AMENDED AND RESTATED NOTE REPAYMENT AGREEMENT


      THIS AMENDED AND RESTATED NOTE REPAYMENT  AGREEMENT (the  "Agreement")  is
made and entered into as of this 17th day of July, 1997, and amends and restates
in its entirety  that certain Note  Repayment  Agreement,  dated as of April 11,
1996 (as amended and restated hereby,  the  "Agreement"),  by and among CHECKERS
DRIVE-IN RESTAURANTS, INC., a Delaware corporation ("Checkers"),  NASHVILLE TWIN
DRIVE-THRU  PARTNERS,  L.P., a Tennessee limited partnership  ("NTDT"),  JONES &
JONES TWIN  DRIVE-THRU,  INC., a Tennessee  corporation and a general partner of
NTDT ("Jones & Jones"),  NTD  ENTERPRISES,  INC., a Tennessee  corporation and a
general partner of NTDT ("NTD"),  and ROLAND L. JONES,  an individual  ("Jones")
(NTDT,  Jones & Jones, NTD and Jones are collectively  referred to herein as the
"NTDT Parties").

      WHEREAS,  NTDT holds a promissory note of Checkers,  dated March 31, 1995,
in the original principal amount of $1,354,287.00 (the "Note"); and

      WHEREAS,  Checkers  and the  NTDT  Parties  have  entered  into  the  Note
Repayment  Agreement,  pursuant to which Checkers was granted the right to repay
the Note by delivering  to NTDT shares of the common stock of Checkers  ("Common
Stock"); and

      WHEREAS,  Checkers  and NTDT desire to amend and restate the  Agreement to
provide  for an  exchange  of the Note for a series of  subordinated  promissory
notes, with an aggregate  principal amount equal to the outstanding  balance due
under the  Note,  which new notes  will be  convertible  by NTDT into  shares of
Common Stock pursuant to the terms and conditions hereof;

            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 NOTE.  Subject to and upon the terms
and  conditions  hereinafter  set forth and the  representations  and warranties
contained  herein,  Checkers  agrees to purchase  from NTDT,  and NTDT 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 NTDT's right,  title and interest  (which will be
good, valid and complete) in and to the Note.

            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



<PAGE>


any person or entity other than NTDT,  whether under a  third-party  beneficiary
theory, successor liability theory or otherwise.

                                   ARTICLE II

                                 PURCHASE PRICE

      The aggregate  purchase price (the "Purchase  Price")  payable to NTDT for
the  Note  will be equal  to the  outstanding  balance  (principal  and  accrued
interest) due under the Note on the Closing Date (as hereinafter  defined).  The
Purchase Price shall be payable by delivery at Closing (as hereinafter  defined)
of  promissory  notes  issued by  Checkers  to NTDT (the  "New  Notes")  with an
aggregate  principal  balance equal to the Purchase Price. Each of the New Notes
shall be issued with an original  principal  amount of $100,000,  except for one
New Note which  shall be issued in a  principal  amount  equal to the  remainder
resulting from dividing the Purchase  Price by $100,000.  The New Notes shall be
subordinated to Checkers'  primary debt facility,  pursuant to the same terms as
the Note. The New Notes shall be convertible  into shares of the common stock of
Checkers, par value $.001 per share ("Common Stock"), as provided in Article III
hereof. The New Notes shall be issued in the form attached hereto as Exhibit A.


                                   ARTICLE III

                             CONVERSION OF NEW NOTES

            3.01 CONVERSION  PRIVILEGE AND CONVERSION PRICE. Subject to and upon
compliance  with the provisions of this Article,  at the option of NTDT, each of
the New Notes may be  converted  from time to time (so long as NTDT has not been
notified by Checkers that the  effectiveness of the  Registration  Statement (as
defined in Section 6.01 hereof) is suspended) at the  principal  amount  thereof
into  fully  paid and  nonassessable  shares of Common  Stock at the  Conversion
Price,  determined as hereinafter provided, in effect at the time of conversion.
Checkers  shall have the option of paying in cash the  balance due under any New
Note in lieu of issuing  shares of Common Stock upon the exercise by NTDT of its
right of conversion  with respect to any New Note.  If Checkers  elects to repay
such New Note in cash (including  principal and accrued interest),  such payment
shall be delivered to NTDT within 15 business days after delivery to Checkers of
NTDT's  notice  (delivered  pursuant to Section 3.02 hereof) of its intention to
convert the New Note.

