complete  fulfillment by Rall-Folks of all of the terms and
conditions of this Agreement or compliance with any of the obligations under it.

           3.03 CORPORATE AUTHORIZATION. Other than obtaining the consent of the
stockholders of Rall-Folks, Rall-Folks has taken all necessary corporate actions
to  authorize  and approve  the  execution,  delivery  and  performance  of this
Agreement and the transactions  contemplated  hereby (including  approval by the
Board of Directors of Rall-Folks). This Agreement constitutes a legal, valid and
binding obligation of Rall-Folks,  enforceable  against Rall-Folks in accordance
with its terms.

           3.04  TITLE TO THE NOTES.  Rall-Folks  has good,  valid and  complete
title to the Notes,  subject to the rights of First Citizens Bank, as pledgee of
the Notes.

           3.05  LITIGATION  AND  DISPUTES.  There is no  claim,  litigation  or
proceeding pending or, to the knowledge of Rall- Folks,  threatened,  against or
with  respect to  Rall-Folks,  and there exists no basis or grounds for any such
suit,  action,  proceeding,  claim or investigation,  which affects the title or
interest of  Rall-Folks  to or in the Notes or which would prevent or affect the
consummation of the transactions contemplated by this Agreement by Rall-Folks.












                                       -3-



<PAGE>



           3.06  REGISTRATION  STATEMENT.  None  of  the  information  regarding
Rall-Folks  supplied or to be supplied by  Rall-Folks  for  inclusion (i) in the
Registration  Statement  (as  hereinafter  defined)  or any Resale  Registration
Statement (as  hereinafter  defined) to be filed by Checkers with the Securities
and Exchange  Commission  ("SEC") in  connection  with the  registration  of the
Common Stock issued  hereunder,  or (ii) in any other documents to be filed with
the SEC or any other  regulatory  authority in connection with the  transactions
contemplated  in this  Agreement,  as the same may be updated by written  notice
from  Rall-Folks to Checkers from time to time, will at the respective time such
documents are filed and, in the case of the Registration Statement or any Resale
Registration  Statement,  when it becomes effective, be false or misleading with
respect to any material  fact, or omit to state any material  fact  necessary in
order to make the statements therein not misleading.


                                   ARTICLE IV

                             [INTENTIONALLY DELETED]


                                    ARTICLE V

                   REPRESENTATIONS AND WARRANTIES OF CHECKERS

            Checkers  represents and warrants to Rall-Folks (each of which shall
be deemed material and independently relied upon by Rall-Folks) as follows:

           5.01  ORGANIZATION  AND  STANDING.  Checkers  is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Delaware with full power and authority to own its  properties  and assets and to
conduct its business as now conducted or proposed to be  conducted.  Checkers is
in good standing and duly qualified to conduct business as a foreign corporation
in  each of the  jurisdictions  in  which  the  nature  of its  business  or the
ownership of its properties  requires such qualification and in which failure to
be  so  qualified  would  have  a  material  adverse  effect  on  the  business,
operations, assets, financial position or prospects of Checkers.

           5.02 CORPORATE  AUTHORITY.  Checkers has the full power and authority
to enter into and perform this  Agreement  and to  consummate  the  transactions
contemplated  herein in accordance with the terms of this Agreement.  Compliance
with the terms and  conditions  hereof  will not  violate or  conflict  with any
provision of Checkers'  Restated  Certificate of Incorporation or By-laws or any
constitution,  statute, regulation,  rule, injunction,  judgment, order, decree,









                                       -4-


<PAGE>


ruling,  charge or other restrictions of any government,  governmental agency or
court to which Checkers is subject or result in the breach or termination of any
provision  of, result in the  acceleration  of, create in any party the right to
accelerate,  terminate,  modify or cancel,  require any notice or  constitute  a
breach or default under any note,  bond,  indenture,  lease,  agreement or other
instrument  or  obligation  to which  Checkers is a party or by which any of the
properties  or  assets  of  Checkers  may be  subject,  bound or  affected.  All
necessary  approvals  of  the  parties  under  any  contracts,   commitments  or
understandings  to which  Checkers  is a party or any other  person  required to
permit the consummation on the part of Checkers of the transactions contemplated
in this Agreement  (other than the approval of the SEC to the  effectiveness  of
the  Registration  Statement)  have been  obtained by Checkers.  Checkers is not
otherwise a party to any contract or subject to any other legal restriction that
would prevent or restrict  complete  fulfillment by Checkers of all of the terms
and conditions of this Agreement or compliance with any of the obligations under
it.

           5.03  CORPORATE  AUTHORIZATION.  Checkers  has  taken  all  necessary
corporate  actions  to  authorize  and  approve  the  execution,   delivery  and
performance  of  this  Agreement  and  the  transactions   contemplated   hereby
(including  approval by the Board of  Directors  of  Checkers).  This  Agreement
constitutes  a legal,  valid and binding  obligation  of  Checkers,  enforceable
against Checkers in accordance with its terms.

           5.04 CAPITALIZATION.  As of May 1, 1997, the authorized capital stock
of  Checkers  consisted  of (i)  100,000,000  shares of Common  Stock,  of which
60,540,409  shares were issued and  outstanding,  and (ii)  2,000,000  shares of
preferred  stock,  $.001 par value per share, of which 87,719 shares were issued
and outstanding.  All of the issued and outstanding  shares of Common Stock are,
and all of the shares of Common Stock to be issued  hereunder  will be,  validly
issued, fully paid, nonassessable and outstanding and not issued in violation of
the preemptive rights of any stockholder.

           5.05 REQUIRED CONSENTS.  Except for the registration of the shares of
Common Stock to be issued  hereunder with the SEC and under any applicable state
blue sky laws,  no consents or approvals of any public body or authority  and no
consents  or  waivers  from  any  other  parties  to  any  agreements  or  other
instruments are required for the lawful  consummation on the part of Checkers of
the transactions contemplated by this Agreement.

           5.06 REGISTRATION STATEMENT.  None of the information included (i) in
the Registration  Statement or any Resale Registration Statement and (ii) in any
other  documents  to be  filed  with  the  SEC or any  regulatory  authority  in
connection  with the  transactions  contemplated  in this  Agreement will at the







                                    -5-



<PAGE>


respective  time such  documents are filed and, in the case of the  Registration
Statement or any Resale Registration  Statement,  when it becomes effective,  be
false or  misleading  with  respect to any material  fact,  or omit to state any
material fact necessary in order to make the statements  therein not misleading,
except  that no  representation  or  warranty  is being  made  with  respect  to
information  supplied by  Rall-Folks  to Checkers  for  inclusion  therein.  All
documents  which  Checkers  is  responsible  for  filing  with  the  SEC and any
regulatory authority in connection with the Registration Statement or any Resale
Registration  Statement will comply as to form in all material respects with the
provisions of applicable law.


