Exhibit 10.3

LEASE AGREEMENT

     THIS LEASE IS made and entered in duplicate originals this the ___ day of 
__________, 19__, by and between ____________________, hereafter called "Lessor"
and ____________________, hereafter called "Lessee".
W I T N E S S E T H:
     That in consideration of and subject to the agreements and covenants 
hereinafter contained and provided, the Lessor does hereby demise and lease to 
the Lessee and the Lessee does hereby lease from the Lessor the land and 
building located at ___________________________________________________________.
     It is mutually covenanted and agreed that this Lease is made upon the 
following terms and conditions:
1.   TERM.  The original term of this Lease shall commence on the date 
hereof and shall exist and continue for a period of __________ (__) years 
from the date specified in paragraph 2 hereof for the commencement of 
payment of rental; the term ending at twelve o'clock midnight on the date 
preceding the __________ anniversary of such date.  The Lessee shall have 
the option of renewing this Lease for up to _________ (__) additional 
periods of __________ (__) years each after the expiration of said 
__________-year (__) period upon the following terms and conditions.
(A.)  Lessee giving Lessor written notice of their exercise of their 
option to renew at least ninety (90) days prior to the expiration of 
the original Lease and at least ninety (90) days prior to the 
expiration of each __________-year (__) extension of the original 
lease term, if same be exercised by the Lessee.
(B.)  There being no default at the time such written notice or at 
the time of the commencement of said extended terms in the payment 
of any rental hereunder.
2.   The monthly rental for the demised premises during the lease term 
shall be the sum of ____________________ Dollars ($__________) and said 
rent shall be payable in advance, without notice and demand, therefore 
beginning on _______________________
to:  ____________________________________________________________________. 
 The rent shall be adjusted, from time to time, on the basis of one-half 
(0.50%) percent above the prime, according to _____________________'s 
rate.
(A.)  As additional rental, the Lessor shall receive, at the end of 
each year of the Lease, a sum equal to five percent (5%) of the 
gross sales of the Lessee from the demised premises on gross sales 
during the lease year reduced by the total of all rentals paid 
during the lease year under paragraph 2 above.
(B.)  GROSS SALES DEFINED: For the purpose of interpreting this 
paragraph, the following definition of "Gross Sales" is provided and 
agreed upon by the parties hereto.  The Lessee shall maintain 
suitable books of account at its regular business office.  Such 
books, as to each, shall be available for inspection and audit by 
the Lessor or its agent at any reasonable time during the term of 
this Lease or any renewal thereof.  Nothing in this paragraph, or in 
any portion of this Lease, shall be construed to imply that 
relationship between the Lessor and Lessee is other than that of 
Lessor and Lessee.
The term "Gross Sales," as used herein, shall mean the total dollar 
volume of all sales from merchandise and service from the leased 
premises; with the exception of the sale of fixed assets and all 
revenues of every kind, from or payable on account of business 
conducted at the leased premises, by or for the account of the 
Lessee (both for cash and on credit) including all orders taken at 
the leased premises and filled or delivered from any other location. 
 The dollar volume of bona fide funds or credits granted to 
customers shall be applied as a reduction of the gross sales for the 
period within which such refund or credits are made.
     3.     LESSEE COVENANTS AND AGREES.(A.)  That they will, during the life of
this Lease, occupy and use 
the entire leased premises for retail sales during such hours and on 
such days as they deem appropriate; that during such times, they 
will maintain adequate personnel for the efficient service of their 
customers and generally conduct their business in a high grade, 
reputable manner so as to produce the maximum volume of sales and 
establish and maintain a high reputation;
(B.)  That they will not engage in any acts or practice which might 
injure the building; that they will keep the premises, while under 
their control, clean and free from rubbish; that they will not burn 
any trash or garbage on the leased premises without the written 
consent of the Lessor;
(C.)  That they will, at their expense, make all repairs and 
replacements not hereinafter expressly assumed by the Lessor; 
including, but not being limited to, the repair of all plumbing, 
toilets, heating and air conditioning equipment and the replacement 
of all broken or damaged glass; that they will redecorate the 
interior from time to time when necessary to put the premises in 
first-class condition for conduct of business and that such repairs 
and redecorating will be made promptly so as not to damage or 
disturb the property and premises of Landlord and their other 
tenants.
(D.)  That they will not assign this Lease nor sublet the premises 
in whole or in part without the written consent of the Lessor.
(E.)  That they will pay for all water, sewer, heat, gas, 
electricity; also, pay any and all other utility services furnished 
to the leased premises.
(F.)  That they will not make any structural changes or improvements 
