Exhibit 10.28



                        AMENDMENT TO MASTER LEASE

     THIS AMENDMENT TO MASTER LEASE (this "Amendment") is made and entered
into as of January 28, 2002 (the "Effective Date"), by and between SHONEY'S
PROPERTIES GROUP 3, LLC, a Delaware limited liability company ("Lessor"),
whose address is 1727 Elm Hill Pike, Nashville, Tennessee 37210, and
SHONEY'S, INC., a Tennessee corporation ("Lessee"), whose address is 1727 Elm
Hill Pike, Nashville, Tennessee 37210.

                             WITNESSETH:

     WHEREAS, Lessor is the owner of that certain real estate legally
described in Exhibit A attached hereto, together with all rights, privileges
and appurtenances associated therewith, and all buildings, fixtures and other
improvements now located thereon (the "Released Premises");

     WHEREAS, Lessor, as lessor, and Lessee, as lessee, entered into that
certain Master Lease dated as of September 6, 2000, with respect to the
Released Premises and other properties (as amended from time to time, the
"Master Lease");

     WHEREAS, on the Effective Date and concurrently with the execution of
this Amendment, Lessor is acquiring fee simple title to that certain real
estate legally described in Exhibit B attached hereto, together with all
rights, privileges and appurtenances associated therewith, and all buildings,
fixtures and other improvements now located thereon (the "Substitute
Premises");

     WHEREAS, Lessor and Lessee, among others, have entered into that certain
Substitution Agreement of even date herewith (the "Substitution Agreement"),
providing for, among other things, the removal of the Released Premises (but
not any other properties) from, and the addition of the Substitute Premises
to, the scope and effect of the Master Lease, effective as of the Effective
Date;

     WHEREAS, GE Capital Franchise Finance Corporation, a Delaware
corporation, successor by merger to FFCA Acquisition Corporation ("FFC"), has
provided loans to Lessor which are secured, in part, by an assignment of the
lessor's interest in the Master Lease, and FFC has sold, conveyed,
transferred and assigned its right, title and interest in and to the loans
and the security therefor to LaSalle Bank National Association, as Indenture
Trustee, pursuant to that certain Indenture dated as of November 1, 2000
("Lender");

     WHEREAS, the parties intend that all of the properties subject to the
Master Lease other than the Released Premises (the "Remaining Premises") will
remain, and the Substitute Premises will become, subject to the terms and
provisions of the Master Lease (as the same may be modified as a result of
this Amendment); and

     WHEREAS, Lessor and Lessee desire to partially terminate the Master
Lease solely as to the Released Premises and all of their rights and
obligations as to the Released Premises, except as otherwise set forth in
this Amendment.



                                     1

     NOW, THEREFORE, in consideration of the mutual agreements contained
herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Lessor and Lessee agree as
follows:

     1. Capitalized terms used but not otherwise defined in this Amendment
shall have the meanings ascribed to them in the Master Lease.

     2. In consideration of the rentals and other sums to be paid by Lessee
and of the other terms, covenants and conditions on Lessee's part to be kept
and performed, Lessor hereby leases to Lessee, and Lessee hereby takes and
hires, the Substitute Premises.  From and after the execution and delivery of
this Amendment by the parties, the Substitute Premises shall be subject to
all of the terms and conditions of the Master Lease as if originally included
therein.  Without limiting the generality of the foregoing, from and after
the execution and delivery of this Amendment by the parties:  (a) the
Substitute Premises shall be included within the meaning of the terms
"Property" and Properties" for all purposes of the Master Lease as if
originally included therein; (b) that certain Deed of Trust, Assignment of
Rents and Leases, Security Agreement and Fixture Filing of even date herewith
encumbering the Substitute Premises made by Lessor in favor of Lender, shall
be included within the meaning of the term "Mortgages" for all purposes of
the Master Lease, and the Master Lease shall automatically be subordinate
thereto; (c) that certain Memorandum of Master Lease of even date herewith
made by Lessor and Lessee for recordation in the applicable real property
records for the Substitute Premises shall be included within the meaning of
the term "Memorandum" for all purposes of the Master Lease; (d) all
machinery, appliances, furniture, equipment, trade fixtures and other
personal property now or hereafter located on the Substitute Premises (but
not the HVAC, walk-in coolers, walk-in freezers, supply fans, exhaust fans,
air ducts, hoods, vents, built-in sinks, built-in countertops, plumbing and
electrical fixtures, sign poles and lighting poles, all of which are intended
to be fixtures as such term is used within the definition of "Properties" in
the Master Lease) shall be included within the meaning of the term
"Personalty" for all purposes of the Master Lease; (e) the term
"Questionnaires" as used in the Master Lease shall include any environmental
questionnaires delivered by Lessor, Lessee or any of the Related Lessors to
Lender or Environmental Insurer pursuant to the Substitution Agreement; (f)
the addition of the Substitute Premises to the Properties shall not cause an
adjustment in the amount of the Base Annual Rental and Additional Rental from
the amounts payable in accordance with the terms of the Master Lease; (g) the
Master Lease and all obligations thereunder shall continue in full force and
effect and shall survive the modification of the Master Lease pursuant
hereto, except as otherwise expressly provided herein with respect to the
Released Premises.

     3. The Master Lease is hereby terminated as to the Released Premises
only, as of the Effective Date; provided, however, such partial termination
shall not be construed or interpreted as: (a) terminating, limiting or
affecting in any manner the obligations and liabilities of Lessee pursuant to
the Master Lease as to the Remaining Premises and the Substitute Premises,
and such obligations under the Master Lease as to the Remaining Premises and
the Substitute Premises shall survive any amendments, partial cancellation or
partial termination of the Master Lease and the Master Lease shall remain in
full force and effect as to such Remaining Premises and Substitute Premises
and shall survive the execution and delivery of the Substitution Agreement
and all instruments contemplated thereby; or, (b) modifying, amending,
terminating, limiting or



                                     2

affecting in any manner the obligations and liabilities of Lessee pursuant to
the Master Lease as set forth in the following Section 4.

