EXECUTIVE EMPLOYMENT AGREEMENT


                  THIS EMPLOYMENT  AGREEMENT  ("Agreement") dated as of December
26, 1997 (the  "Effective  Date"),  by and between  DENAMERICA  CORP., a Georgia
corporation ("Employer"), and TODD S. BROWN ("Executive").

         WHEREAS, Employer currently employs Executive pursuant to an employment
agreement; and

         WHEREAS, Employer desires to continue to employ Executive following the
expiration of that agreement,  and Executive  desires to accept such employment,
all on the terms and conditions hereinafter set forth.

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
covenants set forth in this Agreement, the parties hereto agree as follows:

         1. Employment; Duties. Employer hereby employs Executive, and Executive
hereby accepts such employment,  as Senior Vice President,  Treasurer, and Chief
Financial  Officer of Employer and in such other  executive  capacities  and for
such other executive  duties and services as shall from time to time be mutually
agreed upon by Employer and Executive.

         2. Full Time  Occupation.  Executive  shall devote such of  Executive's
business time,  attention,  and efforts to the performance of Executive's duties
under this  Agreement as shall be reasonably  necessary for the  performance  of
such duties,  shall serve  Employer  faithfully  and  diligently,  and shall not
engage in any other employment while employed by Employer.

         3. Compensation and Other Benefits.

                  (a) Salary.  Employer shall pay to Executive,  as compensation
for the services rendered by Executive during Executive's  employment under this
Agreement,  a base salary to be paid in equal bi-weekly  installments or in such
other periodic  installments  upon which  Employer and Executive  shall mutually
agree, as follows:

                  Year Ended                         Base Salary
                  ----------                         -----------

                  December 31, 1998                  $160,000
                  December 31, 1999                  $175,000
                  December 31, 2000 and thereafter   $190,000

                  (b) Bonus.  Executive  shall be  eligible to receive an annual
bonus in an amount to be  determined by  Employer's  Board of Directors,  in its
sole discretion.

                  (c) Other  Benefits.  In addition to base salary and any bonus
paid to Executive  pursuant to Section 3(a) and 3(b), above,  during the term of
Executive's  employment  hereunder,  Employer  shall provide  Executive with the
following:

                           (i)  Medical  Benefits.  Participation  in such group
medical, accident,  disability and dental plans, if any, as may be provided from
time to time by Employer to other similar level executive employees of Employer.

                           (ii) Life Insurance. Life insurance covering the life
of  Executive  in an amount  comparable  to that  provided  from time to time by
Employer to other similar level executive employees of Employer.
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                           (iii)  Vacation.  Four (4) weeks paid vacation during
each twelve (12) month period  beginning  January 1, 1998. Any vacation not used
in a calendar year may be carried forward into the next year; provided, however,
that no more  than  eight (8) weeks  vacation  may be taken in any one  calendar
year. Executive shall not receive any compensation for unused vacation. Vacation
shall be taken at such times as  determined  by  Executive  and  approved by the
Chief Executive Officer.

                  (d)  Reimbursement.  Without limiting the foregoing,  Employer
shall reimburse  Executive for all travel and  entertainment  expenses and other
ordinary and  necessary  business  expenses  incurred by Executive in connection
with the business of Employer and Executive's  duties under this Agreement.  The
term  "business  expenses"  shall not  include  any item not at least  partially
deductible by Employer for federal income tax purposes. To obtain reimbursement,
Executive  shall  submit to  Employer  receipts,  bills,or  sales  slips for the
expenses  incurred.  Reimbursements  shall be made by Employer monthly within 10
business days of presentation by Executive of evidence of the expenses incurred.

                  (e)  Fringe   Benefits.   Executive   shall  be   entitled  to
participate in any other group insurance,  pension, retirement, and other plans,
programs,  and benefits  approved by the Board of Directors  and made  available
from time to time to executive  employees of Employer  generally during the term
of Executive's  employment hereunder.  The foregoing shall not obligate Employer
to adopt or maintain any particular plan, program, or benefit.

