Exhibit 10.4


     MODIFICATION AGREEMENT ("Modification Agreement") dated as of June 11,
2001 by and between Shoney's, Inc., a Tennessee corporation ("Shoney's") and
Commissary Operations, Inc., a Tennessee corporation ("Commissary
Operations").

                                RECITALS
                                -------

A..  Reference is made to the certain distribution service agreement (the
"Shoney's Distribution Service Agreement") dated as of October 23, 2000 by
and between Shoney's "Shoney's" restaurant division and Commissary
Operations.

B.  Reference is also made to the certain stock purchase agreement (the
"Stock Purchase Agreement") dated as of May 15, 2001 by and between Shoney's
and COI Acquisition Company ("COI Acquisition").

C.  Pursuant to Section 7.1.9 of the Stock Purchase Agreement and as a
condition precedent to the consummation of the Stock Purchase Agreement, the
parties hereto agree to modify and amend the Shoney's Distribution Service
Agreement as set forth below.

THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY
WHICH ARE HEREBY ACKNOWLEDGED, IT IS AGREED AS FOLLOWS:


1.  The defined terms used herein shall have the same definition as contained
in the Shoney's Distribution Service Agreement, unless otherwise specified.

2.  The parties hereto acknowledge and agree that, in lieu of the Seven and
One-Half (7.5%) percent markup for the "Food" category contained on Schedule
C, Section 1 to the Shoney's Distribution Service Agreement, the markup for
the "Food" category shall be calculated, as of the date of this Modification
Agreement and thereafter, in accordance with the following schedule, based
upon the number of Shoney's-owned "Shoney's" restaurants served by Commissary
Operations pursuant to the Shoney's Distribution Service Agreement:

               Number of Stores*                  Revised
               From    /      To                  Markup
               ------------------------------------------

               245            236                 7.50%
               235            226                 7.65%
               225            216                 7.80%
               215            206                 7.95%
               205            196                 8.10%
               195            186                 8.25%
               185            176                 8.75%
               175            166                 9.25%
               165            156                 9.75%

     If the number of Shoney's owned and operated "Shoney's" restaurants is
less than 186 and Commissary Operations elects to increase the contract
markup on food products (excluding produce) in excess of 8.25%, then Shoney's
or Commissary Operations will have the option to cancel the contract with six
months written notice to the other party.


3.  With respect to the schedule set forth in Section 2 above, the change of
a restaurant to a concept other than a "Shoney's" restaurant shall not be
deemed a decrease in the number of restaurants serviced so long as such
restaurant continues to be serviced by Commissary Operations.

4.  Notwithstanding anything to the contrary contained in the Shoney's
Distribution Service Agreement or otherwise, in the event that Shoney's sells
its Shoney's restaurant division to a third party, in whole or in part, with
the intent that such restaurants continue to be operated as "Shoney's"
restaurants thereafter, then Shoney's hereby agrees to use its best efforts
to cause the purchaser of such restaurants to assume the Shoney's
Distribution Service Agreement with respect to such restaurants.  In the
event that the Shoney's Distribution Service Agreement is so assumed, then
the numbers of such restaurants shall be utilized in calculating the markup
under the schedule set forth in Section 2 above.

5.  Except as expressly modified herein, the Shoney's Distribution Service
Agreement shall remain in full force and effect.

                                        AGREED:

                                        SHONEY'S, INC.


                                        By: /s/ James M. Beltrame
                                            --------------------------------
                                        Name: James M. Beltrame
                                              ------------------------------
                                        Title: CFO
                                              ------------------------------


                                        COMMISSARY OPERATIONS, INC.


                                        By: /s/ Lloyd W. Baldridge, Jr.
                                            --------------------------------
                                        Name: Lloyd W. Baldridge, Jr.
                                              ------------------------------
                                        Title: Vice President and CFO
                                              ------------------------------






                                   2