EMPLOYMENT AGREEMENT
                           --------------------


     THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of this 1st day
of January, 2001, between PHOENIX RESTAURANT GROUP, INC., a Georgia
corporation, whose principal place of business is located at 7373 North
Scottsdale Road, Suite D-120, Scottsdale, Arizona 85253 (the "Employer"), and
W. CRAIG BARBER, a resident of Davidson County, Tennessee, whose address is
1609 Clearview Drive, Brentwood, Tennessee, 37027 (the "Employee").


1.   TERM OF EMPLOYMENT.

     1.1 Employment.  Employer hereby employs Employee, and Employee
     hereby accepts employment with Employer for the Employment Term (as
     hereinafter defined). Notwithstanding anything to the contrary in
     this Agreement and subject to the other provisions of this Agreement,
     Employee's employment is at the will of Employer.

     1.2 Employment Term.  The term of this Agreement and the Employment
     Term shall be three years, commencing on January 1, 2001, and
     terminating on December 31, 2003, unless extended or sooner
     terminated as herein provided.

     1.3 Annual Extension.  On January 1 of each year beginning January
     1, 2002 (each such date an "Anniversary Date"), unless either party
     to this Agreement has notified the other in writing not less than
     five (5) business days prior to such Anniversary Date of that party's
     intention to allow this Agreement to expire and not be renewed at the
     end of the then current Employment Term, the Employment Term shall
     automatically be extended for one (1) calendar year on each
     Anniversary Date

     14. Change in Control.

     1.4.1 Extension Because of Change in Control.  In the event of a
     Change in Control (as hereinafter defined), the Employment Term shall
     automatically be extended so that the Employment Term then ends three
     (3) calendar years from the date of the Change in Control.  For
     purposes of this Agreement, a "Change in Control" of Employer shall
     mean a change in control of a nature that would be required to be
     reported in response to Item 6(e) of Schedule 14A of Regulation 14A
     promulgated under the Securities Exchange Act of 1934, as amended
     (the "Exchange Act"); provided, however, that, without limitation,
     such a Change in Control shall be deemed to have occurred if (a) any
     "person" (as such term is used in Sections 13(d) and 14(d) of the
     Exchange Act) is or becomes the "beneficial owner" (as defined in
     Rule 13d-3 under the Exchange Act), directly or indirectly, of
     securities of Employer representing 50% or more of the combined
     voting power of Employer's then-outstanding voting securities
     (provided, however, that conversion of the Debenture issued by the
     Employer's predecessor and dated September 30, 1997, in the amount
     of Four Million Four Hundred Thousand Dollars ($4,400,000.00) and
     made payable to CNL Growth Corp., as Agent therein, shall not be
     deemed a Change





     in Control for purposes of this instrument), (b) all or substantially
     all of the assets of the Employer are sold, exchanged or otherwise
     transferred (other than to secure debt owed by Employer); (c) the
     Employer's shareholders approve a plan of liquidation or dissolution;
     or (d) during the Employment Term, individuals who at the beginning
     of the Employment Term constitute members of the Board of Directors
     of Employer cease for any reason to constitute a majority thereof
     unless the election, or the nomination for election by Employer's
     shareholders, of each new director was approved by a vote of at least
     two-thirds of the directors then still in office who were directors
     at the beginning of the Employment Term.

     1.4.2 Potential Change in Control.  In the event of a Potential
     Change in Control (as hereinafter defined), Employee agrees to remain
     employed by Employer from the time period beginning with the
     Potential Change in Control and continuing through the earlier of two
     (2) months after a Change in Control occurs (as defined in Section
     1.4.1) or the one-year anniversary of the commencement of the
     Potential Change in Control period.  If Employee chooses to terminate
     his employment after a Change in Control occurs, the provisions set
     forth at Section 4.2.1 of this Agreement control such action.  For
     purposes of this Agreement, a "Potential Change in Control" shall
     occur upon the execution of any agreement or memorandum of
     understanding, the completion of which would result in a "Change in
     Control" as defined in Section 1.4.1 of this Agreement or the
     commencement of a proxy contest or a tender offer that has the
     potential of causing a "Change in Control" as defined in Section
     1.4.1 of this Agreement.


2.   DUTIES OF EMPLOYEE.

     2.1 General Duties.  Employee is hereby employed as President of
     Employer with such duties and responsibilities as Employer's Board
     of Directors shall designate.  He shall do and perform all services,
     acts, or things necessary or advisable to manage and conduct the
     business of Employer, subject always to the policies set forth by
     Employer's Board of Directors, in accordance with any and all
     governing rules and regulations of regulatory agencies.