      The  price at which  shares  of  Common  Stock  shall  be  delivered  upon
conversion  (herein  called  the  "Conversion  Price")  shall be the  arithmetic
average  (rounded to the nearest  penny) of the closing  sale price per share of










                                       -2-


<PAGE>


the Common Stock as reported on the Nasdaq Stock  Market's  National  Market (as
reported in The Wall Street  Journal)  for the three full trading days ending on
the  business  day  immediately  preceding  the date on which NTDT  delivers  to
Checkers notice of its intent to convert as provided in Section 3.02 hereof.

           3.02  EXERCISE OF  CONVERSION  PRIVILEGE.  In order to  exercise  the
conversion  privilege,  NTDT shall surrender the New Note to be converted,  duly
endorsed or assigned  to  Checkers or in blank,  at its office at 600  Cleveland
Street, Eighth Floor,  Clearwater,  Florida 34615, accompanied by written notice
to Checkers  at such office that NTDT has elected to convert  such New Note into
shares of Common Stock.

      Provided   that  NTDT  has  not  been   notified  by  Checkers   that  the
effectiveness of the Registration  Statement (as defined in Section 6.01 hereof)
is  suspended,  a New Note  shall be deemed to have been  converted  immediately
prior to the  close of  business  on the day of  surrender  of such New Note for
conversion in accordance with the foregoing  provisions (the "Conversion Date"),
and at such time the rights of NTDT as the  holder of such New Note shall  cease
and NTDT shall be treated for all  purposes  as the record  holder of the Common
Stock  into  which  such New Note is  convertible  at such  time.  If NTDT shall
surrender a New Note along with notice of its  election to convert such New Note
at a time when the  effectiveness  of the  Registration  Statement is suspended,
then (i) Checkers shall hold the New Note in trust for the benefit of NTDT until
the  effectiveness  of the  Registration  Statement is recontinued  and (ii) the
Conversion  Date shall be the day that  Checkers  gives  notice to NTDT that the
effectiveness  of the  Registration  Statement is  recontinued  and the New Note
shall be  deemed  to have  been  converted  immediately  prior  to the  close of
business on such date, and at such time the rights of NTDT as the holder of such
New Note shall  cease and NTDT shall be treated  for all  purposes as the record
holder of the Common Stock into which such New Note is convertible at such time.

           3.03  DELIVERY  OF  SHARES.  Within  seven  business  days  after any
Conversion  Date,  Checkers  shall  cause  to be  delivered  to NTDT one or more
certificates  in the  name of NTDT  representing  the  shares  of  Common  Stock
issuable upon conversion of the related New Note.

      Checkers'  delivery  to NTDT of the fixed  number of shares of the  Common
Stock  into  which  the New Note is  convertible  shall  be  deemed  to  satisfy
Checkers'  obligation  to pay the  principal  amount of the New Note  subject to
Checker's  obligations  set forth in Section  6.02 hereof.  Checkers  shall also
deliver to NTDT with the  certificates  representing the Common Stock a check in
payment of all interest  accrued on the  converted  New Note from the end of the
prior interest period through the Conversion Date.











                                    -3-


<PAGE>



            3.04 FRACTIONS OF SHARES. No fractional shares of Common Stock shall
be issued  upon  conversion  of a New Note.  If more than one New Note  shall be
surrendered for conversion at one time, the number of full shares which shall be
issuable upon conversion thereof shall be computed on the basis of the aggregate
principal  amount of the New Notes so surrendered.  In the event that the number
of shares of Common Stock to be issued includes a fractional  share,  the number
of shares shall be rounded up or down to the nearest whole number of shares.