                                   ARTICLE VI

                              COVENANTS OF CHECKERS

            Checkers covenants to Rall-Folks as follows:

           6.01  REGISTERED  SHARES.  The shares of Common Stock to be issued to
Rall-Folks  pursuant  to  Section  2.01 of this  Agreement  shall be  issued  in
accordance with the registration  requirements of the Securities Act of 1933, as
amended  (the  "1933  Act") and  listed on the Nasdaq  Stock  Market's  National
Market. Checkers shall remain in compliance with SEC Rule 144(c).

           6.02  PREPARATION OF THE REGISTRATION  STATEMENT.  On or before April
22, 1996, Checkers shall prepare and file with the SEC a registration  statement
on Form S-4 (including the related prospectus),  and required amendments thereto
or  supplements  to  any  prospectus   contained   therein  (the   "Registration
Statement"), relating to the issuance of the shares of Common Stock contemplated
to  be  issued  under  Section  2.01  of  this  Agreement,  and  shall  use  its
commercially  reasonable best efforts to have the same declared effective by the
SEC as expeditiously as practicable; provided, however, that Checkers shall have
the  right (i) to defer  the  initial  filing or  request  for  acceleration  of
effectiveness or (ii) after effectiveness,  to suspend effectiveness of any such
registration statement, if, in the good faith judgment of the board of directors
of Checkers and upon the advice of counsel to Checkers,  such delay in filing or
requesting  acceleration of effectiveness or such suspension of effectiveness is
necessary  in  light  of  the  existence  of  material  non-public   information
(financial or otherwise) concerning Checkers, disclosure of which at the time is
not, in the  opinion of the board of  directors  of Checkers  upon the advice of
counsel,  (a)  otherwise  required,  and (b) in the best  interests of Checkers.
Checkers  shall also take any action  required to be taken under any  applicable
state blue sky laws in  connection  with the  issuance of shares of Common Stock











                                    -6-



<PAGE>


hereunder.  No material  information  about  Checkers  will be  contained in the
Registration  Statement that is not contained in Checkers  previously  filed SEC
reports,  other than  information  concerning  Rall-Folks  and the  transactions
contemplated  by this  Agreement.  The  Registration  Statement  will not  cover
resales  of the  Common  Stock.  When the  Registration  Statement  is  declared
effective by the SEC,  Checkers shall give Rall-Folks prompt notice of such fact
and shall supply Rall-Folks with sufficient copies of the Registration Statement
to enable  Rall-Folks to send copies to each of its  stockholders  in connection
with calling of a meeting of such stockholders for the purpose of voting on this
Agreement  and  the  transactions   contemplated  herein.   Notwithstanding  the
foregoing,  in the  event  that  on the  date  of  this  Agreement  Checkers  is
negotiating  with Rally's  Hamburgers,  Inc.  ("Rally's")  to acquire all of the
outstanding  stock of Rally's  through a merger of Rally's with a subsidiary  of
Checkers  or  otherwise,  then  Checkers'  obligation  to have the  Registration
Statement declared effective by the SEC as expeditiously as practicable shall be
suspended until the closing of the  transaction  with Rally's or the termination
of such negotiations or the termination of any definitive  agreement relating to
such transaction.

           6.03 GUARANTEE OF PROCEEDS FROM THE SALE OF THE COMMON STOCK.  In the
event that  Rall-Folks  proceeds  in good faith to sell all of the Common  Stock
constituting  the Stock  Payment  in a  reasonably  prompt  but  orderly  manner
(subject to the  limitations  set forth in Section  7.07),  if the aggregate net
proceeds (gross proceeds less brokers'  commissions and discounts) from the sale
of such  stock  is less  than  the  Purchase  Price,  Checkers  shall  issue  to
Rall-Folks,  at Rall-Folks option, either (i) a promissory note in the amount of
the  difference  between  the  Purchase  Price and the  aggregate  net  proceeds
received from the sale of the Common Stock  constituting the Stock Payment (such
difference is hereinafter  referred to as the "Initial Price  Differential")  or
(ii)  additional  shares of Common Stock with a value equal to the Initial Price
Differential.  The parties agree that Rall-Folks will be deemed to be proceeding
in good faith to sell all of the Common Stock in a reasonably prompt but orderly
manner if it sells in each  three-month  period  commencing with the three month
period  beginning  on the day  after the  Closing  Date and  continuing  in each
consecutive  three-month period thereafter at least 90% of the lesser of (i) the
maximum number of shares  permitted to be sold during such period under Rule 144
promulgated  under  the  Securities  Act of 1933 or (ii) the  maximum  number of
shares permitted to be sold during such period under Section 7.07 without regard
to any upticks (as defined  therein).  Rall-Folks  shall  provide  Checkers with
satisfactory  evidence of the fact that the aggregate net proceeds from the sale
of such  shares was less than the  Purchase  Price  (i.e.,  broker  confirmation
slips).  Checkers shall deliver the note or issue  instructions  to its transfer
agent to issue the  additional  Common Stock within two business  days after the
later of (1) the date Rall-Folks has provided to Checkers  satisfactory evidence










                                    -7-



<PAGE>


from which to determine  the number of  additional  shares of Common Stock to be
issued  (broker  confirmation  slips),  and (2) the date  Rall-  Folks  notifies
Checkers in writing of its choice between a note and additional shares of Common
Stock. If Rall-Folks  determines  that a promissory  note should be issued,  the
note shall bear interest at 11%, be for a term of six months, with all principal
and accrued interest due at maturity,  and be subordinated to Checkers bank debt
pursuant  to the  same  subordination  provisions  contained  in the  Notes.  If
Rall-Folks  determines that additional Common Stock should be issued, the number
of shares to be issued (the "Second Stock Payment") shall be equal to the amount
determined by dividing the Initial Price  Differential by the arithmetic average
(rounded to the nearest penny) of the closing sale price per share of the Common
Stock as reported on the NASDAQ Stock Market's  National  Market (as reported in
The Wall  Street  Journal)  for the  three  (3) full  trading  days  immediately
preceding the date on which Checkers  issues  instructions to its transfer agent
to issue such additional  shares (such average closing sale price being referred
to hereinafter  as the "Resale Price" for such shares).  Checkers shall promptly
prepare and file a  registration  statement  and all  necessary  or  appropriate
related  state  securities  law or blue sky filings under which  Checkers  shall
register the Common Stock representing the Second Stock Payment,  and Rall-Folks
may sell the shares  representing  the Second Stock Payment,  upon the terms and
conditions  provided in Section 6.04 below.  In the event that the aggregate net
proceeds  from  the  sale  of  such  shares  is  less  than  the  Initial  Price
Differential, Rall-Folks may again determine to have Checkers either issue (A) a
promissory  note in the amount of the difference  between the Purchase Price and
the  aggregate  net  proceeds  received  from  the  sale  of  the  Common  Stock
constituting  the Stock Payment and the Second Stock Payment (such difference is
hereinafter  referred to as the "Second Price  Differential")  or (B) additional
shares of Common Stock with a value equal to the Second Price  Differential,  as
provided  above with respect to the Initial  Price  Differential.  If Rall-Folks
determines  that  additional  Common  Stock  should be  issued,  Checkers  shall
register the same and  Rall-Folks  may sell the same as provided in Section 6.04
below with respect to the Second Stock  Payment.  Checkers and  Rall-Folks  will
continue this process until such time as there is no Price Differential realized
by  Rall-Folks  on the sale of any batch of Common  Stock issued in payment of a
Price  Differential on a previous batch of Common Stock.  All additional  Common
Stock  issued  under  this  Section  6.03  shall be listed on the  Nasdaq  Stock
Market's National Market. The foregoing notwithstanding, Checkers shall have the
option at any time to deliver cash to Rall-Folks in lieu of a note or additional
shares in order to pay any Price Differential.  Checkers shall have the right to
require  Rall-Folks at any time to either, at the option of Rall-Folks,  sell to
Checkers any shares held by Rall-Folks representing part of a Stock Payment at a
price per share equal to the Resale Price  thereof or terminate any future price