     2.2 Devotion of Entire Time to Employer's Business.  Employee will
     devote his entire productive time, ability, and attention during
     normal business hours to the business of Employer during the
     Employment Term; provided, however, that it is acknowledged and
     understood that the foregoing shall not require Employee to relocate
     from his home in the Nashville, Tennessee area.  Employee shall not,
     directly or indirectly, render any services of a business,
     commercial, or professional nature to any other person or
     organization, whether for compensation or otherwise, without the
     prior written consent of Employer's Board of Directors; provided,
     however, that the foregoing shall not preclude reasonable
     participation as a member in community, civic, or similar
     organizations, or the pursuit of personal investments that neither
     interfere nor conflict with his normal business activities for
     Employer.




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     2.3 Disclosure of Information.  Employee recognizes and acknowledges
     that, as a result of this employment by Employer, he will become
     familiar with and acquire knowledge of confidential information and
     certain trade secrets that are valuable, special, and unique assets
     of Employer.  Employee agrees that any such confidential information
     and trade secrets are the property of Employer.  Therefore, Employee
     agrees that, for and during the entire Employment Term, any such
     confidential information and trade secrets shall be considered to be
     proprietary to Employer and kept as the private records of Employer
     and will not be divulged to any firm, individual, or institution
     except pursuant to and within the course and scope of Employee's
     employment hereunder.  Further, upon termination of this Agreement
     for any reason whatsoever, Employee agrees that he will continue to
     treat as private and proprietary to Employer any such confidential
     information and trade secrets to any person, firm or institution, and
     will not use such information to the detriment of Employer.  The
     parties agree that nothing in this Agreement shall be construed as
     prohibiting Employer from pursuing any remedies available to it for
     any breach or threatened breach of this Section 2.3, including,
     without limitation, the recovery of damages from Employee or any
     person or entity acting in concert with Employee.


3.   COMPENSATION OF EMPLOYEE.

     3.1 Salary.  As compensation for his services hereunder, Employee
     shall receive a base salary (the "Base Salary") per annum of
     $275,000, which shall be payable in accordance with the general
     payroll practices of Employer.  Increases in the Base Salary may be
     made in the sole discretion of Employer's Board of Directors.

     3.2 Bonuses.  Employee shall be eligible for an annual bonus as
     established by the Board of Directors through the annual bonus plan.

     3.3 Other Benefit Programs.  Employee shall be entitled to
     participate in all employee benefit, bonus and similar programs,
     including, without limitation, programs of insurance, deferred
     compensation arrangements, and all other benefits made available by
     Employer to management.  During the Employment Term, so long as any
     additional benefit is made available to management by Employer, such
     benefit shall be provided to Employee. By way of explanation, and not
     by way of limitation, Employee shall be entitled to additional
     compensation for the use of an automobile of make, model, and year
     of manufacture commensurate with the position of Employee.

     3.4 Vacation.  Employee shall be entitled annually to four (4) weeks
     of paid vacation.



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     3.5 Expense Reimbursement.  Employee shall be entitled reimbursement
     of all business expenses (including, without limitation, expenses for
     travel to and from Nashville, Tennessee and Scottsdale, Arizona) upon
     providing Employer with substantiation of such expenses.

4.   TERMINATION OF EMPLOYMENT; SEVERANCE.

     4.1 By Employer.

     4.1.1 Termination Without Cause.  Employer's Board of Directors may
     terminate Employee's employment, with or without cause, at any time
     by giving written notice of such termination to Employee, such
     termination of employment to be effective on a date specified in such
     notice; provided, however, that only in the event of such a
     termination without cause Employee shall be entitled to receive the
     greater of (a) the Base Salary and bonus paid or accrued on
     Employee's behalf for the fiscal year of Employer immediately prior
     to the fiscal year in which the termination took place; or (b) the
     amount due Employee for Base Salary during the balance of the then-
     current Employment Term.  Payments shall be made, at the option of
     Employer, in cash or, in the case of the preceding item (a), in equal
     weekly payments using Employer's regular payroll periods or, in the
     case of the preceding item (b), over the balance of the Employment
     Term at the same time as current wages and bonuses are normally
     payable.  Employee's participation in all benefit programs other than
     life, medical and disability insurance shall cease as of the date of
     termination. Employee's participation in the life, medical and
     disability insurance programs shall continue until the earlier of:
     (a) such time as Employee is employed by another employer and is
     covered or permitted to be covered by benefit plans of another
     employer without regard to the extent of such coverage; (b) the
     Employer no longer provides such benefit plans to Employer's
     management employees; or (c) the expiration of the Employment Term
     in effect at the time of termination.  This provision supersedes any
     other severance program or policy that may be offered by Employer and
     is in lieu of such plan rather than in addition to other severance
     plans that may be in place, except with regard to any rights Employee
     may have pursuant to COBRA.

