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                                EXHIBIT 10.48

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                TENANT'S ACKNOWLEDGMENT WITH INDEMNIFICATION
                            __________, ___________

The undersigned, _________________, a _________ corporation ("Tenant") and 
_____________________________ (collectively, "Tenant's Principals), for good 
and valuable consideration, the sufficiency of which is hereby acknowledged, 
including the agreement by SCHLOTZSKY'S REAL ESTATE, INC. ("Landlord") to 
enter into a lease agreement with Tenant covering the real property (the 
"Property") described in Exhibit "A" attached hereto and incorporated herein 
by reference (the "Lease"), and the agreement by SCHLOTZSKY'S, INC., a Texas 
corporation ("Guarantor") to enter into that certain guaranty of the Lease 
Agreement, a copy of which is attached hereto as Exhibit "B" and incorporated 
herein by reference (the "Guaranty"), hereby acknowledges and agrees with 
Guarantor and Landlord as follows:

     1.  Tenant and Tenant's Principals have reviewed carefully and 
understand the provisions of the Guaranty.

     2.  Tenant hereby agrees that if Guarantor makes any payment on behalf 
of Tenant under the Guaranty, then the following shall apply: (i) Tenant 
shall, upon demand by Guarantor, immediately relinquish to Guarantor (or to 
any subtenant or assignee Guarantor may have found) its right to possession 
of the Property; provided, however, Tenant shall not be released from any of 
its obligations and liabilities under the Lease; (ii) Tenant shall allow 
Guarantor to either operate out of the Property or to sublease the Property 
or assign Tenant's rights under the Lease to a third party (who may be, but 
is not required to be, a Schlotzsky's franchisee), Tenant hereby agreeing 
that its signature is not necessary to effectuate any such sublease or 
assignment; (iii) Tenant agrees that Guarantor may terminate Tenant's rights 
under the franchise agreement between Tenant and Guarantor covering the 
operations out of the Property without compensation to Tenant as franchisee; 
(iv) Tenant shall, upon demand by Guarantor, immediately transfer to 
Guarantor subject to any debt to third parties, all ownership rights to any 
and all furniture, fixtures and equipment installed or located in the 
Property and owned by Tenant without any compensation to Tenant.

     3.  Guarantor and Landlord may from time to time amend the provisions of 
the Guaranty, including increasing or decreasing the term or any guaranty 
maximum, without the joinder of the Tenant and any such amendment shall not 
in any manner affect any obligations of Tenant and Tenant's Principals under 
this Agreement.

     4.  Tenant and Tenant's Principals each acknowledge that it or they are 
not a beneficiary of any term or provision of the Guaranty and may not 
enforce any provision thereof against Landlord or Guarantor. Tenant and 
Tenant's Principals further acknowledge that the full guaranty of the Lease 
by Tenant's Principals shall have no effect on the obligations of Tenant and 
Tenant's Principals under Paragraph 5 below.

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     5.  Tenant and Tenant's Principals, jointly and severally, each hereby 
agree to defend, indemnify and hold Guarantor harmless from and against any 
and all claims, demands, liabilities and expenses (including reasonable 
attorneys' fees) incurred by, asserted against or suffered by Guarantor 
arising, directly or indirectly, from the execution and delivery of the 
Guaranty (as may be modified pursuant to Paragraph 3 above) or from the 
enforcement thereof.  Should Guarantor bring suit against Tenant or Tenant's 
Principals concerning matters arising out of this paragraph, Guarantor shall 
be entitled to recover from the other party court costs and reasonable 
attorneys' fees and expenses incurred in connection with such suit.

     6.  Tenant acknowledges that the Lease requires that at all times during 
the term of the Lease, Tenant must have no less than $________ in equity 
invested in the Property ("Tenant's Minimum Equity").  Tenant shall not be 
permitted to obtain any kind of financing or refinancing on the Property 
which would exceed $_________ without the prior written consent of Guarantor. 
Tenant hereby authorizes Landlord to communicate with and receive 
information from any lender of Tenant loaning money in connection with the 
Property.  

     7.  Tenant agrees to secure its obligations under this Tenant's 
Acknowledgment with Indemnification by executing a Deed to Secure Debt or 
Leasehold Deed of Trust covering all of Tenant's interest as Tenant or lessee 
in and to the leasehold estate in the Property.  Landlord hereby consents to 
the execution, delivery and recordation of such deed to secure debt and the 
enforcement (if needed) thereof. 

     8.  If any provision hereof shall be unenforceable or void for any 
reason, the remaining provisions of this instrument shall be enforceable to 
the greatest extent permissible under applicable law.

     9.  This instrument shall be construed in accordance with the laws of 
the State of Texas.

     10. This instrument may be executed in any number of counterparts with 
the same effect as if all parties hereto had signed the same document.  All 
such counterparts shall be construed together and shall constitute one 
instrument, but in making proof hereof it shall only be necessary to produce 
one such counterpart.

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IN WITNESS WHEREOF, the undersigned have executed this instrument as of the 
effective date of the Guaranty. 

                                TENANT:
                                _____________ , a   _______________ corporation

                                By: 
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                                Name:
                                     ------------------------------------------
                                Title: 
                                      -----------------------------------------
                                Date: 
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                                TENANT'S PRINCIPALS:


                                By: 
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                                Name:
                                     ------------------------------------------
                                Title: 
                                      -----------------------------------------
                                Date: 
                                     ------------------------------------------

                                By: 
                                   --------------------------------------------
                                Name:
                                     ------------------------------------------
                                Title: 
                                      -----------------------------------------
                                Date: 
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                                LANDLORD:
                                SCHLOTZSKY'S REAL ESTATE, INC.,
                                a Texas corporation

                                By: 
                                   --------------------------------------------
                                Name:
                                     ------------------------------------------
                                Title: 
                                      -----------------------------------------
                                Date: 
                                     ------------------------------------------

                                GUARANTOR:
                                SCHLOTZSKY'S INC., a Texas corporation

                                By: 
                                   --------------------------------------------
                                Name:
                                     ------------------------------------------
                                Title: 
                                      -----------------------------------------
                                Date: 
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