                                    -8-



<PAGE>


protection  for such shares  pursuant to this  Section  6.03.  In the event that
Checkers  exercises the right  described in the preceding  sentence,  Rall-Folks
may, in its discretion, sell to Checkers a portion of the shares then held by it
and retain the  remainder,  which  remaining  shares shall not be subject to the
future price protection provisions of this Section 6.03.

           6.04  REGISTRATION  OF COMMON  STOCK  CONSTITUTING  THE SECOND  STOCK
PAYMENT.  As  soon  as  practicable  after  the  issuance  of the  Common  Stock
constituting the Second Stock Payment, if any, Checkers shall prepare and file a
registration statement on Form S-3 (if it is eligible to use such form), or such
other form as it deems suitable  (together  with all amendments and  supplements
thereto, the "Resale Registration Statement"),  and all necessary or appropriate
related state  securities law or blue sky filings  (together with all amendments
and  supplements  thereto,  the "Blue Sky Filings"),  under which Checkers shall
register  the  shares of Common  Stock  issued  hereunder  as the  Second  Stock
Payment; provided, however, that in any event such Resale Registration Statement
shall be filed  within 10 business  days after  issuance if Checkers  utilizes a
Form S-3, or 20 business days if it utilizes a Form S-4 or S-1.  Checkers  shall
also  use  its   commercially   reasonable  best  efforts  to  have  the  Resale
Registration  Statement  declared  effective  by  the  SEC as  expeditiously  as
practicable,  and shall keep such  Resale  Registration  Statement  and Blue Sky
Filings  current  for such  period  of time as is  required  for  Rall-Folks  to
complete the sale of all shares of Common Stock registered  therein,  so long as
Rall-Folks  proceeds  in good faith to sell such  shares in a prompt but orderly
manner;  provided,  however, that Checkers shall have the right (i) to defer the
initial  filing or request  for  acceleration  of  effectiveness,  or (ii) after
effectiveness, to suspend effectiveness of the Resale Registration Statement (to
be later  recontinued)  if, in the good faith judgment of the board of directors
of Checkers and upon the advice of counsel to Checkers,  such delay in filing or
requesting  acceleration of effectiveness or such suspension of effectiveness is
necessary  in  light  of  the  existence  of  material  non-public   information
(financial or otherwise) concerning Checkers, disclosure of which at the time is
not, in the  opinion of the board of  directors  of Checkers  upon the advice of
counsel,  (a)  otherwise  required,  and (b) in the best  interests of Checkers.
Checkers  shall not  voluntarily  take any action  that would  cause more than a
90-day delay in filing or requesting  acceleration of  effectiveness or a 90-day
suspension  of   effectiveness.   Checkers  shall  give  Rall-Folks   notice  of
effectiveness  and any suspensions and  recontinuations  of the effectiveness of
the Resale Registration Statement. Subject to the foregoing, Checkers shall file
all such post effective  amendments and  supplements to the Resale  Registration
Statement  and Blue Sky Filings as may be necessary,  in its  judgment,  to keep
such Resale Registration Statement and Blue Sky Filings current.  Rall-Folks may









                                    -9-



<PAGE>


proceed to sell the shares  representing  the Second Stock Payment  beginning on
the date the Resale Registration Statement is declared effective by the SEC (the
"Effective Date"). Checkers shall pay all expenses related to such registration,
except that  Rall-Folks  shall bear the expenses of commissions or discounts and
any fees of Rall-Folks' advisors,  including legal counsel.  Notwithstanding the
foregoing,  Checkers  shall not be obligated to register  shares for sale in the
states of Arizona or Nevada,  unless the costs of  registration  in such states,
including  filing fees and reasonable  attorneys'  fees, are paid by Rall-Folks.
The  provisions  of this Section 6.04 shall  similarly  apply to any  subsequent
stock  payments  made  pursuant to Section 6.03 with  respect to any  succeeding
Price Differential.

           6.05  ISSUANCE  OF  COMMON  STOCK  FOR  NEW  NOTES.  If  Rall-  Folks
determines  that a  promissory  note  should be issued in  payment  of any Price
Differential,  and if it is permissible  under the rules and  regulations of the
SEC to do so, Checkers will, at the request of Rall-Folks,  promptly  thereafter
enter  into  an  agreement  with  Rall-Folks  substantially  identical  to  this
Agreement pursuant to which Checkers will agree to issue to Rall-Folks, upon the
same terms and conditions contained herein, additional shares of Common Stock in
payment of such note which  Common  Stock will be  registered  by  Checkers in a
registration statement on Form S-4 prior to the issuance such Common Stock.

           6.06 PAYMENT OF INTEREST ON VALUE OF UNSOLD SHARES.  Beginning on the
Closing Date, and on the same day of each third month thereafter, Checkers shall
pay to  Rall-Folks in cash an amount equal to 2.5% of the value of the shares of
Common Stock  received by  Rall-Folks  as part of the Stock  Payment and held by
Rall-Folks  on such  date.  The value of such  shares  shall be deemed to be the
Purchase Price less the net sales proceeds from previously sold shares of Common
Stock  constituting  part  of  the  Stock  Payment.  In  the  event  the  shares
representing  the Stock  Payment are sold for an amount  less than the  Purchase
Price, giving rise to an obligation on Checkers' part to issue additional shares
constituting the Second Stock Payment pursuant to Section 6.03 hereof,  Checkers
shall continue to pay to Rall-Folks in cash an amount equal to 2.5% of the value
of the shares of Common Stock received by Rall-Folks as part of the Second Stock
Payment and held by Rall-Folks on each third monthly  anniversary of the Closing
Date.  The  value  of such  shares  shall  be  deemed  to be the  Initial  Price
Differential  less the net sales proceeds from  previously sold shares of Common
Stock  constituting  part of the Second Stock  Payment.  In the event the shares
representing the Second Stock Payment (or any subsequent stock payment) are sold
for an amount less than the Initial Price  Differential (or any subsequent price
differential),  giving  rise  to  an  obligation  on  Checkers'  part  to  issue
additional  shares  constituting a subsequent  stock payment pursuant to Section
6.03 hereof,  Checkers  shall  continue to pay to  Rall-Folks  in cash an amount









                                    -10-



<PAGE>


equal to 2.5% of the value of the shares of Common Stock  received by Rall-Folks
as part of the  subsequent  stock  payment and held by  Rall-Folks on each third
monthly  anniversary  of the Closing  Date.  The value of such  shares  shall be
deemed to be the applicable price  differential less the net sales proceeds from
previously sold shares of Common Stock constituting part of the applicable stock
payment.

