Exhibit 10.1
 (BANK OF AMERICA LOGO)(LOGO)
 Real Estate Loan Agreement
  1. THE LOAN
 1.1 Loan Amount
 1.2 Availability Period
 1.3 Interest Rate
 (a)
    
    The initial interest rate is six and seventy-two hundredths percent (6.720%) per year. On
each Adjustment Date (as defined below), the interest rate will be adjusted to a rate per year
equal to the U.S. Treasury Securities Rate plus 4.00 percentage point(s).
 (b)
    
    The interest rate will be adjusted on June 23, 2017, and every seven years thereafter (the
Adjustment Date) and remain fixed until the next Adjustment Date. If the Adjustment Date in
any particular month would otherwise fall on a day that is not a banking day then, at the
Banks option, the Adjustment Date for that particular month will be the first banking day
immediately following thereafter.
 (c)
    
    The U.S. Treasury Securities Rate is a rate of interest equal to the weekly average yield on
U.S. Treasury Securities, adjusted to a constant maturity of seven years as published from
time to time and made available in Federal Reserve Board Statistical Release H.15 (519) (or,
if such source is not available, such alternate source as determined by the Bank).
 1.4 Repayment Terms
 (a)
    
    The Borrower will repay principal and interest in equal combined installments beginning on
July 23, 2010, and on the same day of each month thereafter, and ending on June 23, 2030 (the
Repayment Period). Each installment shall be in an amount sufficient to fully amortize
principal and interest over an amortization period of twenty-five (25) years (the
Amortization Schedule). Initially, the amount of each installment shall be $7995.38. Each
installment, when paid, will be applied first to the payment of interest accrued and the
balance will be applied to the repayment of principal.




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(b)
    
    The installments are subject to change if the interest rate changes as described above. For
each Adjustment Date (as defined above), the Bank will determine the amount of the
installments that will be necessary to repay the unpaid principal at the new interest rate
over a term equal to the remaining term of the Amortization Schedule. The Borrower will pay
the new installment amount beginning on the first payment date after the Adjustment Date until
the amount of the installments changes again.
 (c)
    
    On the last day of the Repayment Period, the Borrower will repay the remaining principal
balance plus any interest then due.
 1.5 Prepayments
 (a)
    
    The Bank will first determine the amount of interest which would have accrued each month for
the Prepaid Installment had it remained outstanding until the Original Payment Date, using the
Initial Money Market Funds Rate.
 (b)
    
    The Bank will then subtract from each monthly interest amount determined in (a), above, the
amount of interest which would accrue for that Prepaid Installment if it were reinvested from
the date of prepayment through the Original Payment Date, using the Treasury Rate.
 (c)
    
    If (a) minus (b) for the Prepaid Installment is greater than zero, the Bank will calculate
the present value of the monthly differences to the date of prepayment by the rate used in (b)
above. The sum of the present values is the prepayment fee for that Prepaid Installment.
 (d)
    
    The following definitions will apply to the calculation of the prepayment fee:
       
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2. FEES AND EXPENSES
 2.1 Fees
 (a)
    
    Loan Fee. The Borrower agrees to pay a Loan fee the amount of Eleven Thousand Five
Hundred and 00/100 Dollars ($11,500.00). This fee is due on or before the date the Loan is
disbursed.
 (b)
    
    Waiver Fee. If the Bank, at its discretion, agrees to waive or amend any terms of
this Agreement, the Borrower will, at the Banks option, pay the Bank a fee for each waiver or
amendment in an amount advised by the Bank at the time the Borrower requests the waiver or
amendment. Nothing in this paragraph shall imply that the Bank is obligated to agree to any
waiver or amendment requested by the Borrower. The Bank may impose additional requirements as
a condition to any waiver or amendment.
 (c)
    
    Late Fee. To the extent permitted by law, the Borrower agrees to pay a late fee in an
amount not to exceed four percent (4%) of any payment that is more than fifteen (15) days
late. The imposition and payment of a late fee shall not constitute a waiver of the Banks
rights with respect to the default.
 2.2 Expenses
 2.3 Reimbursement Costs
 (a)
    