                  (f) Automobile. Employer shall provide Executive with a luxury
automobile for use in connection  with the business of Employer and  Executive's
duties under this  Agreement,  along with  appropriate  comprehensive  insurance
coverage including property, med pay, bodily injury,  underinsured and uninsured
coverage. The automobile shall be of such make, model and year as is appropriate
for a person with Executive's responsibilities.

         4. Term of Employment.

                  (a) Employment  Term. The term of Executive's  employment (the
"Employment  Term")  hereunder  shall  commence  on the  Effective  Date of this
Agreement  and shall  continue  until  December  31,  2000 and from year to year
thereafter, unless and until terminated by either party giving written notice to
the other not less than 60 days prior to the end of the then-current term.

                  (b) Termination Under Certain  Circumstances.  Notwithstanding
anything to the contrary herein contained:

                           (i)   Death.    Executive's   employment   shall   be
automatically terminated, without notice, effective upon the date of Executive's
death;

                           (ii)  Disability.  If  Executive  shall  fail,  for a
period of more  than 90  consecutive  days,  or for 90 days  within  any 180 day
period, to perform any of Executive's  duties under this Agreement as the result
of illness or other  incapacity,  Employer  may, at its  option,  upon notice to
Executive,  terminate  Executive's  employment  effective  on the  date  of that
notice;

                           (iii) Unilateral Decision of Employer.  Employer may,
at its  option,  upon  notice to  Executive,  terminate  Executive's  employment
effective on the date of that notice;

                           (iv) Unilateral Decision by Executive. Executive may,
at his  option,  upon  notice  to  Employer,  terminate  Executive's  employment
effective on the date of that notice;

                           (v)  Termination  "For Cause".  Employer  may, at its
option, upon notice to Executive,  terminate Executive's  employment "for cause"
effective  on the date of such  notice if  Executive  engages  in an act or acts
involving a crime, moral turpitude, fraud, or dishonesty; or
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                           (vi) Change in  Control.  In the event of a Change of
Control of Employer as defined in Section  4(d),  below,  Executive  may, at his
option,  upon notice to Employer  within 30 days after such Change in Control of
Employer, terminate Executive's employment effective on the date of the notice.

                  (c) Result of Termination.  In the event of the termination of
Executive's  employment  pursuant to Section  4(b)(i),  (ii), (iv) or (v) above,
Executive shall receive no further  compensation  under this  Agreement.  In the
event of the termination of Executive's employment pursuant to Section 4(b)(iii)
above,  Executive shall continue to receive  Executive's fixed cash compensation
for a period of 12 months following the date of such  termination.  In the event
of termination of Executive's employment pursuant to Section 4(b)(vi),  then (i)
Employer  shall pay Executive in a lump sum on the date of termination an amount
equal to his  fixed  salary  for the  longer of one year or the  balance  of the
then-current  term of  Executive's  employment  under this  Agreement as if such
employment had not  terminated,  and (ii) all of Executive's  stock options that
are  not  vested  and  exercisable  as of the  date of  such  termination  shall
immediately vest and become exercisable in full.

                  (d)  Change  in  Control.  The term  "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 in  effect  on the date of this
Agreement or, if Item 6(e) is no longer in effect, any regulations issued by the
Securities and Exchange  Commission  pursuant to the Securities  Exchange Act of
1934 that serve similar  purposes;  provided that,  without  limitation,  such a
Change in Control shall be deemed to have occurred if and when:

                           (i) any  person  (as  such  term is used in  Sections
13(d) and 14(d)(2) of the Securities  Exchange Act of 1934) other than a current
director or officer of Employer  becomes the  "beneficial  owner" (as defined in
Rule 13d-3 under the Securities  Exchange Act of 1934) directly or indirectly of
securities of Employer  representing 20% or more of the combined voting power of
Employer's  then-outstanding  securities,  except that this provision  shall not
apply to any public or private offering of Employer's common stock;