            3.05 COMPANY TO RESERVE  COMMON STOCK.  Checkers  shall at all times
reserve and keep available,  free from preemptive  rights, out of its authorized
but unissued  Common Stock,  for the purpose of effecting the  conversion of the
New Notes,  the full  number of shares of Common  Stock then  issuable  upon the
conversion of all outstanding New Notes.

            3.06 TAXES ON CONVERSIONS.  Checkers will pay any and all taxes that
may be payable in respect of the issue or delivery of shares of Common  Stock on
conversion  of New Notes  pursuant  hereto.  Checkers  shall  not,  however,  be
required to pay any tax which may be payable in respect of any transfer involved
in the issue and delivery of shares of Common Stock in a name other than that of
NTDT, and no such issue or delivery shall be made unless and until NTDT has paid
to Checkers the amount of any such tax, or has  established to the  satisfaction
of Checkers that such tax has been paid.


                                   ARTICLE IV

                     REPRESENTATIONS AND WARRANTIES OF NTDT

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

            4.01   ORGANIZATION  AND  STANDING.   NTDT  is  a  partnership  duly
organized,  validly existing and in good standing under the laws of the State of
Tennessee with full power and authority to own its properties and assets.

            4.02  AUTHORITY.  Subject to receipt of the  approval and consent of
the  partners of NTDT,  NTDT 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.

            4.03 AUTHORIZATION. Other than obtaining the consent of the partners
of NTDT,  NTDT has taken all  necessary  actions to  authorize  and  approve the
execution,  delivery and  performance  of this  Agreement  and the  transactions








                                       -4-


<PAGE>


contemplated  hereby.  This  Agreement  constitutes  a legal,  valid and binding
obligation of NTDT, enforceable against NTDT in accordance with its terms.

            4.04 TITLE TO THE NOTE.  NTDT has good,  valid and complete title to
the Note.

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

            4.06 REGISTRATION STATEMENT.  None of the information regarding NTDT
supplied  or to be  supplied  by  NTDT  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 NTDT 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 V

                   REPRESENTATIONS AND WARRANTIES OF CHECKERS

            Checkers  represents  and  warrants  to NTDT (each of which shall be
deemed material and independently relied upon by NTDT) 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-


<PAGE>



            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.

            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.  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
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 New Notes
and the shares of Common Stock to be issued hereunder with the SEC and under the
blue sky laws of the State of Tennessee,  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
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 NTDT 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.















                                       -6-


<PAGE>



                                   ARTICLE VI

                              COVENANTS OF CHECKERS

            Checkers covenants to NTDT as follows:

           6.01  PREPARATION  OF  THE  REGISTRATION  STATEMENT.  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"),  and all necessary
or appropriate  related securities law or blue sky filings required in the State
of Tennessee  (together with all amendments and supplements  thereto,  the "Blue
Sky  Filings"),  relating  to the  issuance  of the New Notes and the  shares of
Common  Stock  issuable  upon  conversion  of the New  Notes,  and shall use its
commercially  reasonable best efforts to have the same declared effective by the
SEC as expeditiously as practicable,  and shall use its commercially  reasonable
best efforts to keep such  Registration  Statement and Blue Sky Filings  current
for such period of time as is required  for NTDT to complete the  conversion  of
all of the New Notes into shares of Common  Stock,  so long as NTDT  proceeds in
good  faith to  convert  such New  Notes and sell the  shares  of  Common  Stock
received upon  conversion in a prompt but orderly manner as described in Section
6.03 hereof; 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  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.  The Registration  Statement will not cover resales of the Common
Stock.  When  the  Registration  Statement  is  declared  effective  by the SEC,
Checkers  shall give NTDT prompt  notice of such fact and shall supply NTDT with
sufficient copies of the prospectus contained in such Registration  Statement to
enable NTDT to send copies to each of its partners in connection with calling of
a meeting of such  partners for the purpose of voting on this  Agreement and the
transactions  contemplated  herein.  Checkers  shall  give  NTDT  notice  of any
suspensions  and  recontinuations  of  the  effectiveness  of  the  Registration
Statement. Subject to the foregoing, Checkers shall file all such post effective
amendments and supplements to the Registration Statement and Blue Sky Filings as








                                    -7-


<PAGE>


may be necessary,  in its judgment, to keep such Registration Statement and Blue
Sky Filings current.