           6.07 ACTIONS  PRIOR TO CLOSING.  From and after the date of execution
of this Agreement and until the Closing Date, or until this  Agreement  shall be
terminated as herein provided,  Checkers shall not engage in any activity, enter
into any transaction or fail to take any action which would be inconsistent with
any of the  representations  and  warranties  as set forth in  Article V of this
Agreement  as if  such  representations  and  warranties  were  made  at a  time
subsequent to such  activity or  transaction  and all  references to the date of
this Agreement were deemed to be such later time.

           6.08 PAYMENT OF CURRENT INTEREST.  Beginning on November 1, 1995, and
on the first day of each month  thereafter,  Checkers shall pay to Rall-Folks an
amount equal to the interest due under the Notes for the preceding month.

           6.09  ADDITIONAL  PAYMENTS.  In the event that Checkers has not filed
the  Registration  Statement  pursuant to Section 6.02 on or before November 30,
1995,  Checkers  shall pay to Rall-Folks (i) on November 30, 1995, the amount of
$100,000 in cash, to be applied first against any accrued interest due under the
Notes, with the remainder, if any, to be applied against the principal due under
the Notes and (ii) on  February 1, 1996,  the amount of $100,000 in cash,  to be
applied  first  against  any  accrued  interest  due under the  Notes,  with the
remainder, if any, to be applied against the principal due under the Notes.

           6.10 PAYMENT OF  PRINCIPAL.  Beginning  on July 15, 1997,  and on the
15th day of each month  thereafter  through November 15, 1997, in the event that
the  Registration  Statement  has not yet been  declared  effective  by the SEC,
Checkers  shall pay to  Rall-Folks  in cash the amount of One  Hundred  Thousand
Dollars ($100,000.00), to be applied against the principal balance due under the
Notes.  Notwithstanding  any other provision  contained in this Agreement or the
Notes, if the exchange of Common Stock for the Notes contemplated herein has not
occurred prior to December 15, 1997, all remaining principal due under the Notes
and any accrued  but unpaid  interest  thereon  shall be due and payable on such
date,  unless the  failure to  complete  the  exchange  is due to the failure of
Rall-Folks or its stockholders to perform their obligations hereunder.

           6.11 PAYMENT OF LEGAL EXPENSES.  No later than one business day after
the  execution  hereof  by  Rall-Folks,  Checkers  shall pay to  Rall-Folks  Ten









                                    -11-



<PAGE>


Thousand Dollars  ($10,000.00) as partial  reimbursement for legal fees incurred
by Rall-Folks in connection with this Agreement and related matters.


                                   ARTICLE VII

                             COVENANTS OF RALL-FOLKS

            Rall-Folks covenants to Checkers as follows:

           7.01 ACTIONS  PRIOR TO CLOSING.  From and after the date of execution
of this Agreement and until the Closing Date, or until this  Agreement  shall be
terminated as herein  provided,  Rall-Folks  shall not (i) sell the Notes to any
other  corporation  or person,  (ii) pledge the Notes to any person or otherwise
subject the Notes to a lien or encumbrance,  (iii) engage in any activity, enter
into any transaction or fail to take any action which would be inconsistent with
any of the  representations  and  warranties as set forth in Article III of this
Agreement  as if  such  representations  and  warranties  were  made  at a  time
subsequent to such  activity or  transaction  and all  references to the date of
this Agreement were deemed to be such later time.

           7.02  EXTENSION  OF THE TERM OF THE NOTES;  ACTION ON THE NOTES.  The
term of the Notes shall be extended  until and the Notes shall be payable on the
earlier of (i) the Closing  Date or (ii) 20 days after the  termination  of this
Agreement in accordance  with the terms hereof;  provided  however,  that in the
event the Registration  Statement is declared  effective by the SEC prior to the
termination of this Agreement and the stockholders of Rall-Folks fail to approve
this  Agreement and the  transactions  contemplated  herein within 30 days after
Rall-Folks  receives  actual  notice that the  Registration  Statement  has been
declared  effective  by the  SEC,  the  term  of the  Notes  shall  be  extended
automatically  until December 31, 1996.  Rall-Folks shall not take any action to
collect  any  amounts  due under the Notes,  notwithstanding  their  maturity on
August 4,  1995,  during  the term of the  Notes as  extended  by the  preceding
sentence.

           7.03  REGISTRATION  STATEMENT  INFORMATION.  On request of  Checkers,
Rall-Folks will furnish to Checkers all information  concerning Rall-Folks as is
required  to be set  forth  in (i) the  Registration  Statement  and any  Resale
Registration Statement and (ii) any application or statement made by Checkers to
any  governmental  agency  or  authority  in  connection  with the  transactions
contemplated by this Agreement.

           7.04  APPROVAL  BY  STOCKHOLDERS.  Promptly  after  the date on which
Rall-Folks  receives  actual  notice that the  Registration  Statement  has been
declared  effective  by  the  SEC,  Rall-Folks  shall  call  a  meeting  of  the









                                    -12-



<PAGE>


stockholders of Rall-Folks,  to be held within 30 days after Rall-Folks' receipt
of such notice, for the purpose of obtaining the approval of the stockholders of
Rall-Folks  of  this  Agreement  and  the  transactions   contemplated   herein.
Rall-Folks  shall  distribute  a copy  of the  Registration  Statement  to  each
stockholder of Rall-Folks along with the notice of such meeting.

           7.05  RELEASE  BY  FIRST  CITIZENS  BANK.  Rall-Folks  shall  use its
commercially  reasonable  efforts to cause  First  Citizens  Bank to release the
Notes from the pledge of Rall-Folks.

           7.06  DISSOLUTION  OF RALL-FOLKS OR  DISTRIBUTION  OF COMMON STOCK TO
STOCKHOLDERS.  Within one year after the  Closing,  Rall- Folks shall either (i)
dissolve and wind up its affairs  pursuant to Georgia law or (ii) distribute the
shares  of  Common  Stock  issued to  Rall-Folks  pursuant  to the terms of this
Agreement to the  stockholders of Rall-Folks,  pro rata in accordance with their
proportionate ownership of the stock of Rall-Folks.