    The Borrower agrees to reimburse the Bank for any expenses it incurs in the preparation of
this Agreement and any agreement or instrument required by this Agreement. Expenses include,
but are not limited to, reasonable attorneys fees, including any allocated costs of the
Banks in-house counsel to the extent permitted by applicable law.
 (b)
    
    The Borrower agrees to reimburse the Bank for the cost of periodic appraisals of the real
property collateral securing the Agreement, at such intervals as the Bank may reasonably
require. The appraisals may be performed by employees of the Bank or by independent
appraisers.
 3. COLLATERAL
 3.1 Real Property
 (a)
    
    All obligations of the Borrower under this Agreement will be secured by a mortgage (the Real
Estate Security Instrument) executed by the borrower covering the real property located at
2055 Badlands Drive, Brandon, Florida 33511 (the Property).
 
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4. DISBURSEMENTS AND PAYMENTS
 4.1 Disbursements and Payments
 (a)
    
    Each payment by the Borrower will be made in U.S. Dollars and immediately available funds by
debit to a deposit account, as described in this Agreement or otherwise authorized by the
Borrower. For payments not made by direct debit, payments will be made by mail to the address
shown on the Borrowers statement or at one of the Banks banking centers in the United
States, or by such other method as may be permitted by the Bank.
 (b)
    
    The Bank may honor instructions for advances or repayments given by any one of the
individuals authorized to sign loan agreements on behalf of the Borrower, or any other
individual designated by any one of such authorized signers.
 (c)
    
    For any payment under this Agreement made by debit to a deposit account, the Borrower will
maintain sufficient immediately available funds in the deposit account to cover each debit. If
there are insufficient immediately available funds in the deposit account on the date the Bank
enters any such debit authorized by this Agreement, the Bank may reverse the debit.
 (d)
    
    Each disbursement by the Bank and each payment by the Borrower will be evidenced by records
kept by the Bank. In addition, the Bank may, at its discretion, require the Borrower to sign
one or more promissory notes.
 (e)
    
    Prior to the date each payment of principal and interest and any fees from the Borrower
becomes due (the Due Date), the Bank will mail to the Borrower a statement of the amounts
that will be due on that Due Date (the Billed Amount). The calculations in the bill will be
made on the assumption that no new extensions of credit or payments wild be made between the
date of the billing statement and the Due Date, and that there will be no changes in the
applicable interest rate. If the Billed Amount differs from the actual amount due on the Due
Date (the Accrued Amount), the discrepancy will be treated as follows:
 (i)
    
    If the Billed Amount is less than the Accrued Amount, the Billed Amount for the
following Due Date will be increased by the amount of the discrepancy. The Borrower
will not be in default by reason of any such discrepancy.
 (ii)
    
    If the Billed Amount is more than the Accrued Amount, the Billed Amount for the
following Due Date will be decreased by the amount of the discrepancy.
  4.2 Direct Debit (with ACH Debit)
 (a)
    
    The Borrower agrees that on the Due Date the Bank will debit the Billed Amount from the
deposit account with the Depository listed below (the Designated Account) owned by the
Borrower. A voided copy of a check on the Designated Account has been, or will be, provided to
the Bank.
 
 (b)
    
    Debits made by ACH shall be subject to the operating rules of the National Automated Clearing
House Association, as in effect from time to time.
 (c)
    
    The Borrower may terminate this direct debit arrangement at any time by sending written
notice to the Bank. If the Borrower terminates this arrangement, then the principal amount
outstanding under this Agreement will at the option of the Bank bear interest at a rate per
annum which is one (1.000) percentage point higher than the rate of interest otherwise provided under this Agreement and the
amount of each payment will be increased accordingly.
 