     4.1.2. Termination for Cause.  If Employee is terminated for cause,
     Employer shall have no further obligation whatsoever to Employee
     hereunder, and Employee's participation in all benefit programs shall
     cease as of the date of termination. For purposes of this Agreement,
     "cause" shall mean any one of the following: (i) Employee's personal
     dishonesty in connection with his duties to Employer; (ii) Employee's
     willful misconduct in the performance of his duties with Employer;
     (iii) breach of fiduciary duty to the Employer involving personal
     profit by Employee; (iv) conviction of Employee for any felony or
     crime involving moral turpitude; (v) material intentional breach by
     Employee of any provision of this Agreement; or (vi) unsatisfactory
     performance by Employee of the duties designated for Employee by
     Employer's Board of Directors as a result of alcohol or drug use by
     Employee.

     4.2 Termination by Employee.


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     4.2.1 Termination After Change in Control.  In the event a Change in
     Control occurs, Employee, at any time within ninety (90) days after
     such Change in Control, may terminate his employment with Employer
     by giving not less than sixty (60) nor more than ninety (90) days'
     prior written notice of such termination to Employer.  In the event
     that Employee terminates his employment pursuant to this Section
     4.2.1, he shall be entitled to receive the greater of: (A) an amount
     equal to two (2) times the base salary and bonus paid or accrued on
     Employee's behalf for the fiscal year of Employer immediately prior
     to the fiscal year in which the termination took place; or (B) the
     amount due Employee for base salary during the balance of the then-
     current Employment Term.  Payments shall be made in the case of the
     preceding item (A) in equal weekly payments using employer's regular
     payroll periods or, in the case of the preceding item (B), over the
     balance of the employment term at the same time as current wages and
     bonuses normally are payable.  Employee's participation in all
     benefit programs other than life, medical and disability insurance
     shall cease as of the date of termination from active employment with
     Employer.  Employee's participation in the life, medical and
     disability insurance programs shall continue until the earlier of:
     (a) such time as Employee is employed by another employer and is
     covered or permitted to be covered by benefit plans of another
     employer without regard to the extent of such coverage; (b) the
     Employer no longer provides such benefit plans to Employer's other
     management employees; or (c) the expiration of the Employment Term
     then in effect. Nothing contained herein is intended to in any way
     limit Employee's rights under COBRA.

     4.2.2 Termination Other Than After Change in Control.  Except as
     limited by Section 1.4.2 of this Agreement, Employee may terminate
     his employment with Employer at any time without further obligation
     whatsoever by either party hereunder (except for the obligations and
     covenants of Employee pursuant to Sections 2.3 and 4.4, which shall
     survive termination as specified herein) by giving not less than
     sixty (60) nor more than ninety (90) days' prior written notice of
     such termination to Employer.

     4.3 Effect of Termination on Stock Options.  In the event of any
     termination of this Agreement and the Employment Term, all stock
     options held by Employee that are vested prior to the effective date
     of the termination shall be exercisable in accordance with their
     terms, and all stock options held by Employee that are not vested
     prior to the effective date of the termination shall lapse and be
     void.  Also, in the event of any termination of Employee's employment
     pursuant to Section 4.1.1 or Section 4.2.1, then, in addition to any
     other rights of Employee hereunder, Employee shall receive, within
     thirty (30) days after such termination, a lump sum cash distribution
     equal to: (a) the number of shares of Employer's common stock that
     is subject to options held by Employee which are not vested on the
     date of termination of employment; multiplied by (b) the difference
     between: (i) the closing price of a share of Employer's common stock
     as of the day prior to the effective date of termination of
     employment (or, if the United States securities trading markets are
     closed on that date, on the last preceding date on which the United
     States securities trading markets were open for trading), and (ii)
     the applicable exercise price(s) of such non-vested shares.