           7.07 TRANSFERS OF COMMON STOCK.  Rall-Folks  shall not sell,  pledge,
transfer or otherwise dispose of the shares of Common Stock to be received by it
except in  compliance  with the  applicable  provisions  of the 1933 Act and the
rules and regulations  promulgated  thereunder,  including Rule 145. In order to
assure that any sales of the shares of Common  Stock  issued  hereunder  will be
made in an  orderly  manner so as not to  adversely  affect  the  market for the
Common Stock, for a period of two years after the Closing Date, Rall-Folks shall
not, without the prior consent of Checkers,  (i) sell in excess of 50,000 shares
of  Common  Stock  during  any  calendar  week and (ii) sell in excess of 25,000
shares in any one day; provided however, that additional sales in excess of such
limits may be made  provided the same are made at a price higher than the lowest
then  current  bid price for the Common  Stock (on an  "uptick").  Checkers  may
refuse to  register  or give  effect  to any sales in excess of such  limitation
(Rall-Folks  shall  provide  Checkers  with evidence that all sales in excess of
such limit were made on an uptick).  Rall-Folks  shall, upon the distribution of
any of the Common Stock to any  stockholder of Rall-Folks,  cause such person to
deliver an  Agreement to Checkers as a condition  of such  distribution  and the
transfer of the  ownership  of such shares upon the stock  register of Checkers,
which agreement shall contain the covenants set forth in this Section 7.07 and a
proportionate  limitation on sales.  In the event that Checkers  acquires all of
the  outstanding  stock of Rally's through a merger of Rally's with a subsidiary
of Checkers or  otherwise,  then the 25,000  share per day and 50,000  share per
week volume  limitations set forth above shall be increased to 37,500 shares per
day and 75,000 shares per week.












                                    -13-



<PAGE>



                                  ARTICLE VIII

                   MUTUAL COVENANTS OF CHECKERS AND RALL-FOLKS

            Each of Checkers and Rall-Folks covenants with the other as follows:

           8.01  CONFIDENTIALITY.  All information furnished by one party to the
other in connection with this Agreement or the transactions  contemplated hereby
shall be kept  confidential by such other party (and shall be used by it and its
officers, attorneys, accountants and representatives (including brokers) only in
connection with this Agreement and the transactions  contemplated hereby) except
to the extent  that such  information  (i)  already is known to such other party
when received,  (ii) thereafter becomes lawfully  obtainable from other sources,
(iii) is  required to be  disclosed  in any  document  filed with the SEC or any
other agency of any  government,  or (iv) as otherwise  required to be disclosed
pursuant to any federal or state law, rule or  regulation  or by any  applicable
judgment,  order or decree of any  court or by any  governmental  body or agency
having  jurisdiction in the premises after such other party has given reasonable
prior  written  notice to the other  parties to this  Agreement  of the  pending
disclosure  of  any  such  information.  In  the  event  that  the  transactions
contemplated by this Agreement  shall fail to be consummated,  it shall promptly
cause all copies of documents or extracts  thereof  containing  information  and
data as to the other party hereto to be returned to such other party.

           8.02  PREPARATION  OF  REGISTRATION  STATEMENTS.   Each  party  shall
cooperate  and consult  with the other party  hereto in the  preparation  of the
Registration  Statement  and any Resale  Registration  Statement  to be filed by
Checkers  with the SEC  registering  the  shares  of  Common  Stock to be issued
hereunder. When the Registration Statement, any Resale Registration Statement or
any  Post-Effective  Amendment thereto shall become  effective,  the information
prepared by each party for  inclusion  therein  (i) will comply in all  material
respects  with the  applicable  provisions  of the 1933  Act and the  Rules  and
Regulations  promulgated  thereunder  and  (ii)  will  not  contain  any  untrue
statement  of a material  fact or omit to state a material  fact  required to be
stated  therein  are  necessary  to make the  statements  contained  therein not
misleading.  In no event  shall  any party  hereto be liable to any other  party
hereto  for any  untrue  statement  of a material  fact or  omission  to state a
material  fact in any  registration  statement,  or any  amendment or supplement
thereto, or in any report made in reliance upon, and in conformity with, written
information  concerning  the other party  hereto  furnished  by such other party
specifically for use in such registration statement or report. Each party hereto
shall advise the other party hereto promptly of the happening of any event which










                                    -14-



<PAGE>


makes untrue any  statement  of a material  fact  contained in the  Registration
Statement or any Resale  Registration  Statement or any  amendment or supplement
thereto or that requires the making of a change in the registration statement or
any  amendment or  supplement  thereto in order to make any  material  statement
therein not misleading.

           8.03  MISCELLANEOUS  AGREEMENTS.  Subject to the terms and conditions
herein  provided,  each party shall use its best efforts to take, or cause to be
taken,  all  action,  and to do,  or  cause to be done,  all  things  necessary,
appropriate or desirable under applicable laws and regulations to consummate and
make effective the transactions contemplated by this Agreement.

           8.04 THE CLOSING.  The Closing (the  "Closing")  of the  transactions
contemplated  herein  shall  take  place  at the  offices  of  Shumaker,  Loop &
Kendrick, 101 East Kennedy Boulevard,  Suite 2500, Barnett Plaza, Tampa, Florida
33602, at 10:00 a.m., local time on the third business day following the date on
which the stockholders of Rall-Folks approve this Agreement and the transactions
contemplated  herein, or at such other time and place as Checkers and Rall-Folks
shall agree (the "Closing Date").  The obligations of Checkers and Rall-Folks to
close or effect the transactions contemplated in this Agreement shall be subject
to satisfaction,  unless duly waived, of the applicable  conditions set forth in
this Agreement.


                                   ARTICLE IX

                   CONDITIONS PRECEDENT TO THE OBLIGATIONS OF
                             CHECKERS AND RALL-FOLKS

            The respective  obligations of each party to effect the transactions
contemplated herein shall be subject to the fulfillment or waiver at or prior to
the Closing Date of the following conditions:

           9.01 LITIGATION.  Neither Checkers nor Rall-Folks shall be subject to
any order,  decree or injunction of a court or agency of competent  jurisdiction
which enjoins or prohibits the  consummation  of the  transactions  contemplated
herein.

           9.02  RALL-FOLKS   STOCKHOLDER  APPROVAL.   This  Agreement  and  the
transactions  contemplated  herein shall have been  approved by the  affirmative
vote of the holders of a majority of the outstanding  shares of the common stock
of Rall-Folks.

           9.03 REGISTRATION  STATEMENT  EFFECTIVE.  The Registration  Statement
shall  have  been  declared  effective  by the  SEC  and  the  state  securities
commission in each jurisdiction in which the Common Stock to be issued hereunder





                                    -15-



<PAGE>


is  required to be  registered,  and shall not be subject to a stop order or any
threatened stop order.

           9.04 CLOSING  DATE.  The Closing Date shall be on the third  business
day following  the date on which the  stockholders  of  Rall-Folks  approve this
Agreement and the  transactions  contemplated  herein after the SEC declares the
Registration  Statement  effective,  but in no event shall the  Closing  Date be
extended past December 15, 1997, without the written consent of Rall-Folks.