            6.02  GUARANTEE OF PROCEEDS FROM THE SALE OF THE COMMON  STOCK.  The
parties  acknowledge  that the intent of this  Section is to provide a mechanism
under which NTDT will receive cash from (i) the sale of Common Stock issued upon
the conversion of the New Notes,  (ii) the sale of Common Stock issued  pursuant
to the terms of this Section 6.02 in payment of a Price Differential (as defined
herein), and (iii) the repayment of any New Note or the repurchase of any shares
of Common  Stock as provided in this Section  6.02,  which cash will be equal in
the  aggregate  to,  but not in  excess  of,  the  Purchase  Price.  In order to
effectuate  the  foregoing,  and provided  that NTDT  proceeds in good faith (as
described  in Section  6.03) to convert the New Notes and sell all of the Common
Stock received upon the  conversion of the New Notes in a reasonably  prompt but
orderly manner  (subject to the  limitations  set forth in Section 7.06), 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 NTDT  additional  shares  of  Common  Stock  with a value  equal to the
difference  between the Purchase  Price and the aggregate Net Proceeds  received
from the sale of the Common Stock (such difference is hereinafter referred to as
the "Initial  Price  Differential").  Checkers shall issue  instructions  to its
transfer  agent to issue to NTDT the  additional  shares of Common  Stock within
five business days after the delivery to Checkers of the last  confirmation slip
relating to the final sale of the Common Stock issued upon the conversion of all
of the New Notes.  NTDT shall  instruct all brokers  selling the Common Stock on
its behalf to furnish to  Checkers  and its  counsel a copy of the  confirmation
slip relating to each sale of Common Stock at the same time as such confirmation
slip is  provided  to NTDT.  The  number  of shares  to be  issued  (the  "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
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 Stock Payment
and NTDT may sell the shares  representing  the 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,  Checkers  shall issue  additional  shares of Common  Stock with a










                                    -8-


<PAGE>


value equal to the  difference  between the Purchase Price and the aggregate Net
Proceeds  received from the sale of (a) the Common Stock issued to NTDT upon the
conversion  of the New Notes and (b) the  Common  Stock  constituting  the Stock
Payment  (such  difference  is  hereinafter  referred  to as the  "Second  Price
Differential"),   as  provided   above  with   respect  to  the  Initial   Price
Differential.  Checkers  shall  register  the same and NTDT may sell the same as
provided in Section 6.04 below with respect to the Stock  Payment.  Checkers and
NTDT  will  continue  this  process  until  such  time  as  there  is  no  Price
Differential realized by NTDT on the sale of any batch of Common Stock issued in
payment of a Price Differential on a previous batch of Common Stock.

      Notwithstanding any other provision of this Agreement, Checkers shall have
the option at any time to deliver cash to NTDT in lieu of  additional  shares of
Common Stock in order to pay any Price  Differential.  Checkers  also shall have
the right to require  NTDT at any time to sell to  Checkers  any shares  held by
NTDT which were acquired upon  conversion of a New Note or which  represent part
of a Stock Payment at a price per share equal to the applicable Conversion Price
or Resale Price  thereof.  In the event that NTDT should  receive  aggregate Net
Proceeds  from the sale of Common  Stock issued upon the  conversion  of the New
Notes  and/or  pursuant  to the  terms of this  Section  6.02 in  excess  of the
Purchase  Price,  or in the event that once NTDT has received Net Proceeds equal
to the  Purchase  Price it still  holds any New Notes or shares of Common  Stock
delivered  by  Checkers  upon the  conversion  of a New Note or pursuant to this
Section  6.02,  then NTDT shall  promptly  deliver to  Checkers  such excess Net
Proceeds, the remaining New Notes and the excess shares of Common Stock.