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4.3 Banking Days
 4.4 Interest Calculation
 4.5 Default Rate
 5. CONDITIONS
  5.1 Authorizations
 5.2 Governing Documents
 5.3 Guaranties
 5.4 Real Estate Security Instrument
 5.5 Title Insurance
 5.6 Beneficiary Statements
 5.7 Tenant Agreements
 5.8 Environmental Information
 
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5.9 Casualty Insurance
 5.10 Survey
 5.11 Other Property Information
 5.12 Payment of Fees
 5.13 SBA Loan Authorization
 6. REPRESENTATIONS AND WARRANTIES
  6.1 Formation
 6.2 Authorization
 6.3 Good Standing
 6.4 Financial Information
 6.5 Lawsuits
 6.6 Other Obligations
 6.7 Tax Matters
 6.8 No Event of Default
 6.9 Collateral
 
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6.10 SBA Loan Authorization
 6.11 Employment by Bank or SBA
 7. COVENANTS
  7.1 Use of Proceeds; Compliance with SBA Loan Authorization
 7.2 Compliance with Law
 7.3 Conditional Sales Contracts; Removal of Fixtures and Equipment
 7.4 Insurance
 (a)
    
    To maintain the following insurance:
 (i)
    
    All risk property damage insurance on the Property for the full insurable value
on a replacement cost basis.
 (ii)
    
    If at any time any structure on the Property is located in a Special Flood
Hazard Area under the Flood Disaster Protection Act of 1973, as amended, flood
insurance in an amount acceptable to the Bank.
 (iii)
    
    Such other insurance as the Bank in its reasonable judgment may require to
comply with the Banks regular requirements and practices in similar transactions,
which may include windstorm, hurricane, and earthquake insurance, and insurance
covering acts of terrorism.
 (b)
    
    All policies of insurance required by the Bank must be issued by companies approved by the
Bank and otherwise be acceptable to the Bank as to amounts, forms, risk coverages and
deductibles. The insurance must include a lenders loss payable endorsement in favor of the
Bank in a form acceptable to the Bank. Upon the request of the Bank, the Borrower will deliver
to the Bank a copy of each insurance policy, or, if permitted by the Bank, a certificate of
insurance listing all insurance in force.
 (c)
    
    If the Borrower fails to keep any such coverage in effect while the Loan is outstanding, the
Bank may procure the coverage at the Borrowers expense. The Borrower will reimburse Bank, on
demand, for all premiums paid by the Bank, which amounts may be added to the principal balance
of the Loan and shall bear interest at the default rate provided in this Agreement.
 7.5 Preservation of Rights
 
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7.6 Maintenance and Repair
 7.7 Financial Information
 (a)
    
    Within 120 days of Borrowers fiscal year end:
 (a)
    
    A properly completed personal financial statement of Thomas M. Ansley on the
Banks form with all questions fully answered and all schedules completed in their
entirety, including all requested income/expense information, contingent liabilities
disclosure; provided that, if the party providing the financial information uses
his/her own automated financial statement, they may supplement the statement with
supporting schedules, certifications or other details so that all information requested
on the Banks financial statement form is provided in lieu of using such form.
 (b)
    
    Copies of the federal income tax return of the Thomas M. Ansley and, if
requested by the Bank, copies of any extensions of the filing date.
 (c)
    
    Copies of the federal income tax return of AMC Wings, Inc., MCA Enterprises
Brandon, Inc., Diversified Restaurant Holdings, Inc., AMC Group, Inc., and if requested
by the Bank, copies of any extensions of the filing date. These tax returns must be
company prepared.
 (d)
    
    The annual financial statements AMC Wings, Inc., Diversified Restaurant
Holdings, Inc., AMC Group, Inc., certified and dated by an authorized financial
officer. These financial statements must be reviewed by a Certified Public Accountant
acceptable to the Bank.
 (e)
    
    Schedule of debt and debt service of the AMC Wings, Inc., Diversified Restaurant
Holdings, Inc.
 (f)
    
    a certificate substantially in the form of the Compliance Certificate required
by the Bank, signed by the party submitting the information or, if such party is a
business entity, an authorized financial officer of the party. The Compliance
Certificate shall state whether there existed as of the date of such financial
statements, and whether there exists as of the date of the certificate, any event of
default under this Agreement and, if any such default exists, specifying the nature
thereof and the action the party is taking and proposes to take with respect thereto.
 7.8 Other Debts
 (a)
    
    Acquiring goods, supplies, or merchandise on normal trade credit.
 (b)
    
    Liabilities, lines of credit and leases in existence on the date of this Agreement disclosed
in writing to the Bank.
 (c)
    
    If the Borrower is a natural person, additional debts of the Borrower as an individual for
consumer purposes.
 (d)
    
    The loan made pursuant to the SBA Loan Authorization.
 