                                    ARTICLE X

                CONDITIONS PRECEDENT TO OBLIGATIONS OF RALL-FOLKS

            The   obligations   of   Rall-Folks   to  effect  the   transactions
contemplated herein shall be subject to the fulfillment or waiver at or prior to
the Closing Date of the following conditions:

          10.01   REPRESENTATIONS   AND  WARRANTIES.   The  representations  and
warranties  of Checkers set forth in Article V of this  Agreement  shall be true
and correct in all material  respects as of the date of this Agreement and as of
the Closing  Date (as though made on and as of the Closing  Date)  except (i) to
the extent such representations and warranties are by their expressed provisions
made as of a specified date and (ii) for the effect of transactions contemplated
by this Agreement.

          10.02 PERFORMANCE OF OBLIGATIONS. Checkers shall have performed in all
material  respects  all  obligations  required to be  performed by it under this
Agreement at or prior to the Closing Date.

          10.03 NO MATERIAL  ADVERSE CHANGE.  Since January 2, 1996, there shall
have been no material  adverse  change in the  financial  condition,  results of
operations,  business or prospects of Checkers and its  subsidiaries  taken as a
whole.

          10.04  OFFICERS'   CERTIFICATE.   Checkers  shall  have  furnished  to
Rall-Folks a certificate dated the Closing Date, signed on behalf of Checkers by
its  Chief  Executive  Officer,  President,  Chief  Operating  Officer  or Chief
Financial  Officer,  to the  effect  that,  to his  knowledge  and  belief,  the
conditions set forth in Sections 10.01, 10.02 and 10.03 have been satisfied.













                                    -16-



<PAGE>



                                   ARTICLE XI

                 CONDITIONS PRECEDENT TO OBLIGATIONS OF CHECKERS

            The obligations of Checkers to effect the transactions  contemplated
herein  shall be subject to  fulfillment  at or prior to the Closing Date of the
following conditions:

          11.01   REPRESENTATIONS   AND  WARRANTIES.   The  representations  and
warranties of  Rall-Folks  set forth in Article III of this  Agreement  shall be
true and correct in all material  respects as of the date of this  Agreement and
as of the Closing Date (as though made on and as of the Closing Date) except (i)
to the  extent  such  representations  and  warranties  are by  their  expressed
provisions  made as of a specified date and (ii) for the effect of  transactions
contemplated by this Agreement.

          11.02  PERFORMANCE OF OBLIGATIONS.  Rall-Folks shall have performed in
all material respects all obligations  required to be performed by it under this
Agreement at or prior to the Closing Date.

          11.03  OFFICERS'  CERTIFICATE.  Rall-Folks  shall  have  furnished  to
Checkers a certificate dated the Closing Date, signed on behalf of Rall-Folks by
its President and chief financial officer,  to the effect that, to the knowledge
and belief of each of them, the conditions set forth in Sections 11.01 and 11.02
have been satisfied.

           11.04 RELEASE BY FIRST CITIZENS BANK.  First Citizens Bank shall have
delivered its release of the Notes from the pledge of Rall-Folks.


                                   ARTICLE XII

             DOCUMENTS TO BE DELIVERED AT THE CLOSING BY RALL-FOLKS

            Rall-Folks shall deliver to Checkers the following  documents at the
Closing:

           12.01 OFFICER'S  CERTIFICATE.  The certificate referred to in Section
11.03 of this Agreement.

           12.02  CERTIFICATE  OF  SECRETARIAL  OFFICER.   Certificates  of  the
Secretary or an Assistant Secretary of Rall-Folks,  dated the Closing Date, with
respect to the incumbency of corporate officers and their signatures,  corporate
good  standing,  and the  corporate  director  and  stockholder  resolutions  of
Rall-Folks  approving this Agreement and the  transactions  contemplated by this
Agreement.






                                    -17-



<PAGE>



           12.03 THE NOTES. The Notes,  marked "Paid in Full" over the signature
of a duly authorized officer of Rall-Folks.

           12.04 OTHER  DOCUMENTS.  Such other  documents as shall be reasonably
requested by Checkers  and its counsel or required to be  delivered  pursuant to
this Agreement.


                                  ARTICLE XIII

              DOCUMENTS TO BE DELIVERED AT THE CLOSING BY CHECKERS

            Checkers shall deliver to Rall-Folks the following  documents at the
Closing:

           13.01  OFFICER'S CERTIFICATE.  The certificate referred to in Section
10.04 of this Agreement.

           13.02  CERTIFICATE OF  SECRETARIAL  OFFICER.  The  certificate of the
Secretary or  Assistant  Secretary of  Checkers,  dated the Closing  Date,  with
respect to the incumbency of corporate officers and their signatures,  corporate
good  standing  and  the  corporate   director   resolutions   authorizing   the
transactions contemplated by this Agreement.

           13.03  STOCK CERTIFICATES.  The stock  certificates  representing the
Stock Payment.

           13.04  OTHER DOCUMENTS.  Such other  documents as shall be reasonably
requested by Rall-Folks or required to be delivered pursuant to this Agreement.


                                   ARTICLE XIV

                           TERMINATION AND ABANDONMENT

           14.01  EVENTS OF TERMINATION. This Agreement may be terminated at any
time before the Closing Date:  (i) by mutual  consent of the Boards of Directors
of Checkers and Rall-Folks,  or the respective  Presidents thereof,  pursuant to
duly delegated authority; (ii) by the Board of Directors of Rall-Folks if any of
the  conditions  precedent  found in Articles IX or X of this Agreement have not
been met and have not been waived in writing by  Rall-Folks;  (iii) by the Board
of Directors of Checkers if any of the conditions precedent found in Articles IX
or XI of this Agreement have not been met and have not been waived in writing by
Checkers;  (iv) by the Board of Directors of  Rall-Folks if there is a breach of
or  failure  by  Checkers  to  perform  in  any  material  respect  any  of  the
representations,  warranties,  commitments,  covenants or conditions  under this








                                      -18-

<PAGE>


Agreement,  which breach or failure is not cured within five days after  written
notice  thereof is given to Checkers;  (v) by the Board of Directors of Checkers
if there is a breach of or failure  by  Rall-Folks  to  perform in any  material
respect  any of  the  representations,  warranties,  commitments,  covenants  or
conditions  under this  Agreement,  which  breach or failure is not cured within
five days after written  notice  thereof is given to the party  committing  such
breach;  or (vi) by the  Board of  Directors  of  Rall-Folks  or by the Board of
Directors of Checkers at any time on or after  December 16, 1997, if the Closing
shall not  theretofore  have been  consummated  and  completed.  In the event of
termination  and  abandonment  by any party as above  provided in clauses  (ii),
(iii),  (iv),  (v) or (vi) of this Section,  written  notice shall  forthwith be
given to the other party,  which notice shall clearly specify the reason of such
party  for  terminating  this  Agreement.  Termination  by either  party  hereto
pursuant to this  Section  14.01  shall not  restrict or limit in any manner the
remedies  which the parties might have at law or in equity for any breach of the
covenants, representations, or warranties contained in this Agreement.