or additions to the leased premises without written consent of the 
Lessor; which consent shall not be unreasonably withheld, except as 
provided in the foregoing sentence.  The Lessee may, during the 
continuance of this Lease and at their expense, make such 
alterations or improvements as may be proper or necessary for the 
conduct of their business or for the full beneficial use of the 
leased premises.  The Lessee shall make such alterations or 
improvements in a good and workmanlike manner and shall indemnify 
and save harmless the Lessor against the claims of any and all 
mechanics or materialmen's liens arising from such alterations or 
improvements;
(G.)  That commencing with the date specified in paragraph 2 hereof 
said Lessee will, at their expense, provide and keep in force 
comprehensive general liability insurance; in which, the Lessor 
shall be named as additional insured with minimum limits of 
liability in respect to bodily injury of ____________________ 
Dollars ($__________) for each person and 
____________________Dollars ($__________) for each accident and in 
respect of property damage for ____________________ Dollars 
($__________) for each accident.  The policy or policies of 
insurance companies licensed to do business in the State of 
_______________, at the request of the Lessor, certificates thereof 
shall be delivered to the Lessor;
(H.)	That they will surrender the leased premises, at the 
termination of this Lease and any extensions or renewals thereof, in 
as good condition as they shall be at the beginning, reasonable wear 
and tear and damage by casualty alone excepted;
(I.)  That they will promptly restore any damage done to the leased 
premises; including: glass, by fire or other casualty, vandalism, 
breaking and entering and other intentional or negligent acts of 
person not parties to this Lease; that they will carry fire, 
windstorm and extended coverage insurance on the building to be 
erected to the extent of the full insurable value of the building 
and pay the premiums thereon promptly as they become due.  In the 
event of loss or damage to the said building covered by one or more 
of the said insurance policies, any proceeds received therefrom 
because of such loss or damage shall be used for rebuilding or 
repairing;
(J.)  That they will pay all taxes assessed or imposed upon the 
restaurant equipment and fixtures and will pay all ad valorem taxes 
assessed against the leased premises and the building situated 
thereon, and Lessee shall furnish copies of paid receipts to Lessor.
     4.     LESSOR COVENANTS AND AGREES.(A.)  That they own the leased premises;
that they have the legal 
right to enter into this Lease; that they will put the Lessee in 
actual possession of the leased premises at the beginning of the 
aforesaid terms; that said Lessee, so long as they pay the rent and 
perform the covenants on their part as are herein set out, shall and 
may peaceably and quietly have, hold and enjoy the leased premises 
for the full term thereof;
(B.)  That the use of the leased premises for a restaurant is not in 
violation of any law, order, ordinance, requirement or regulation of 
any governmental authority; that there are no restrictions in the 
title to the said premises prohibiting such use; and that the 
building to be constructed in accordance with and in compliance with 
the applicable building codes and zoning regulations.
5.   If the building shall be wholly or partially destroyed by fire or 
other casualty, this Lease shall not be terminated; but the Lessor shall, 
subject to the provision of paragraph 3(I) above, rebuild and restore said 
premises suitable for the use of the Lessee within a reasonable time, and 
the stated rent shall be abated proportionately until the leased premises 
shall have been restored; provided that, if the building is damaged to the 
extent that, in the opinion of the Lessee, it cannot be reasonably used by 
the Lessee for the purpose to which it was devoted prior to the damage; 
then there shall be a total abatement of rental until the building is made 
usable; provided further that in any event if repairs have not been 
commenced within sixty (60) days from the said damage and thereafter 
completed within a reasonable time not to exceed eight (8) months, this 
Lease may be immediately terminated by the Lessee by serving written 
notice to the Lessor.
     6.     In the event any of the leased premises are taken by eminent 
domain, the monthly rent shall be abated proportionately from the date of 
such taking.  If any portion of the building to be constructed upon the 
leased premises is so taken; if the same, in the opinion of the Lessee, 
materially interferes with the peaceful and profitable occupation of the 
building, the Lessee may, at their option, terminate this Lease by giving 
notice thereof to the Lessor and rent shall terminate as of the date the 
leased premises are vacated, pursuant to such notice.
     7.     If the Lessee shall be adjudicated as bankrupt or voluntarily 
petition for bankruptcy, or be placed in the hands of a receiver, or make 
an assignment for the benefit of creditors; the Lessor may, at their 
option, declare this Lease terminated and take immediate possession of the 
premises; likewise, if the Lessor shall be adjudicated as bankrupt or 
voluntarily petition for bankruptcy, or be placed in the hand of a 
receiver, or make an assignment for the benefit of creditors; the Lessee 