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7.9 Other Liens
 a)
    
    Liens and security interests in favor of the Bank.
 b)
    
    Liens for current taxes, assessments or other governmental charges which are not delinquent
or remain payable without any penalty.
 c)
    
    Liens outstanding on the date of this Agreement disclosed in writing to the Bank.
 d)
    
    A lien securing the loan made pursuant to the SBA Loan Authorization, provided such lien is
at all times junior to the Banks lien on the Property.
 7.10 Maintenance of Assets
 a)
    
    Not to sell, assign, lease, transfer or otherwise dispose of any part of the Borrowers
business or the Borrowers assets except in the ordinary course of the Borrowers business.
 b)
    
    Not to sell, assign, lease, transfer or otherwise dispose of any assets for less than fair
market value, or enter into any agreement to do so.
 c)
    
    Not to enter into any sale and leaseback agreement covering any of its fixed assets.d)
    
    To maintain and preserve all rights, privileges, and franchises the Borrower now has.
 e)
    
    To make any repairs, renewals, or replacements to keep the Borrowers properties in good
working condition.
 7.11 Loans
 7.12 Change of Management
 7.13 Change of Ownership
 7.14 Additional Negative Covenants
 a)
    
    Enter into any consolidation, merger, or other combination, or become a partner in a
partnership, a member of a joint venture, or a member of a limited liability company.
 b)
    
    Acquire or purchase a business or its assets.c)
    
    Engage in any business activities substantially different from the Borrowers present business.d)
    
    Liquidate or dissolve the Borrowers business.
 7.15 Notices to Bank
 a)
    
    Any event of default under this Agreement, or any event which, with notice or lapse of time
or both, would constitute an event of default.
 
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b)
    
    Any change in the Borrowers name, legal structure, principal residence (for an individual),
state of registration (for a registered entity), place of business, or chief executive office
if the Borrower has more than one place of business.
 c)
    
    Any breach or event of default under the SBA Loan Authorization.
 7.16 Books and Records
 7.17 Performance of Acts
 7.18 Inspections and Appraisals of the Property
 7.19 Use of the Property
 7.20 Indemnity Regarding Use of Property
 7.21 Bank as Principal Depository
 7.22 Basic Fixed Charge Coverage Ratio
 7.23 Debt to Worth Ratio
 
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8. HAZARDOUS SUBSTANCES
 8.1 Indemnity Regarding Hazardous Substances
 (a)
    
    Any hazardous substance being present at any time, whether before, during or after any
construction, in or around any part of the Property, or in the soil, groundwater or soil vapor
on or under the Property, including those incurred in connection with any investigation of
site conditions or any clean-up, remedial, removal or restoration work, or any resulting
damages or injuries to the person or property of any third parties or to any natural
resources.
 (b)
    
    Any use, generation, manufacture, production, storage, release, threatened release,
discharge, disposal or presence of a hazardous substance. This indemnity will apply whether
the hazardous substance is on, under or about any of the Borrowers property or operations or
property leased to the Borrower, whether or not the property has been taken by the Bank as
collateral.
  8.2 Representation and Warranty Regarding Hazardous Substances
 8.3 Compliance Regarding Hazardous Substances
 8.4 Notices Regarding Hazardous Substances
 8.5 Site Visits, Observations and Testing
 
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8.6 Definition of Hazardous Substance
 9. DEFAULT AND REMEDIES
  9.1 Failure to Pay
 9.2 Other Bank Agreements
 9.3 Cross-default
 9.4 False Information
 9.5 Bankruptcy
 9.6 Receivers
 9.7 Revocation or Termination
 9.8 Lien Priority
 