           14.02  SURVIVAL.  The  provisions  in Sections 8.01 and 16.13 of this
Agreement shall survive the termination of this Agreement.


                                   ARTICLE XV

                                 INDEMNIFICATION

           15.01  SURVIVAL.  All  representations,   warranties,  covenants  and
agreements of each of the parties  hereto set forth in this  Agreement or in any
other instrument or document  delivered by any of the parties hereto pursuant to
this Agreement shall survive the Closing and shall remain  operative and in full
force and  effect  regardless  of any  investigations  at any time made by or on
behalf of any party  hereto and shall not be deemed  merged in any  document  or
instrument executed or delivered at or after the Closing.

           15.02  INDEMNIFICATION  BY  RALL-FOLKS.  From and after the  Closing,
Rall-Folks  shall  indemnify,  defend  and hold  harmless  Checkers'  Group  (as
hereinafter  defined)  from,  against and with respect to any claim,  liability,
obligation,  loss, damage,  assessment,  judgment,  cost and expense (including,
without  limitation,  reasonable  attorney's and accountant's fees and costs and
expenses reasonably incurred in investigating,  preparing,  defending against or
prosecuting any litigation or claim, action, suit, proceeding or demand), of any
kind  or  character  arising  out  of or in any  manner  incident,  relating  or
attributable to (i) the inaccuracy in any  representation  or breach of warranty
of Rall- Folks contained in this Agreement or otherwise made or given in writing
in connection with this Agreement,  (ii) any failure by Rall-Folks to perform or








                                    -19-



<PAGE>


observe any  covenant,  agreement or condition to be performed or observed by it
under this Agreement or under any  certificates or other documents or agreements
executed by it in connection with this  Agreement,  and (iii) any claims arising
out of or based upon any untrue  statement of a material  fact  contained in the
Registration  Statement or any Resale  Registration  Statement or any prospectus
included therein or arising out of or based upon any omission to state therein a
material  fact  necessary  to  make  the  statements   made,  in  light  of  the
circumstances under which they were made, not misleading, insofar as such claims
arise out of or are based upon  information  furnished to Checkers in writing by
Rall-Folks for use therein.  Rall-Folks  shall be liable to and shall  reimburse
Checkers'  Group for any payment made by  Checkers'  Group at any time after the
Closing in respect of any liability,  obligation or claim to which the foregoing
indemnity  relates  within five (5) days of the date of receipt by Rall-Folks of
written demand for payment  thereof by Checkers'  Group. If any claim covered by
the foregoing  indemnity be asserted  against  Checkers'  Group,  Checkers shall
notify  Rall-Folks  promptly and give it an  opportunity to defend the same, and
Checkers shall extend  reasonable  cooperation to Rall-Folks in connection  with
such  defense.  In the event that  Rall-Folks  fails to defend the same within a
reasonable  time,  Checkers shall be entitled to assume the defense  thereof and
Rall-Folks shall be liable to repay Checkers for all of its expenses  reasonably
incurred in connection with such defense (including  reasonable  attorney's fees
and settlement  payments).  For purposes of this Agreement,  the term "Checkers'
Group" shall mean Checkers and its subsidiaries,  parents, officers,  directors,
employees,  agents,  representatives,  predecessors,  successors,  attorneys and
accountants.

          15.03  INDEMNIFICATION  BY  CHECKERS.  From  and  after  the  Closing,
Checkers  shall  indemnify,  defend and hold  harmless  Rall-  Folks'  Group (as
hereinafter  defined)  from,  against and with respect to any claim,  liability,
obligation,  loss, damage,  assessment,  judgment,  cost and expense (including,
without  limitation,  reasonable  attorney's and accountant's fees and costs and
expenses reasonably incurred in investigating,  preparing,  defending against or
prosecuting any litigation or claim, action, suit, proceeding or demand), of any
kind  or  character  arising  out  of or in any  manner  incident,  relating  or
attributable to (i) the inaccuracy in any  representation  or breach of warranty
of Checkers contained in this Agreement or otherwise made or given in writing in
connection with this  Agreement,  (ii) any failure by any Checkers to perform or
observe any  covenant,  agreement or condition to be performed or observed by it
under this Agreement or under any  certificates or other documents or agreements
executed by it in connection with this Agreement,  (iii) any failure by Checkers
to comply with the provisions of the 1933 Act or any applicable state securities
law in  connection  with the  registration  of any of the  Common  Stock  issued
hereunder, and (iv) any claims arising out of or based upon any untrue statement












                                    -20-

<PAGE>


of a  material  fact  contained  in the  Registration  Statement  or any  Resale
Registration  Statement or any prospectus  included therein or arising out of or
based upon any omission to state therein a material  fact  necessary to make the
statements made, in light of the  circumstances  under which they were made, not
misleading,  other than claims which arise out of or are based upon  information
furnished by Rall-Folks to Checkers in writing for use therein.  Checkers  shall
be liable to and  shall  reimburse  Rall-Folks'  Group for any  payment  made by
Rall-Folks'  Group at any time after the  Closing  in respect of any  liability,
obligation or claim to which the  foregoing  indemnity  relates  within five (5)
days of the date of receipt by Checkers of written demand for payment thereof by
Rall-Folks'  Group. If any claim covered by the foregoing  indemnity be asserted
against  Rall-Folks' Group,  Rall-Folks' shall notify Checkers promptly and give
it an  opportunity  to defend  the same,  and  Rall-Folks'  Group  shall  extend
reasonable cooperation to Checkers in connection with such defense. In the event
that  Checkers  fails to defend the same within a reasonable  time,  Rall-Folks'
Group  shall be entitled to assume the  defense  thereof and  Checkers  shall be
liable to repay Rall-Folks' Group for all of its expenses reasonably incurred in
connection  with  such  defense  (including   reasonable   attorney's  fees  and
settlement  payments).  For purposes of this  Agreement,  the term  "Rall-Folks'
Group" shall mean Rall-Folks and its subsidiaries, parents, officers, directors,
employees,  agents,  representatives,  predecessors,  successors,  attorneys and
accountants.


                                   ARTICLE XVI

                                  MISCELLANEOUS

           16.01 BINDING EFFECT.  This Agreement shall be binding upon and shall
inure to the  benefit  of the  corporate  parties  hereto  and their  respective
successors and permitted assigns, and of the individual parties hereto and their
respective heirs, personal representatives and permitted assigns.

           16.02  PUBLICITY.  Subject to the other provisions of this Agreement,
press  releases  and other  publicity  materials  relating  to the  transactions
contemplated  by this  Agreement  shall be released  by the parties  hereto only
after review and with the consent of each of Checkers and Rall-Folks;  PROVIDED,
HOWEVER,  Checkers shall have the right,  after consulting with  Rall-Folks,  to
make a public  announcement  of the execution of this Agreement and a disclosure
of the basic terms and  conditions of this  Agreement if advised to do so by its
legal counsel in connection  with the reporting and  disclosure  obligations  of
Checkers under the federal  securities  laws and/or the NASDAQ  National  Market
System.