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     4.4 Covenant Not to Compete.  Employee acknowledges that Employer's
     business is built upon the confidence of its customers, suppliers,
     employees, and the general public, and that Employee will acquire
     confidential knowledge that should not be divulged or used for his
     own benefit.  In the event of any termination of Employee's
     employment pursuant to Sections 4.1.2, 4.2.1 or 4.2.2 of this
     Agreement, Employee covenants and agrees that, for a period of one
     year from the effective date of his termination from active
     employment with the Employer, he will not engage in, own, manage,
     operate, control, or participate in any food service business that
     conducts or franchises activities which are the same as or similar
     to the restaurant concepts and operations of Employer as an employer,
     employee, principal, partner, director, agent, or otherwise, directly
     or indirectly, anywhere in the United States of America.  Employee
     understands and acknowledges that his violation of this covenant not
     to compete would cause irreparable harm to Employer, and Employer
     would be entitled to seek an injunction by any court of competent
     jurisdiction enjoining and restraining Employee and each and every
     other person concerned from any employment, service, or other act
     prohibited by this Agreement.  Employee and Employer recognize and
     acknowledge that the area and time limitations contained in this
     Agreement are reasonable. In addition, Employee and Employer
     recognize and acknowledge that the area and time limitations are
     properly required for the protection of the business interests of
     Employer due to Employee's status and reputation in the industry and
     the knowledge to be acquired by Employee through his association with
     Employer's business and the public's close identification of Employee
     with Employer and Employer with Employee. The parties agree that
     nothing in this Agreement shall be construed as prohibiting Employer
     from pursuing any other remedies available to it for any breach or
     threatened breach of this covenant not to compete, including, without
     limitation, the recovery of damages from Employee or any other person
     or entity acting in concert with Employee. Employee also agrees that,
     in the event he breaches this covenant not to compete, Employee will
     pay reasonable attorneys' fees and expenses incurred by Employer in
     enforcing this covenant not to compete.  Employee acknowledges and
     understands that, as consideration for his execution of this
     Agreement and his agreement with the terms of this covenant not to
     compete, Employee will receive employment by Employer in accordance
     with this Agreement.  Employer acknowledges that Employee's execution
     of this Agreement and agreement with the terms of this covenant not
     to compete is consideration for Employer's agreement to employ
     Employee pursuant to this Agreement.  If any part of this covenant
     not to compete is found to be unreasonable, then it may be amended
     by appropriate order of a court of competent jurisdiction to the
     extent deemed reasonable.  Employer shall receive injunctive relief
     without the necessity of posting bond or other security, such bond
     or other security being hereby waived by Employee.


5.   DEATH OR DISABILITY OF EMPLOYEE.

     5.1 Death of Employee.  In the event Employee dies during the
     Employment Term, this Agreement and the Employment Term shall
     terminate upon Employee's death. Employee's estate shall be entitled
     to any Base Salary earned but not paid plus any bonus



                                    6

     accrued by Employer for Employee through the date of death plus an
     amount equal to the Base Salary and bonus received by Employee in the
     last full year immediately prior to the death of Employee.  Such
     payment shall be paid in lump sum to the Employee's estate within
     ninety (90) days after Employer is given notice of Employee's death.

     5.2 Disability of Employee.  Employer has disability insurance
     insuring those individuals holding management positions, and Employee
     is included under such disability insurance.  In the event of the
     Disability (as hereinafter defined) of Employee, this Agreement and
     the Employment Term shall terminate.  Upon a termination resulting
     from the Disability of Employee, Employee shall be entitled to
     receive (i) any Base Salary earned but not paid through the date that
     Employee becomes eligible for disability payments under such
     disability insurance, and (ii) an amount equal to the Base Salary and
     bonus received by Employee in the last full fiscal year of Employer
     immediately prior to the Disability of Employee, which amount shall
     be payable, at the option of Employee, in a lump sum payment or in
     equal installments paid in accordance with the general payroll
     policies of Employer over a period not to exceed three (3) years from
     the effective date of a termination due to the Disability of
     Employee; provided, however, that Employee shall not be entitled to
     any payments under this Section 5.2 in the event this Agreement is
     terminated pursuant to Section 4.1.2 hereof regardless of whether the
     "cause" for which this Agreement is terminated pursuant to Section
     4.1.2 also may constitute a Disability. For purposes of this
     Agreement, a "Disability" of Employee shall occur if (i) Employee
     suffers any mental or physical condition that impairs Employee's
     ability to perform the essential functions of his duties hereunder
     and (ii) Employee, within thirty (30) days after Employee receives
     written notice from Employer requesting that Employee resume his
     duties hereunder, is unable or refuses to do so.