            6.03  PROCEEDING IN GOOD FAITH TO CONVERT THE NEW NOTES AND SELL THE
SHARES  OF  COMMON  STOCK.  The  parties  agree  that  NTDT will be deemed to be
proceeding in good faith to convert the New Notes and sell 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 of Common Stock  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 7.06 hereof  without  regard to sales on upticks (as
defined  therein).  NTDT may convert the New Notes one or more at a time, in its
discretion,  with one New Note being converted immediately after the sale of all
of the shares of Common Stock  received upon the  conversion  of the  previously
converted New Note.

            6.04  REGISTRATION OF COMMON STOCK  CONSTITUTING THE STOCK PAYMENTS.
As soon as practicable  after the issuance of the Common Stock  constituting the
Stock Payment and any subsequent Stock Payments,  if any, Checkers shall prepare
and file a  registration  statement  on Form S-3 (if it is  eligible to use such









                                    -9-


<PAGE>


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  Blue  Sky  Filings  (together  with  all  amendments  and
supplements  thereto),  under which Checkers shall register the shares of Common
Stock  issued in  payment of a Price  Differential  pursuant  to  Section  6.02.
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 NTDT to complete the
sale of all shares of Common Stock registered  therein, so long as NTDT proceeds
in good faith to sell such shares in a prompt but orderly manner, as provided in
Section 6.03; 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 NTDT 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.  NTDT may proceed to sell
the shares registered in the Resale Registration Statement beginning on the date
the  Resale   Registration   Statement   is  declared   effective  by  the  SEC.
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 NTDT.

            6.05 PAYMENT OF CURRENT  INTEREST.  Checkers  acknowledges  that the
annual  interest  rate on the Note is  currently  18%,  and agrees that the Note
shall continue to bear interest at an annual rate of 18% until the Closing Date.
Until the Closing Date,  Checkers shall continue to pay to NTDT on the first day
of each month an amount in cash equal to the interest due under the Note for the
preceding  month.  On the Closing Date,  Checkers shall pay in cash the interest
accrued  through the Closing Date on the Note.  Following the Closing Date,  the






                                    -10-


<PAGE>


New Notes shall bear  interest  at an annual rate of 18% until their  conversion
into Common Stock.  Checkers shall pay to NTDT on the first day of each month an
amount in cash equal to the interest  due under the New Notes for the  preceding
month.

            6.06 PAYMENT OF INTEREST ON VALUE OF UNSOLD SHARES. Beginning on the
first day of the month following the Conversion Date with respect to a converted
New Note, and on the first day of each month  thereafter until all of the shares
of Common Stock received upon the conversion of such New Note are sold, Checkers
shall pay to NTDT in cash an amount equal to .00049315%  (representing an annual
rate of 18%) of the value of each such share of Common Stock for each day during
such month that the share was held by NTDT.  The value of each such share  shall
be deemed to be the applicable  Conversion Price for such share of Common Stock.
Similarly,  if additional  shares of Common Stock are issued by Checkers to NTDT
pursuant to the terms of Section  6.02,  then  beginning on the first day of the
month following the issuance of such  additional  shares and on the first day of
each month  thereafter  until all of the  shares of Common  Stock  issued  under
Section  6.02 are sold,  Checkers  shall pay to NTDT in cash an amount  equal to
 .00049315%  (representing an annual rate of 18%) of the value of each such share
of Common  Stock for each day during such month that the share was held by NTDT.
The value of each such share shall be deemed to be the  applicable  Resale Price
for such share of Common Stock.

            6.07  ADDITIONAL  PAYMENTS.  Upon  the  execution  hereof  by  NTDT,
Checkers  shall pay to NTDT in cash the amount of One Hundred  Thousand  Dollars
($100,000.00),  to be applied against the principal  balance due under the Note.
Beginning  on August  15,  1997,  and on the 15th day of each  month  thereafter
through October 15, 1997, in the event that the  Registration  Statement has not
been  declared  effective by the SEC prior to such date,  Checkers  shall pay to
NTDT in cash the amount of One Hundred  Thousand  Dollars  ($100,000.00),  to be
applied against the principal  balance due under the Note.  Notwithstanding  any
other provision  contained in this Agreement,  all remaining principal due under
the Note and any  accrued  but  unpaid  interest  thereon  shall be  payable  on
November 15, 1997, if the  Registration  Statement is not declared  effective by
the SEC before such date.