     4. As to the Released Premises only, Lessee hereby surrenders,
relinquishes and releases unto Lessor all of its right, title and interest in
and to the Master Lease and the Released Premises, and in consideration of
the release of the remainder of the term of the Master Lease as it pertains
to the Released Premises and other good and valuable consideration, Lessor
hereby agrees that Lessee shall be discharged, relieved and released from any
liability for rents or other charges and all other Master Lease obligations
arising and accruing with respect to the Master Lease as to the Released
Premises only from and after the Effective Date; provided, however, such
partial surrender, relinquishment, discharge and release shall not be
interpreted or construed as modifying, amending, terminating, limiting or
affecting in any manner (the "Continuing Obligations"):

     (i)        Lessee's obligations and liabilities arising under the
                Master Lease which have accrued as to the Released Premises
                prior to the Effective Date;

     (ii)       Lessee's indemnification and hold harmless obligations to
                Lessor set forth in Section 19 of the Master Lease as to the
                Released Premises; and

     (iii)      any obligations and liabilities of Lessee to Lessor which
                have accrued prior to the Effective Date that are contained
                in any estoppel certificate relating to the Released
                Premises delivered by Lessee to Lessor under the Master
                Lease.

As to the Released Premises, Lessee shall be obligated to pay and perform all
of the Continuing Obligations in accordance with the corresponding terms and
provisions of the Master Lease.

     5. Lessee agrees to and does hereby release and discharge Lessor, its
employees, officers, directors, shareholders, agents, representatives,
affiliates, successors and assigns, as applicable (collectively, the
"Released Parties"), from all claims, and demands of any nature (known or
unknown, matured or unmatured) whatsoever which Lessee may now have or
hereafter have or claim to have against any of the Released Parties with
respect to the Master Lease and/or the Released Premises, whether arising on,
prior to or after the Effective Date, except as expressly set forth in the
Substitution Agreement.

     6. The parties acknowledge and agree that the partial termination of the
Master Lease with respect to the Released Premises accomplished by this
Amendment shall have no effect on the Remaining Premises, the Substitute
Premises and/or the Master Lease as it applies to such Remaining Premises and
Substitute Premises, and an appropriate notation of the removal of the
Released Premises and the addition of the Substitute Premises shall be made
by Lessor to Exhibit A and Exhibit A-1 of the Master Lease and Lessee shall
be deemed to request Lessor to make such notation, deleting the Released
Premises from, and adding the Substitute Premises to, such Exhibit A and
Exhibit A-1 and thereafter no further amendment, modification or change shall
be required to be made to the Master Lease.



                                     3

     7. This Amendment sets forth all of the terms, conditions and
understandings between Lessor and Lessee with respect to the amendment of the
Master Lease with respect to the Released Premises and the Substitute
Premises, and there are no terms, conditions or understandings, either oral
or written, between the parties hereto with regard to the amendment of the
Master Lease other than as set forth herein.  No alteration, amendment,
change or addition to this Amendment shall be binding unless reduced to
writing and signed by all of the parties hereto.

     8. This Amendment shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns.

     9. This Amendment may be executed in one or more counterparts, each of
which shall be deemed an original.

     IN WITNESS WHEREOF, Lessor and Lessee have caused this Amendment to be
duly executed as of the Effective Date.

                                      LESSOR:

                                      SHONEY'S PROPERTIES GROUP 3, LLC, a
                                      Delaware limited liability company

                                      By: Shoney's, Inc., a Tennessee
                                          corporation, its managing member

                                      By  /s/ F. E. McDaniel, Jr.
                                          -----------------------------------
                                          F. E. McDaniel, Jr.
                                          Secretary, Treasurer and General
                                          Counsel

                                      LESSEE:

                                      SHONEY'S, INC., a Tennessee corporation


                                      By /s/ F. E. McDaniel, Jr.
                                         ------------------------------------
                                         F. E. McDaniel, Jr.
                                         Secretary, Treasurer and General
                                         Counsel





                                     4


STATE OF ARIZONA        )
                        ) SS.
COUNTY OF MARICOPA      )

     This instrument was acknowledged before me this 8th day of January,
2002, by F. E. McDaniel, Jr., the Secretary, Treasurer and General Counsel of
Shoney's, Inc., a Tennessee corporation, managing member of Shoney's
Properties Group 3, LLC, a Delaware limited liability company, on behalf of
the corporation and limited liability company.


                                           /s/ Susan R. Kudenova
                                           ----------------------------------
                                           Notary Public
My Commission Expires:

5/17/05
----------------------




STATE OF ARIZONA        )
                        ) SS.
COUNTY OF MARICOPA      )

     The foregoing instrument was acknowledged before me on January 8th, 2002
by F. E. McDaniel, Jr., the Secretary, Treasurer and General Counsel of
Shoney's, Inc., a Tennessee corporation, on behalf of the corporation.

                                           /s/ Susan R. Kudenova
                                           ----------------------------------
                                           Notary Public
My Commission Expires:

5/17/05
----------------------







                                     5


EXHIBIT A - LEGAL DESCRIPTION OF RELEASED PREMISES

EXHIBIT B - LEGAL DESCRIPTION OF SUBSTITUTE PREMISES

Omitted due to immateriality.