                           (ii) during the period of this Agreement, individuals
who, at the  beginning  of such  period,  constituted  the Board of Directors of
Employer (the "Original  Directors") cease for any reason to constitute at least
a majority  thereof,  unless the election or nomination for election of each new
director was approved (an "Approved  Director") by the unanimous vote of a Board
of Directors constituted entirely of Original Directors and Approved Directors;

                           (iii)  a  tender  offer  or  exchange  offer  is made
whereby the effect of such offer is to take over and control  Employer  and such
offer is  consummated  for the ownership of securities of Employer  representing
20% or more of the combined voting power of Employer's  then-outstanding  voting
securities;

                           (iv) Employer is merged, consolidated, or enters into
a  reorganization  transaction  with  another  person  and as the result of such
merger, consolidation, or reorganization less than 75% of the outstanding equity
securities  of the  surviving  or  resulting  person  shall then be owned in the
aggregate by the former stockholders of Employer; or

                           (v)  Employer  transfers  substantially  all  of  its
assets to another  person or entity  that is not a wholly  owned  subsidiary  of
Employer.  Sales of Employer's Common Stock  beneficially owned or controlled by
Executive shall not be considered in determining whether a Change in Control has
occurred.

         5. Competition and Confidential Information.

                  (a) Interests to be Protected.  The parties  acknowledge  that
Executive  will  perform  essential  services  for  Employer  during the term of
Executive's employment with Employer.  Executive will be exposed to, have access
to,  and be  required  to work  with,  a  considerable  amount  of  Confidential
Information  (as  defined  below).  The parties  also  expressly  recognize  and
acknowledge that the personnel of Employer have been trained by and are valuable
to Employer and that Employer will incur  substantial  expense in recruiting and
training personnel if
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<PAGE>
Employer  must  hire  new  personnel  or  retrain  existing  personnel  to  fill
vacancies.  The parties also expressly  recognize that it could seriously impair
the  goodwill and diminish the value of  Employer's  business  should  Executive
compete with Employer in any manner  whatsoever.  The parties  acknowledge  that
this covenant has an extended duration;  however,  they agree that this covenant
is  reasonable,  and  it is  necessary  for  the  protection  of  Employer,  its
stockholders,  and  employees.  For these and other  reasons,  and the fact that
there are many other  employment  opportunities  available  to  Executive  if he
should terminate his employment,  the parties are in full and complete agreement
that the following restrictive covenants are fair and reasonable and are entered
into freely, voluntarily, and knowingly.  Furthermore,  each party was given the
opportunity to consult with independent  legal counsel before entering into this
Agreement.

                  (b) Non-Competition. During the term of Executive's employment
with  Employer  and for the period  ending 12 months  after the  termination  of
Executive's  employment with Employer,  regardless of the reason therefor except
for termination resulting from a Change in Control, Executive shall not (whether
directly or  indirectly,  as owner,  principal,  agent,  stockholder,  director,
officer,  manager,  employee,  partner,  participant,  or in any other capacity)
engage or become  financially  interested in any competitive  business conducted
within the Restricted  Territory (as defined  below).  As used herein,  the term
"competitive   business"  shall  mean  any  business  that  owns,  operates,  or
franchises  full-service  family or casual dining  establishments;  and the term
"Restricted  Territory"  shall  mean  any area in which  Employer  conducts  its
restaurant business during Executive's employment hereunder.

                  (c)   Non-Solicitation  of  Employees.   During  the  term  of
Executive's  employment  and for a period of 12 months after the  termination of
Executive's  employment  with  Executive,  regardless  of the  reason  therefor,
Executive shall not directly or indirectly,  for himself, or on behalf of, or in
conjunction with, any other person, company, partnership,  corporation, or other
entity,  seek to hire or hire any of  Employer's  personnel or employees for the
purpose of having such employee  engage in services that are the same,  similar,
or related to the services that such employee provided for Employer.