may, at their option, terminate this Lease by a thirty-day (30) written 
notice given within twelve (12) months following either of the above 
events.
     8.     Any fixtures or other property the Lessee places in or upon or 
affixes or attaches to the leased premises shall remain their property and 
the Lessee shall have the right to remove the same upon vacating the 
premises at the end of any lease period; provided the Lessee shall, at 
their expense, first make satisfactory arrangements to restore the 
premises to the same condition as when the fixtures were installed; 
provided that all rents have been fully paid and all other covenants of 
Lessee complied with at such time.  Lessee may, at any time, substitute 
fixtures or other property of Lessee in the nature of stoves, 
refrigerators, kitchen equipment, tables and chairs for similar items of 
like quality.
     9.     Notwithstanding anything herein to the contrary, Lessee shall 
have the right to erect and maintain signs on the leased premises, as 
permitted by applicable ordinances and zoning regulations; subject only to 
the approval of the Lessor first had and obtained, which approval shall, 
not be unreasonably withheld.
     10.     Notices under or in connection with this Lease shall be 
mailed by registered or certified be mailed by registered or certified 
mail (return receipt requested) to the Lessor at: 
_________________________________________________________ 
___________________________________________________. 
     11.     If any rent payable by the Lessee shall remain unpaid for 
more than fifteen (15) days after Lessee's receipt of written notice of 
default in the payment thereof or if the Lessee should violate or default 
in any of the other covenants and agreements herein set out and said 
default continues for a period of thirty (30) days after receipt of 
written notice thereof, the Lessor may, at their option, declare the Lease 
terminated and take immediate possession of the premises or they may 
institute suit to enforce this agreement; provided that notwithstanding 
the running of the said thirty-day period, the Lessee shall not be deemed 
to be in violation or default of this Lease with the exception of default 
in rental payment if they shall, after receipt of such written notice of 
default, commence with reasonable immediate possession suit to enforce 
this speed to remedy such default.  If the Lessor shall neglect to do or 
perform any matter or thing herein agreed to be done and performed by them 
and shall remain in default thereof for a period of thirty (30) days after 
written speed to remedy such default.
     12.    Concurrently with the execution of this Lease, the parties 
hereto shall execute a Memorandum of Lease with respect to the leased 
premises; which Memorandum shall specify that this Lease shall extend for 
a period of __________ (__) years with __________ (__) __________ (__) 
year options to extend from the date thereof.  The said Memorandum shall 
be delivered to the Lessee for recording in the office of the Register of 
Deeds, _______________ County, State of _______________, when date 
specified in paragraph 2 hereof has been determined.
     13.     This Lease shall be construed under the law of the State of 
____________________. 
     14.     Neither the Lessor nor the Lessee (or any agent representing 
either) has made any statement, promise or agreement (verbally or 
otherwise) in addition to or in conflict with the terms of this Lease.  
Any representations made during negotiations and not contained herein 
shall not be binding upon either of the parties hereto.
     15.     OPTION TO PURCHASE.    In the event the Lessor should decide 
to sell the leased premises, they shall notify the Lessee of their intent 
to sell and the Lessee shall have the first right to purchase.  In the 
event the Lessor and Lessee shall be unable to agree upon a purchase price 
or other terms, the Lessor shall be free to offer the leased premises for 
sale to third parties, provided the Lessee shall have the first right 
thereafter to purchase upon the same purchase price and other terms and 
conditions as any third party.  Lessor shall be required to notify Lessee 
in writing of any bona fide third-party offer and Lessee shall have forty-
five (45) days after receipt of notice to advise Lessor of its intention 
to purchase or not to purchase pursuant to the terms of the third-party 
offer.  If at the end of the forty-five (45) day period the Lessee has 
failed to notify Lessor in writing of their intent to purchase, Lessor 
shall have the right to convey to such third party pursuant to the third-
party offer.  In the event Lessee decides to purchase pursuant to a bona 
fide third-party offer, the sale of the premises to Lessee shall be 
concluded within thirty (30) days of Lessee's notice in writing to 
purchase.
     16.     The remedies set forth herein, in all instances, are not 
exclusive but cumulative and in addition to all other remedies which may 
exist under the law.
     17.     The relationship between the Lessor and the Lessee is 
strictly a Lessor-Lessee relationship and nothing in this Lease shall be 
deemed to or construed as making the parties hereto partners.
     IN TESTIMONY WHEREOF, the Lessor has hereunto set their hands and seals and
the Lessee has hereunto set their hands and seals all the day and year first 
above written.
                                          LESSOR:      [LANDLORD] 

