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                                                                    EXHIBIT 10.3


                            FIRST AMENDMENT TO LEASE

        THIS FIRST AMENDMENT TO LEASE (this "AMENDMENT") made this 9th day of
July, 2001, is by and among O'CHARLEY'S INC., a Tennessee corporation ("LESSEE")
and FIRST AMERICAN BUSINESS CAPITAL, INC., a Tennessee corporation ("LESSOR").

                                    RECITALS:

        Lessee entered into that certain Lease, dated as of October 10, 2000
(the "LEASE") with Lessor. The Lessee has requested that certain provisions of
the Lease be changed and the Lessor has agreed to such changes in the Lease
subject to, among other things, the execution of this Amendment and the
satisfaction of the conditions contained herein.

        NOW, THEREFORE, in consideration of the foregoing premises, and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

        1. Section 1.1 of the Lease is hereby amended in its entirety to read as
follows:

                Each Property is leased for a period (the "PRIMARY TERM") which
        shall commence on the applicable Effective Date (as applicable, the
        "COMMENCEMENT DATE") and shall end on October 5, 2006 (the "EXPIRATION
        DATE") or such earlier date as this Lease shall be terminated pursuant
        to any provision hereof; provided, however, that this Lease may be
        extended for the First Extended Term and the Second Extended Term
        pursuant to SECTION 33.3 hereof (the Primary Term, the First Extended
        Term, if any, and the Second Extended Term, if any, collectively, the
        "TERM").

                Upon Substantial Completion of any Property, Lessee will deliver
        to Lessor a certificate establishing that Substantial Completion has
        occurred with respect to such Property.

        2. The first sentence of Section 33.3 of the Lease is hereby amended in
its entirety to read as follows:

                Lessee shall have the right, exercisable by giving notice to
        Lessor at least fourteen (14) months prior to the Expiration Date, to
        request that the Lessor extend this Lease for an additional term (the
        "FIRST EXTENDED TERM") for one period of five (5) years from the
        Expiration Date. Lessee shall also have the right, exercisable by giving
        notice to Lessor at lease fourteen (14) months prior to the expiration
        of the First Extended Term to request that the Lessor extend this Lease
        for an additional term (the "SECOND EXTENDED TERM") for one period of
        four (4) years from the expiration of the First Extended Term.

        3. Conditions. The effectiveness of this Amendment is expressly
contingent upon Lessee's delivery to Lessor of the following amounts and
documents, in form and content acceptable to Agent, in its sole discretion:

        (a) This Amendment executed by the Lessee;

        (b) Payment of all reasonable costs and expenses incurred by Lessor
            in connection with the Amendment, including, without limitation,
            reasonable attorneys' fees.


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        4. Ratification. Subject to the terms hereof, Lessee hereby restates and
ratifies, as of the date hereof, all the representations, warranties and
covenants of Lessee contained in the Lease and confirms that the terms and
conditions of the Lease, as amended hereby, remain in full force and effect,
that no Event of Default under the Lease has occurred and continues to exist and
that the terms of Section 27 of the Lease, as hereby amended, shall continue to
govern the Lease and shall govern this Amendment.




                           [SIGNATURE PAGE TO FOLLOW]












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        IN WITNESS WHEREOF, the parties hereby have duly executed this Agreement
as of the day and year first above written.

                                       LESSEE:

                                       O'CHARLEY'S INC.


                                       By: /s/ A. Chad Fitzhugh
                                          --------------------------------------

                                       Title: Chief Financial Officer
                                             -----------------------------------


                                       LESSOR:

                                       FIRST AMERICAN BUSINESS CAPITAL, INC.

                                       By: /s/ Mary Buckner
                                          --------------------------------------

                                       Title: Senior Vice President
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