            6.08 PAYMENT OF LEGAL EXPENSES.  Upon the execution  hereof by NTDT,
Checkers  shall  pay to  NTDT  Ten  Thousand  Dollars  ($10,000.00)  as  partial
reimbursement  for legal fees incurred by NTDT in connection with this Agreement
and related matters.

            6.09 COVENANT AS TO COMMON STOCK. Checkers covenants that all shares
of Common Stock which may be issued upon conversion of the New Notes or pursuant
to the  terms  of  Section  6.02  hereof  will  upon  issue  be  fully  paid and







                                    -11-


<PAGE>


nonassessable  and,  except as provided in Section  3.06,  Checkers will pay all
taxes, liens and charges with respect to the issue thereof.

      Checkers  will list or cause to have  quoted  the  shares of Common  Stock
issued upon conversion of the New Notes or pursuant to the terms of Section 6.02
hereof on each national securities exchange or in the over-the-counter market or
such other market on which the Common Stock is then listed or quoted.

            6.10 EQUAL  TREATMENT.  Checkers  shall not enter into any agreement
with any other creditor  whose debt is  subordinated  to Checkers'  primary debt
facility  that provides for the  repayment of such  creditor's  debt under terms
more favorable than those contained in this Agreement.


                                   ARTICLE VII

                                COVENANTS OF NTDT

            NTDT 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,  NTDT  shall not (i) sell the Note to any other
corporation or person,  (ii) pledge the Note to any person or otherwise  subject
the Note 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 NOTE;  MODIFICATION  OF INTEREST
RATE. Upon the execution  hereof by NTDT, the term of the Note shall be extended
until and the Note shall be payable on the  earlier of (i) the  Closing  Date or
(ii) November 16, 1997;  provided  however,  that in the event the  Registration
Statement is declared  effective by the SEC prior to November 16, 1997,  and the
partners  of  NTDT  fail  to  approve  this   Agreement  and  the   transactions
contemplated  herein within 30 days after NTDT  receives  actual notice that the
Registration  Statement has been declared  effective by the SEC, the term of the
Note shall be extended  automatically  until  December 31, 1998 and the interest
rate shall be reduced to an annual  rate of 12%.  Similarly,  after the  Closing
Date,  if NTDT does not  proceed in good  faith (as  described  in Section  6.03
hereof) to convert the New Notes and sell the Common Stock, the term of the Note
shall be extended  automatically  until  December 31, 1998 and the interest rate
shall be reduced to an annual rate of 12%.






                                      -12-


<PAGE>




            7.03  REGISTRATION  STATEMENT  INFORMATION.  On request of Checkers,
NTDT will furnish to Checkers all information  concerning NTDT 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  PARTNERS.  Promptly  after the date on which NTDT
receives  actual  notice  that the  Registration  Statement  has  been  declared
effective by the SEC,  NTDT shall call a meeting of the partners of NTDT,  to be
held  within 30 days after  NTDT's  receipt of such  notice,  for the purpose of
obtaining  the  approval  of the  partners  of NTDT of  this  Agreement  and the
transactions   contemplated   herein.  NTDT  shall  distribute  a  copy  of  the
Registration  Statement  to each  partner  of NTDT along with the notice of such
meeting.

            7.05  DISSOLUTION  OF NTDT OR  DISTRIBUTION  OF COMMON  STOCK TO THE
PARTNERS.  Within one year after the Closing, NTDT shall either (i) dissolve and
wind up its affairs  pursuant to Tennessee law or (ii)  distribute the shares of
Common  Stock  issued to NTDT  pursuant  to the terms of this  Agreement  to the
partners of NTDT,  pro rata in  accordance  with their  proportionate  ownership
interest in NTDT.