                                          ___________________________________

______________________________
          (Secretary)


                                          LESSEE:       [TENANT] 

                                          ___________________________________
                                                       (PRESIDENT)

______________________________
          (Secretary)



Schedule to Exhibit 10.3 summarizing material details of the Company's 
restaurant leases with related parties.  
<TABLE>
<CAPTION>
                                                                      Approximate  Approximate Date
                                        Base or        Basis for        Date of    of Expiration of
                                        Current     Calculation of   Expiration of  Last Renewal 
   Location          Lessee            Rent/Month   Additional Rent   Current Term     Option          Lessor
<S>               <C>                   <C>       <C>                 <C>            <C>          <C>                       
Claremont, NC     Sagebrush of           $2,000           --               (2)                     County-Wide Insurance
                  South Carolina, LLC                                                              Agency, Inc.

Claremont, NC     Sagebrush of           $  300           --               (2)                     Charles Connor, Jr.
                  South Carolina, LLC

Arden, NC         Sagebrush of           $6,500    5% of gross sales    May 2004      May 2019     Arden Land Company
                  North Carolina, LLC

Asheville, NC     Sagebrush of           $5,000    5% of gross sales    Apr 1997      Apr 2007     Merrimon Land Company
                  North Carolina, LLC

Boone, NC         Sagebrush of           $8,000    5% of gross sales    May 1997      May 2012     Boone Land Company
                  North Carolina, LLC

Brevard, NC       Sagebrush of           $4,000    5% of gross sales    Feb 2004     Feb 2019      Brevard Food
                  North Carolina, LLC                                                              Systems, Inc.

Hickory, NC       Sagebrush of           $6,000                         Sept 2000   Sept 2005      County-Wide Insurance
                  North Carolina, LLC                                                              Agency, Inc.

Hickory, NC       Sagebrush of           $6,000    5% of gross sales    Jul 1997    Jul 2012       RCM Investments
(Viewmont)        North Carolina, LLC

Johnson City, TN  Sagebrush of           $8,200           --            Sept 1997   Sept 1234      Boone Land Company
                  Tennessee, LP

Kingsport, TN     Sagebrush of           $6,000    5% of gross sales    Dec 2003    Dec 2018       Boone Land Company
                  Tennessee, LP

Monroe, NC        Sagebrush of           $6,000           (3)           Sept 2004   Sept 2019      Monroe Land Company
                  North Carolina, LLC

                                                                      Approximate  Approximate Date
                                        Base or        Basis for        Date of    of Expiration of
                                        Current     Calculation of   Expiration of  Last Renewal 
   Location          Lessee            Rent/Month   Additional Rent   Current Term     Option          Lessor

Morganton, NC     Sagebrush of           $6,000    5% of gross sales    Feb 1998    Feb 2013       RCM Investments
                  North Carolina, LLC

Morristown, TN    Sagebrush of           $8,000    6% of gross sales    Nov 1997    Nov 2007       Tennessee Land
                  Tennessee, LP                                                                    Company

Sevierville, NC   Sagebrush of           $6,500    5% of gross sales    Apr 2004    Apr 2019       Sevier Land Company
                  North Carolina, LLC

Statesville, NC   Sagebrush of           $3,500           --            Oct 1997    Oct 2012       Statesville Food
                  North Carolina, LLC                                                              Systems, Inc.

Waynesville, NC   Sagebrush of           $4,000           --            Dec 2003    Dec 2018       Smokey Mountain
                  North Carolina, LLC                                                              Foods, Inc.

Wilkesboro, NC    Sagebrush of           $5,200           (4)           Aug 2004    Aug 2019       Wilkes Land Company
                  North Carolina, LLC
</TABLE>
_________________________

(1)   Certain of the leases provide for contingent rental payments based on a 
percentage of the applicable restaurant's gross sales.  The additional rent 
payable under these leases is equal to the difference between the total base 
rent paid under the lease during the preceding year and the indicated percentage
of such restaurant's gross sales for such year.  

(2)   Leased on a month to month basis.

(3)   Under this lease, the Company is required to pay as contingent rent by 
October 5 of each year an amount equal to 5% of this restaurant's gross sales 
in excess of $1,440,000 for the twelve-month period ending on September 20 of 
such year.

(4)   Under this lease, the Company is required to pay as contingent rent by 
August 31 of each year an amount equal to 5% of this restaurant's gross sales 
in excess of $1,248,000 for the twelve month period ending on August 16 of 
such year.
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