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<PAGE>



           16.03  HEADINGS.  The headings in this  Agreement  have been inserted
solely for ease of reference and shall not be  considered in the  interpretation
or construction of this Agreement.

           16.04  COUNTERPARTS.  This Agreement may be executed in any number of
counterparts,  each of which shall be an original,  but such counterparts  shall
together constitute one and the same instrument.

           16.05  GOVERNING LAW. This Agreement shall be construed in accordance
with the laws of the State of Georgia without regard to any applicable conflicts
of law.

           16.06  EXPENSES.  Except as otherwise  herein  provided,  each of the
parties  hereto shall pay its  respective  costs and expenses  incurred or to be
incurred by it in connection with the negotiations respecting this Agreement and
the  transactions  contemplated  by this  Agreement,  including  preparation  of
documents,  obtaining any necessary regulatory approvals and the consummation of
the other  transactions  contemplated  in this  Agreement.  Except as  expressly
stated otherwise herein,  the costs related to the preparation and filing of the
Registration Statement,  any Resale Registration  Statement,  and all Nasdaq and
state securities law filings shall be paid by Checkers.

           16.07  NON-ASSIGNMENT.  This Agreement shall not be assignable by any
party without the written consent of the others.

           16.08 ENTIRE AGREEMENT.  This Agreement contains the entire agreement
between the parties hereto with respect to the transactions  contemplated herein
and supersedes all other prior  agreements,  understandings  and letters related
hereto.

           16.09  SINGULAR  AND  PLURAL.  Unless the  context of this  Agreement
otherwise  clearly  requires,  references to the plural include the singular and
the  singular  includes  the  plural.  Wherever  the  context so  requires,  the
masculine  shall refer to the feminine,  the neuter shall refer to the masculine
or the feminine, the singular shall refer to the plural, and vice versa.

           16.10 KNOWLEDGE OF RALL-FOLKS. Wherever any representation,  warranty
or other  statement  made in this  Agreement is qualified as to the knowledge of
Rall-Folks, such qualification shall mean the actual knowledge of Rall-Folks and
each of the directors and executive officers of Rall-Folks.

           16.11  NOTICES.  Any  notice  or  other  communications  required  or
permitted by this Agreement shall be in writing and shall be deemed to have been
duly given (i) on the date sent if delivered  personally or by cable,  telecopy,
telegram or telex (which is confirmed) or (ii) on the date received if mailed by







                                      -22-



<PAGE>



registered or certified  mail (return  receipt  requested) to the parties at the
following  addresses (or at such other address for a party as shall be specified
by like notice):

            (a)   if to Checkers, to:

                  Checkers Drive-In Restaurants, Inc.
                  600 Cleveland Street, Suite 1050
                  Clearwater, Florida 34615
                  Attention: General Counsel
                  Telecopy No.: (813) 448-0009

                  with a copy to:

                  Paul R. Lynch, Esquire
                  Shumaker, Loop & Kendrick
                  101 East Kennedy Boulevard
                  Suite 2800
                  Tampa, Florida  33602
                  Telecopy No.:  (813) 229-1660

                  and,

            (b)   if to Rall-Folks, to:

                  Rall-Folks, Inc.
                  Attention:  President
                  6131 Peachtree Parkway
                  Norcross, Georgia  30092
                  Telecopy No.:  (404) 446-6272

                  with a copy to:

                  Mark D. Kaufman, Esquire
                  Sutherland, Asbill & Brennan
                  999 Peachtree Street, N.E.
                  Atlanta, GA  30309-3996
                  Telecopy No.:  (404) 853-8806

           16.12 RIGHTS OF THIRD PARTIES.  This  Agreement  shall not create any
legal rights in any person or entity  other than the parties to this  Agreement,
except for  Checkers'  Group under  Section  15.02 and  Rall-Folks'  Group under
Section 15.03 of this Agreement.

           16.13  REMEDIES.   Nothing  contained  in  this  Agreement  shall  be
construed  to  restrict  or limit in any manner the  remedies  which the parties
might have at law or in equity for any breach of the covenants, representations,
or warranties contained in this Agreement.




                                      -23-



<PAGE>



           16.14 AMENDMENT. This Agreement may be amended or supplemented by the
parties  hereto.  This  Agreement may not be amended  except by an instrument in
writing signed on behalf of each of the parties hereto.

           16.15  WAIVER.  Any party hereto may, by written  notice to the other
parties  hereto,  (i)  extend  the  time  for  the  performance  of  any  of the
obligations  or other  actions of such other  party under this  Agreement,  (ii)
waive any inaccuracies in the  representations or warranties of such other party
contained  in this  Agreement  or in any  document  delivered  pursuant  to this
Agreement,  or (iii) waive compliance with any of the conditions or covenants of
such  other  party  contained  in  this  Agreement,  or  (iv)  waive  or  modify
performance of any of the  obligations of such other party under this Agreement.
Except as provided in the preceding  sentence,  no action taken pursuant to this
Agreement,  including,  without limitation, any investigation by or on behalf of
any  party,  shall be deemed to  constitute  a waiver by the party  taking  such
action of compliance  with any of the  representations,  warranties,  covenants,
conditions,  or agreements  contained in the Agreement.  The waiver by any party
hereto of a breach of any  provision of this  Agreement  shall not operate or be
construed as a waiver of any subsequent  breach.  If, prior to the Closing,  any
party  provides  all of the other  parties  with  written  notice,  which refers
specifically to this Section 16.15,  that a  representation  or warranty made by
such party in or pursuant to this  Agreement  is not true,  correct and complete
and the  Closing is  consummated  notwithstanding  such  disclosure,  such other
parties shall be deemed to have waived any claims for indemnification under this
Agreement as a result of the inaccuracy of such representation or warranty.

           16.16  EFFECTIVENESS.  This Amended and Restated  Purchase  Agreement
shall  become  effective  upon  execution  by all of the parties  hereto and the
payment by Checkers to Rall-Folks in cash of the amount of One Hundred  Thousand
Dollars ($100,000.00), to be applied against the principal balance due under the
Notes.  Such amount  shall be paid within  three  business  days  following  the
execution and delivery of this Agreement by both parties hereto.

                 [Remainder of page intentionally left blank.]

















                                    -24-



<PAGE>


            IN WITNESS  WHEREOF,  each of the  parties  hereto  has caused  this
Agreement to be executed by its duly  authorized  officer as of the day and year
first above written.

                                    CHECKERS DRIVE-IN RESTAURANTS, INC.


                                    By  /s/ Joseph N. Stein
                                      ------------------------------------------
                                          Name:  Joseph N. Stein
                                          Title: Executive Vice President



                                    RALL-FOLKS, INC.


                                    By  /s/ Richard J. Pratt
                                      ------------------------------------------
                                          Name:  Richard J. Pratt
                                          Title: President


























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