AMENDMENT AGREEMENT


                  THIS  AMENDMENT  AGREEMENT  ("Agreement")  is made and entered
into  as of  January  1,  1998,  by and  between  DENAMERICA  CORP.,  a  Georgia
corporation ("Employer"), and WILLIAM G. COX ("Employee").

                                    RECITALS

                  A.  Employee  has been  employed as Vice  President  and Chief
Operating  Officer of Employer  since March 29,  1996,  pursuant to that certain
Executive  Employment  Agreement  between Employer and Employee (the "Employment
Agreement"), a copy of which is attached as Exhibit A hereto.

                  B.  Employee  and  Employer  desire to enter into this written
Agreement  in  order  to  memorialize   certain  amendments  to  the  Employment
Agreement, all as set forth in this Agreement.

                                    AGREEMENT

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

         1. Extension of Employment Term; Amendments to Termination  Provisions.
Section 3 of the Employment  Agreement is hereby amended in its entirety to read
as follows:

         3. Term of Employment.

                  (a)      Employment  Term. The term of Executive's  employment
                           (the  "Employment  Period")  hereunder 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 by Executive.  Executive
                                    may, at his option, upon notice to Employer,
                                    terminate  Executive's  employment effective
                                    on the date of that notice;

                           (iv)     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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                           (v)      Change in Control.  In the event of a Change
                                    of Control of Employer as defined in Section
                                    3(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 3(b)(i),  (ii), (iii), (iv) above,  Executive
                           shall  receive  no  further  compensation  under this
                           Agreement. In the event of termination of Executive's
                           employment  pursuant  to  Section  3(b)(v),  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
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                           (v)      Employer  transfer  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.

         2. Amendment to Covenant Not to Compete. Section 6(c) of the Employment
Agreement is hereby amended in its entirety to read as follows:

                  (c)      Competing Business.  During the Employment Period and
                           for a period of 12 months  after the  termination  of
                           the  Employment  Period,  regardless of who initiates
                           the   termination  and  for  any  reason  except  for
                           termination  resulting  from  a  Change  of  Control,
                           Employee  shall  not,  directly  or  indirectly,  for
                           himself, or on behalf of, or in conjunction with, any
                           other person(s), company,  partnership,  corporation,
                           or  governmental  entity,  in any manner  whatsoever,
                           engage  in  business   with  any  of  the   following
                           entities,  or any of their affiliates of franchisees:
                           Shoney's,  Bob Evans,  Cracker Barrel,  International
                           House  of  Pancakes,   Perkin's  Family  Restaurants,
                           Village Inn, Frisch's Big Boy or Country Kitchen.

         3. Miscellaneous.

                           (a) Effect on Employment Agreement. Except as amended
by the  terms of this  Agreement,  the terms and  conditions  of the  Employment
Agreement shall remain in full force and effect.

                           (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 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 conflict of law rules to the contrary.

                           (d) Binding Nature of Agreement. 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 Employee  hereunder  involve the performance of
personal  services,  such  obligations  shall not be delegated by Employee.  For
purposes of this  Agreement,  successors and assigns shall  include,  but not be
limited to, any individual,  corporation,  trust,  partnership,  or other entity
which  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) Entire Agreement.  This Agreement,  together with
the Employment  Agreement as amended hereby,  contains the entire  understanding
between  the  parties  hereto  with  respect to the  employment  of  Employee by
Employer,   and  supersedes  all  prior  and   contemporaneous   agreements  and
understandings, inducements and conditions, express or implied, oral or written.
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.
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                           (f) Execution in Counterparts.  This Agreement may be
executed in any number of  counterparts,  each of which shall be deemed to be an
original  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.

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

Employer:                               Employee:

DENAMERICA CORP., a Georgia
Corporation


By:
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Name:                                   William G. Cox
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Its:
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