            7.06  TRANSFERS  OF THE NEW NOTES AND THE  COMMON  STOCK.  Except as
permitted herein, NTDT shall not sell, pledge,  transfer or otherwise dispose of
the New Notes to be  received  by it  hereunder.  NTDT  shall not sell,  pledge,
transfer or otherwise dispose of the shares of Common Stock to be received by it
upon the  conversion of the New Notes 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, NTDT 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 limitations (NTDT shall provide Checkers with satisfactory evidence that
all sales in excess of such limits were made on an uptick).  NTDT shall not sell
any shares of Common Stock issued hereunder for  consideration  other than cash.
NTDT agrees that it will comply with all of its  obligations  under Section 6.02
hereof.  NTDT shall,  upon the  distribution  of any of the Common  Stock to any
partner of NTDT, cause such person to deliver an Agreement to Checkers as a








                                      -13-


<PAGE>



condition of such  distribution and the transfer of the ownership of such shares
upon the stock register of Checkers,  which agreement shall contain covenants of
such person  identical  to the  covenants of NTDT set forth in this Section 7.06
and a proportionate limitation on sales.


                                  ARTICLE VIII

                      MUTUAL COVENANTS OF CHECKERS AND NTDT

            Each of Checkers and NTDT 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










                                    -14-


<PAGE>


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
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 [JONES & SHOCKLEY,  1319
FIFTH AVENUE NO., NASHVILLE,  TENNESSEE], at 10:00 a.m., local time on the third
business  day  following  the date on which the  partners of NTDT  approve  this
Agreement and the transactions  contemplated  herein,  or at such other time and
place as Checkers and NTDT shall agree (the "Closing Date").  The obligations of
Checkers  and NTDT 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 NTDT

            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 NTDT 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 NTDT PARTNER  APPROVAL.  This  Agreement  and the  transactions
contemplated herein shall have been approved by the partners in NTDT pursuant to
the provisions of the partnership agreement of NTDT.








                                      -15-


<PAGE>



            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 New Notes to be issued hereunder 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 partners of NTDT approve this  Agreement and
the  transactions  contemplated  herein after the SEC declares the  Registration
Statement effective.


                                    ARTICLE X

                   CONDITIONS PRECEDENT TO OBLIGATIONS OF NTDT

            The  obligations  of NTDT 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 OFFICERS' CERTIFICATE. Checkers shall have furnished to NTDT 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 and 10.02 have been satisfied.


                                   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 NTDT set forth in Article IV of this  Agreement  shall be true and

                                      -16-


<PAGE>


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.  NTDT 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  CERTIFICATE  OF  MANAGING  GENERAL  PARTNER.  NTDT shall have
furnished to Checkers a certificate  dated the Closing Date, signed on behalf of
NTDT by its managing general  partner,  to the effect that, to his knowledge and
belief,  the  conditions  set  forth in  Sections  11.01  and  11.02  have  been
satisfied.


                                   ARTICLE XII

                DOCUMENTS TO BE DELIVERED AT THE CLOSING BY NTDT

            NTDT shall  deliver  to  Checkers  the  following  documents  at the
Closing:

            12.01 CERTIFICATE OF MANAGING GENERAL PARTNER.  A certificate of the
managing  general  partner of NTDT,  dated the Closing Date, with respect to the
matters set forth in Section 11.03 of this Agreement,  as well as the incumbency
of the corporate  officers of the managing general partner and their signatures,
good standing,  and the partner resolutions of NTDT approving this Agreement and
the transactions contemplated by this Agreement.

            12.02 THE NOTE.  The Note,  marked "Paid in Full" over the signature
of a duly authorized officer of NTDT.

            12.03 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 NTDT  the  following  documents  at the
Closing:

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






                                      -17-


<PAGE>




            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 NEW NOTES. The New Notes executed on behalf of Checkers.

            13.04 OTHER  DOCUMENTS.  Such other documents as shall be reasonably
requested  by NTDT or its counsel 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 Checkers and NTDT;  (ii)
by NTDT 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 NTDT;  (iii)
by 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 NTDT 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  Agreement,  which breach or failure is not
cured within five days after written notice thereof is given to Checkers; or (v)
by  Checkers  if there is a  breach  of or  failure  by NTDT 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 NTDT.  In the  event of
termination  and  abandonment  by any party as above  provided in clauses  (ii),
(iii),  (iv) or (v) 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.