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9.9 Judgments
 9.10 Death
 9.11 Material Adverse Change
 9.12 Government Action
 9.13 Default under Related Documents
 9.14 Other Breach Under Agreement
 9.15 Default Under SBA Loan Authorization
 10. ENFORCING THIS AGREEMENT; MISCELLANEOUS
 10.1 GAAP
 10.2 Governing Law
 10.3 Successors and Assigns
 10.4 Dispute Resolution Provision
 (a)
    
    This Dispute Resolution Provision concerns the resolution of any controversies or claims
between the parties, whether arising in contract, tort or by statute, including but not
limited to controversies or claims that arise out of or relate to: (i) this agreement
(including any renewals, extensions or modifications); or (ii) any document related to this
agreement (collectively a Claim). For the purposes of this Dispute Resolution Provision
only, the term parties shall include any parent corporation, subsidiary or affiliate of the
Bank involved in the servicing, management or administration of any obligation described or
evidenced by this agreement.
 
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(b)
    
    At the request of any party to this agreement, any Claim shall be resolved by binding
arbitration in accordance with the Federal Arbitration Act (Title 9, U.S. Code) (the Act).
The Act will apply even though this agreement provides that it is governed by the law of a
specified state.
 (c)
    
    Arbitration proceedings will be determined in accordance with the Act, the then-current rules
and procedures for the arbitration of financial services disputes of the American Arbitration
Association or any successor thereof (AAA), and the terms of this Dispute Resolution
Provision. In the event of any inconsistency, the terms of this Dispute Resolution Provision
shall control. If AAA is unwilling or unable to (i) serve as the provider of arbitration or
(ii) enforce any provision of this arbitration clause, the Bank may designate another
arbitration organization with similar procedures to serve as the provider of arbitration.
 (d)
    
    The arbitration shall be administered by AAA and conducted, unless otherwise required by law,
in any U.S. state where real or tangible personal property collateral for this credit is
located or if there is no such collateral, in the state specified in the governing law section
of this agreement. All Claims shall be determined by one arbitrator; however, if Claims exceed
Five Million Dollars ($5,000,000), upon the request of any party, the Claims shall be decided
by three arbitrators. All arbitration hearings shall commence within ninety (90) days of the
demand for arbitration and close within ninety (90) days of commencement and the award of the
arbitrator(s) shall be issued within thirty (30) bays of the close of the hearing. However,
the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing
for up to an additional sixty (60) days. The arbitrator(s) shall provide a concise written
statement of reasons for the award. The arbitration award may be submitted to any court having
jurisdiction to be confirmed and have judgment entered and enforced.
 (e)
    
    The arbitrator(s) will give effect to statutes of limitation in determining any Claim and may
dismiss the arbitration on the basis that the Claim is barred. For purposes of the application
of any statutes of limitation, the service on AAA under applicable AAA rules of a notice of
Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration
provision or whether a Claim is arbitrable shall be determined by the arbitrator(s), except as
set forth at subparagraph (h) of this Dispute Resolution Provision. The arbitrator(s) shall
have the power to award legal fees pursuant to the terms of this agreement.
 (f)
    
    This paragraph does not limit the right of any party to: (i) exercise self-help remedies,
such as but not limited to, setoff; (ii) initiate judicial or non-judicial foreclosure against
any real or personal property collateral; (iii) exercise any judicial or power of sale rights,
or (iv) act in a court of law to obtain an interim remedy, such as but not limited to,
injunctive relief, writ of possession or appointment of a receiver, or additional or
supplementary remedies.
 (g)
    
    The filing of a court action is not intended to constitute a waiver of the right of any
party, including the suing party, thereafter to require submittal of the Claim to arbitration.
 (h)
    
    Any arbitration or trial by a judge of any Claim will take place on an individual basis
without resort to any form of class or representative action (the Class Action Waiver).
Regardless of anything else in this Dispute Resolution Provision, the validity and effect of
the Class Action Waiver may be determined only by a court and not by an arbitrator. The
parties to this Agreement acknowledge that the Class Action Waiver is material and essential
to the arbitration of any disputes between the parties and is nonseverable from the agreement
to arbitrate Claims. If the Class Action Waiver is limited, voided or found unenforceable,
then the parties agreement to arbitrate shall be null and void with respect to such
proceeding, subject to the right to appeal the limitation or invalidation of the Class Action
Waiver. The Parties acknowledge and agree that under no circumstances will a class action be
arbitrated.
 (i)
    