                  (d)  Confidential  Information.  Executive  shall  maintain in
strict  secrecy all  confidential  or trade secret  information  relating to the
business of Employer (the "Confidential  Information")  obtained by Executive in
the course of  Executive's  employment,  and Executive  shall not,  unless first
authorized in writing by Employer,  disclose to, or use for Executive's  benefit
or for the  benefit of any person,  firm or entity at any time either  during or
subsequent to the term of Executive's employment,  any Confidential Information,
except  as  required  in the  performance  of  Executive's  duties  on behalf of
Employer.  For purposes hereof,  Confidential  Information shall include without
limitation any financial  information with respect to Employer's  business;  any
construction plans and drawings or other reproductions or materials of any kind;
any trade  secrets,  knowledge,  or  information  with  respect to products  and
services provided, menu selection, site selection, the purchase or lease and use
of equipment, fixtures,  furnishings,  signs, inventory,  ingredients, and other
products and materials required for or related to the development, operation, or
franchising  of  its  restaurants;  any  operating  procedures,  techniques,  or
know-how;  any  business  methods  or forms;  any names,  addresses,  or data on
suppliers; and any business policies or other information relating to or dealing
with the financing, purchasing, sales, advertising, promotional, or distribution
policies or practices of Employer.

                  (e)  Return  of Books  and  Papers.  Upon the  termination  of
Executive's  employment  with Employer for any reason,  Executive  shall deliver
promptly to Employer all cost, pricing, and other financial data; all samples or
demonstration models, catalogues,  manuals,  memoranda,  drawings,  formulae and
specifications,  and operating procedures;  all supplier information;  all other
written or printed  materials  that are the property of Employer (and any copies
of them);  and all other  materials which may contain  Confidential  Information
relating  to the  business of  Employer,  which  Executive  may then have in his
possession whether prepared by Executive or not.

                  (f)  Disclosure  of  Information.   Executive  shall  disclose
promptly to Employer, or its nominee, any and all ideas, designs,  processes and
improvements of any kind relating to the business of Employer, whether
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<PAGE>
patentable or not, conceived or made by Executive,  either alone or jointly with
others,  during  working  hours  or  otherwise,  during  the  entire  period  of
Executive's employment with Employer, or within six months thereafter.

                  (g) Equitable  Relief.  In the event a violation of any of the
restrictions  contained  in this  Section  is  established,  Employer  shall  be
entitled to preliminary and permanent  injunctive  relief as well as damages and
an equitable  accounting of all earnings,  profits,  and other benefits  arising
from such  violation,  which  right shall be  cumulative  and in addition to any
other rights or remedies to which  Employer  may be entitled.  In the event of a
violation of any provision of Sections 5(b), (c), or (f) of this Agreement,  the
period for which those provisions would remain in effect shall be extended for a
period of time equal to that period beginning when such violation  commenced and
ending when the activities  constituting  such violation shall have been finally
terminated in good faith.

                  (h) Restrictions  Separable.  If the scope of any provision of
this  Section is found by a Court to be too broad to permit  enforcement  to its
full  extent,  then such  provision  shall be  enforced  to the  maximum  extent
permitted  by law.  The parties  agree that the scope of any  provision  of this
Section may be modified by a judge in any proceeding to enforce this  Agreement,
so that such provision can be enforced to the maximum  extent  permitted by law.
Each  and  every  restriction  set  forth in this  Section  is  independent  and
severable  from  the  others,   and  no  such  restriction   shall  be  rendered
unenforceable by virtue of the fact that, for any reason, any other or others of
them may be unenforceable in whole or in part.

         6. Miscellaneous.

                  (a)  Notices.  All  notices,  requests,   demands,  and  other
communications  required or permitted  under this Agreement  shall be in writing
and shall be deemed to have been duly given, made and received (i) if personally
delivered, on the date of delivery, (ii) if by facsimile transmission,  24 hours
after transmitter's  confirmation of the receipt of such transmission,  (iii) if
mailed,  three days  after  deposit in the United  States  mail,  registered  or
certified,  return receipt requested,  postage prepaid and addressed as provided
below,  or  (iv)  if  by a  courier  delivery  service  providing  overnight  or
"next-day"  delivery,  on the next  business day after deposit with such service
addressed as follows:

                           (i)      If to Employer:

                                    DenAmerica Corp.
                                    7373 N. Scottsdale Road
                                    Suite C-240
                                    Scottsdale, Arizona  85258
                                    Attention:  President

                           (ii)     If to Executive:

                                    Todd S. Brown
                                    11435 N. St. Andrews Way
                                    Scottsdale, Arizona  85254

Either party may alter the address to which  communications  or copies are to be
sent by  giving  notice  of such  change  of  address  in  conformity  with  the
provisions of this paragraph for the giving of notice.

                  (b) Indulgences; Waivers. Neither any failure nor any delay on
the part of either  party to exercise  any right,  remedy,  power,  or privilege
under this Agreement shall operate as a waiver thereof,  nor shall any single or
partial exercise of any right, remedy, power, or privilege preclude any other or
further exercise of the same or of any other right, remedy, power, or privilege,
nor shall any waiver of any right,  remedy,  power, or privilege with respect to
any  occurrence  be  construed  as a waiver of such  right,  remedy,  power,  or
privilege with
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<PAGE>
respect to any other  occurrence.  No waiver shall be binding unless executed in
writing by the party making the waiver.

                  (c) Controlling Law. This Agreement and all questions relating
to its validity, interpretation,  performance and enforcement, shall be governed
by and  construed  in  accordance  with  the  laws  of  the  state  of  Arizona,
notwithstanding  any  Arizona or other  conflict-of-interest  provisions  to the
contrary.

                  (d) Binding Nature of Agreement,  Successors and Assigns. This
Agreement  shall be binding upon and inure to the benefit of the parties  hereto
and their respective heirs, personal representatives,  successors,  and assigns;
provided  that  because  the  obligations  of  Executive  hereunder  involve the
performance of personal  services,  such  obligations  shall not be delegated by
Executive. For purposes of this Agreement, successors and assigns shall include,
but not be limited to, any individual, corporation, trust, partnership, or other
entity  that  acquires a majority  of the stock or assets of  Employer  by sale,
merger,  consolidation,  liquidation,  or other form of transfer.  Employer will
require  any  successor  (whether  direct  or  indirect,  by  purchase,  merger,
consolidation or otherwise) to all or  substantially  all of the business and/or
assets of Employer to expressly  assume and agree to perform  this  Agreement in
the same  manner and to the same  extent  that  Employer  would be  required  to
perform it if no such succession had taken place.

                  (e) Execution in Counterparts.  This Agreement may be executed
in any number of  counterparts,  each of which shall be deemed to be an original
as against any party whose  signature  appears  thereon,  and all of which shall
together  constitute one and the same  instrument.  This Agreement  shall become
binding when one or more  counterparts  hereof,  individually or taken together,
shall bear the signatures of the parties reflected hereon as the signatories.

                  (f) Provisions Separable. The provisions of this Agreement are
independent of and separable from each other, and no provision shall be affected
or rendered  invalid or  unenforceable by virtue of the fact that for any reason
any other or others of them may be invalid or unenforceable in whole or in part.

                  (g)  Entire  Agreement.  This  Agreement  contains  the entire
agreement  and  understanding  between  the parties  hereto with  respect to the
subject matter hereof and supersedes  all prior and  contemporaneous  agreements
and  understandings,  inducements  and conditions,  express or implied,  oral or
written,  except as herein  contained.  The  express  terms  hereof  control and
supersede any course of performance  and/or usage of the trade inconsistent with
any of the terms  hereof.  This  Agreement  may not be modified or amended other
than by an agreement in writing.

                  (h)  Paragraph  Headings.   The  paragraph  headings  in  this
Agreement  are for  convenience  only;  they form no part of this  Agreement and
shall not affect its interpretation.

         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date first above written.

                                        DENAMERICA CORP.


                                        By:
                                           -------------------------------------
                                        Its:
                                            ------------------------------------


                                        ----------------------------------------
                                        Todd S. Brown
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