                                      -18-


<PAGE>



                                   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 NTDT.  From and after the  Closing,  NTDT
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 NTDT  contained in this  Agreement  or otherwise  made or given in writing in
connection with this  Agreement,  (ii) any failure by NTDT 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,  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
NTDT for use  therein.  NTDT  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 NTDT 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 NTDT
promptly  and give it an  opportunity  to defend the same,  and  Checkers  shall
extend  reasonable  cooperation to NTDT in connection with such defense.  In the
event that NTDT  fails to defend the same  within a  reasonable  time,  Checkers
shall be  entitled  to assume the  defense  thereof  and NTDT 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








                                      -19-


<PAGE>



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 NTDT's 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
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 NTDT to  Checkers in writing for use  therein.  Checkers  shall be
liable to and shall reimburse  NTDT's Group for any payment made by NTDT's 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 NTDT's Group.  If
any claim covered by the foregoing  indemnity be asserted  against NTDT's Group,
NTDT shall notify  Checkers  promptly and give it an  opportunity  to defend the
same,  and NTDT's  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,  NTDT's  Group shall be entitled to assume the
defense  thereof and  Checkers  shall be liable to repay NTDT's 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  "NTDT's  Group"  shall  mean  NTDT  and its  subsidiaries,
parents, officers, directors, employees, agents, representatives,  predecessors,
successors, attorneys and accountants.













                                      -20-


<PAGE>



                                   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 NTDT;  PROVIDED,
HOWEVER,  Checkers shall have the right,  after  consulting with NTDT, 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 Stock Market.

          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 Florida 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,  except that NTDT shall
bear the expenses of any fees of NTDT's advisors, including legal counsel.

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








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<PAGE>



          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 NTDT.  Wherever any  representation,  warranty or
other statement made in this Agreement is qualified as to the knowledge of NTDT,
such  qualification  shall  mean the  actual  knowledge  of NTDT and each of the
directors and executive officers of NTDT.

          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
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, Eighth Floor
                  Clearwater, Florida 34615
                  Attention: General Counsel
                  Telecopy No.: (813) 298-2125

                  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 NTDT, to:

                  Nashville Twin Drive-Thru Partners, L.P.
                  1314 5th Avenue North, Suite 100
                  Nashville, Tennessee 37208
                  Attention: Roland Jones



                                      -22-


<PAGE>



                  Telecopy No.:

                  with a copy to:

                  Susan Short Jones, Esquire
                  Jones & Shockley
                  1319 Fifth Avenue No.
                  Nashville, Tennessee  37208
                  Telecopy No.:

          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 NTDT's 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.

          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.








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<PAGE>




          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 NTDT in cash of the amount of One  Hundred Ten  Thousand
Dollars ($110,000.00), One Hundred Thousand Dollars ($100,000.00) of which is to
be applied  against the principal  balance due under the Note, as required under
Section  6.07  hereof,  and Ten  Thousand  Dollars  ($10,000.00)  of which is to
reimburse NTDT for legal expenses as required under Section 6.08.

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<PAGE>


            IN WITNESS  WHEREOF,  each of the parties  hereto has executed  this
Agreement as of the day and year first above written.


                              CHECKERS DRIVE-IN RESTAURANTS, INC.


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


                              NASHVILLE TWIN DRIVE-THRU PARTNERS, L.P.

                              By:   Jones & Jones Twin Drive-Thru, Inc.,
                                    General Partner

                                    By:   /s/ Roland L. Jones
                                       -----------------------------------------
                                          Roland L. Jones, President


                              By:   NTD Enterprises, Inc.,
                                    General Partner

                                    By:   /s/ David M. Wilds
                                       -----------------------------------------
                                         David M. Wilds, President


                              JONES & JONES TWIN DRIVE-THRU, INC.


                              By:   /s/ Roland L. Jones
                                 -----------------------------------------------
                                    Roland L. Jones, President


                              NTD ENTERPRISES, INC.,


                              By:   /s/ David M. Wilds
                                 -----------------------------------------------
                                    David M. Wilds, President


                                   /s/ Roland L. Jones
                             ---------------------------------------------------
                             ROLAND L. JONES, Individually


                                      -25-