    By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right
they may have to a trial by jury in respect of any Claim. Furthermore, without intending in
any way to limit this agreement to arbitrate, to the extent any Claim is not arbitrated, the
parties irrevocably and voluntarily waive any right they may have to a trial by jury in
respect of such Claim. This waiver of jury trial shall remain in effect even if the Class
Action Waiver is limited, voided or found unenforceable. WHETHER THE CLAIM IS
DECIDED BY ARBITRATION OR BY TRIAL BY A JUDGE, THE PARTIES AGREE AND UNDERSTAND THAT THE
EFFECT OF THIS AGREEMENT IS THAT THEY ARE GIVING UP THE RIGHT TO TRIAL BY JURY TO THE EXTENT
PERMITTED BY LAW.
 
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10.5 Severability; Waivers
 10.6 Attorneys Fees
 10.7 Individual Liability
 10.8 Joint and Several Liability
 10.9 Set-Off
 (a)
    
    In addition to any rights and remedies of the Bank provided by law, upon the occurrence and
during the continuance of any event of default under this Agreement, the Bank is authorized,
at any time, to set off and apply any and all Deposits of the Borrower or any Obligor held by
the Bank against any and all Obligations owing to the Bank. The set-off may be made
irrespective of whether or not the Bank shall have made demand under this Agreement or any
guaranty, and although such Obligations may be contingent or unmatured or denominated in a
currency different from that of the applicable Deposits.
 (b)
    
    The set-off may be made without prior notice to the Borrower or any other party, any such
notice being waived by the Borrower (on its own behalf and on behalf of each Obligor) to the
fullest extent permitted by law. The Bank agrees promptly to notify the Borrower after any
such set-off and application; provided, however, that the failure to give such
notice shall not affect the validity of such set-off and application.
 (c)
    
    For the purposes of this paragraph, Deposits means any deposits (general or special, time
or demand, provisional or final, individual or joint) and any instruments owned by the
Borrower or any Obligor which come into the possession or custody or under the control of the
Bank. Obligations means all obligations, now or hereafter existing, of the Borrower to the
Bank under this Agreement and under any other agreement or instrument executed in connection
with this Agreement, and the obligations to the Bank of any Obligor.
 10.10 One Agreement
 (a)
    
    represent the sum of the understandings and agreements between the Bank and the Borrower
concerning this credit;
 
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(b)
    
    replace any prior oral or written agreements between the Bank and the Borrower concerning
this credit; and
 (c)
    
    are intended by the Bank and the Borrower as the final, complete and exclusive statement of
the terms agreed to by them.
  10.11 Conflict with SBA Loan Authorization
 10.12 Indemnification
 10.13 Notices
 10.14 Headings
 10.15 Counterparts
 10.16 Borrower Information; Reporting to Credit Bureaus
 10.17 Limitation of Interest and Other Charges
 
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Bank:
Bank of America, N.A.By:
    /s/ IllegibleAuthorized OfficerBorrower:
MCA Enterprises Brandon, Inc.By:
    /s/ T. Michael AnsleyThomas M. Ansley, PresidentBy:
    /s/  Jason CurtisJason Curtis, Secretary Address where notices to the Bank are to
be sent:
    
    Address where notices to the Borrower are to
be sent:Bank of America, N.A.
    
    MCA Enterprises Brandon, Inc.Doc Retention  GCF
    
    21751 W 11 Mile Rd. Ste 208CT2-515-BB-03
    
    Southfield, MI 48076-000070 Batterson Park RoadFarmington, CT 06032
 Federal law requires Bank of America, N.A. (the Bank) to provide the following notice. The notice
is not part of the foregoing agreement or instrument and may not be altered. Please read the notice
carefully.
 USA PATRIOT ACT NOTICE
  
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