6.   GENERAL PROVISIONS.

     6.1 Expenses.  Employer shall reimburse Employee for all reasonable
     and necessary business expenses of Employee incurred in the conduct
     of his duties hereunder.  Employee shall comply with all applicable
     policies of Employer with respect to documentation and approval of
     such expenses.

     6.2 Notices.  Any notices to be given hereunder by either party to
     the other may be effected by personal delivery in writing or by mail,
     registered or certified, postage prepaid, with return receipt
     requested.  Mailed notices shall be addressed to the parties at the
     addresses appearing in the introductory paragraph of this Agreement
     (to the attention of the Secretary in the case of notices to
     Employer), but each party may change such address by written notice
     in accordance with this Section 6.2.  Notices delivered personally
     shall be deemed communicated at the time of the actual receipt;
     mailed notices shall be deemed communicated as of the second day
     following deposit in the United States Mail.




                                      7


     6.3 Entire Agreement.  This Agreement supersedes any and all other
     agreements, either oral or in writing, between the parties hereto
     with respect to the employment of Employee by Employer and contains
     all of the covenants and agreements between the parties with respect
     to such employment in any manner whatsoever, with the exception of
     certain stock options, the terms and conditions of which shall be
     governed by the particular stock option agreements.  Each party to
     this Agreement acknowledges that no representations, inducements,
     promises, or agreements, orally or otherwise, have been made by any
     party, or anyone acting on behalf of any party, which are not
     embodied herein and that no other agreement shall be valid or binding
     unless in writing and signed by the party against whom enforcement
     of such agreement is sought.  Any modification of this Agreement will
     be effective only if it is in writing signed by the party against
     whom enforcement of such modification is sought.

     6.4 Partial Invalidity.  If any provision in this Agreement is held
     by a court of competent jurisdiction to be invalid, void or
     unenforceable, the remaining provisions shall nonetheless continue
     in full force without being impaired or invalid in any way.

     6.5 Law Governing Agreement.  This Agreement shall be governed by and
     construed in accordance with the laws of the State of Tennessee.

     6.6 Waiver of Jury Trial.  Employer and Employee hereby expressly
     waive any right to a trial by jury in any action or proceeding to
     enforce or defend any rights under this Agreement, and agree that any
     such action or proceeding shall be tried before a court and not a
     jury.  Employee and Employer hereby agree that any action or
     proceeding to enforce any claim arising out of this Agreement shall
     be brought and maintained in any state or federal court having
     subject matter jurisdiction and located in Nashville, Tennessee.
     Employee irrevocably waives, to the fullest extent permitted by law,
     any objection he may have or hereafter have to the laying of the
     venue of any such action or proceeding brought in any court located
     in Nashville, Tennessee, and any claim that any such action or
     proceeding brought in such a court has been brought in an
     inconvenient forum.

     6.7 Miscellaneous.  Failure or delay of either party to insist upon
     compliance with any provision hereof will not operate as and is not
     to be construed to be a waiver or amendment of the provision or the
     right of the aggrieved party to insist upon compliance with such
     provision or to take remedial steps to recover damages or other
     relief for noncompliance.  Any express waiver of any provision of
     this Agreement will not operate and is not to be construed as a
     waiver of any subsequent breach, irrespective of whether occurring
     under similar or dissimilar circumstances.  Employee acknowledges and
     represents that the services to be rendered by him are unique and
     personal.  Accordingly, Employee may not assign any of his rights or
     delegate any of his duties or obligations under this Agreement.  The
     rights and obligations of Employer under this Agreement shall inure
     to the benefit of and shall be binding upon the successors and
     assigns of Employer.




                                    8

     IN WITNESS WHEREOF, Employee has hereunto affixed his hand, and Employer
has caused this Agreement to be executed by its duly authorized officer as of
the day and year first above written.


                                             EMPLOYER:

                                             PHOENIX RESTAURANT GROUP, INC.



                                             By: /s/ R. H. Manschot
                                                -----------------------------

                                             Title: Director
                                                   --------------------------



                                             EMPLOYEE:


                                             /s/ W. Craig Barber
                                             --------------------------------
                                             W. CRAIG BARBER





















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