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# EMPLOYMENT AGREEMENT

THIS  AGREEMENT,  made and  entered  into as of the _____ day of  _________,  2001,  by and  between  RARE
HOSPITALITY  MANAGEMENT,  INC., a Delaware corporation  (hereinafter  referred to as the "Company"),  and DAVID C.
GEORGE, a resident of the State of Georgia (hereinafter referred to as the "Executive");

# WITNESSETH:

The
Company and its affiliates (collectively, RARE) are engaged in the
business of owning, operating and franchising the operation of restaurants under
the names LongHorn Steakhouse®, The Capital
Grille®, Bugaboo Creek Steak House® and others.
Executive has recently served in the position of Vice President of Operations
 Capital Grille for the Company, and the Company desires to promote
Executive to the position of Senior Vice President of Operations  LongHorn
Steakhouse for the Company. Executive desires to accept the promotion on the
terms and conditions set forth in this Agreement.

In
the course of Executives employment with the Company, Executive has gained
and will gain knowledge of the business, affairs, customers, franchisees, plans
and methods of RARE, has been and will be trained at the expense of RARE in the
development, opening, operation and management of RAREs restaurants
through the use of techniques, systems, practices and methods used and devised
by RARE, has had and will have access to information relating to the
Companys customers and their preferences and dining habits and has and
will become personally known to and acquainted with RAREs suppliers and
managers in the Restricted Area (as defined in this Agreement) thereby
establishing a personal relationship with such suppliers and managers for the
benefit of RARE.

The
Company would suffer irreparable harm if Executive were to use such knowledge,
information and personal relationships related to RARE and its business that are
obtained and developed in the course of Executives employment with the
Company, other than in the proper performance of his duties for the Company.

In
consideration of the sum of $1.00 in hand paid by the Company to Executive, the
receipt and sufficiency of which are hereby acknowledged, and the mutual
covenants and obligations contained herein, the Company and Executive hereby
agree as follows:

1.        Employment.    
The Company  hereby agrees to promote  Executive and continue his  employment  with the Company.  Executive  hereby  accepts such  promotion  and  continued  employment  and agrees to perform his
duties and responsibilities hereunder, in accordance with the terms and conditions hereinafter set forth.

1.1.        Employment Term.    
The  employment  term of this  Agreement  shall  commence  on the date hereof (the  "Commencement  Date") and shall continue as employment at will until  terminated by the Company or
Executive for any reason.  The period from the  Commencement  Date until the  employment  term is terminated by
the Company or Executive is hereinafter referred to as the "Employment Term."

1.2        Duties of Executive.    
Executive agrees that during the Employment Term, he will devote
his full professional and business-related time, skills and best efforts to the
business of RARE, initially in the capacity of Senior Vice President of
Operations  LongHorn Steakhouse for the Company, and subsequently in such
capacity or capacities as shall be determined by the Company. In addition,
Executive shall devote his full time and his best efforts to the performance of
any other reasonable duties as may be assigned to him from time to time by the
Company, and he shall abide by the employment and other corporate policies of
the Company established from time to time. Executive shall devote all of his
full professional and business-related skills solely to the affairs of RARE, and
shall not, during his employment, unless otherwise agreed to in advance in
writing by the Company, seek or accept other employment, become self-employed in
any other capacity during the term of his employment, or engage in any
activities which are detrimental to the business of RARE. Notwithstanding the
foregoing, Executive may engage in personal investment activities provided such
activities do not interfere with Executives performance of his full-time
employment duties under this Agreement. Executives office shall be in the
Atlanta, Georgia metropolitan area; however, Executive acknowledges that the
discharge of his duties for RARE will involve travel on a regular basis from his
office in Atlanta, Georgia.

2.        Compensation and Benefits.

2.1        Base Compensation.    
For all the services rendered by Executive hereunder, the
Company shall pay Executive an annual salary at the rate of Two Hundred Thousand
Dollars ($200,000) for each full year of the Employment Term, plus such
additional amounts, if any, as may be approved by the Company (Base
Compensation), payable in installments at such times as the Company
customarily pays its executives generally (but in any event no less often than
monthly). The Company agrees that the Executives salary will be reviewed
at least annually to determine if an increase is appropriate, which increase
shall be in the sole discretion of the Company. Executives salary shall be
prorated for any partial calendar year during which this Agreement remains in
effect.

2.2         Bonus Awards.      In
addition to the Base Compensation, during the Employment Term Executive shall be
eligible for a bonus determined and paid in accordance with the bonus program
for employees of the Company, as approved by the Company from time to time.
Unless otherwise set forth in this Agreement, Executive must be employed by the
Company on the date the bonus is paid to executive employees generally in order
to be entitled to a bonus for that year.

2.3        Other Benefits.    
In addition to all other compensation paid or payable from the Company to
Executive hereunder, during the Employment Term Executive shall be entitled to
participate in any supplemental life insurance plan maintained for Vice
President level executives and participate in any and all other employee benefit
programs maintained by the Company for the benefit of its executive employees
generally, in accordance with and subject to the terms and conditions of such
programs.

2.4        Expenses.      In
addition to the compensation described in this Agreement, the Company shall
promptly reimburse Executive for all reasonable expenses incurred by him in the
performance of his duties under this Agreement and vouched to the reasonable
satisfaction of appropriate officers of the Company, pursuant to established
procedures.

3.        
Payment upon Termination.

(a)        Upon  termination of the Employment  Term for Cause (as defined in Exhibit A attached hereto
and  incorporated  herein by  reference),  Executive  shall be  entitled to receive  the  compensation  owed to
Executive  but unpaid for  performance  rendered  under this  Agreement as of the date of  termination  and any
additional  compensation he may be entitled to receive under the terms of any employee  benefit plan offered by
the Company.

(b)        Upon  termination  of the  Employment  Term by the death of  Executive,  Executive's  estate
shall be  entitled to receive the  compensation  under  Section 2.1 as  calculated  and owed to  Executive  but
unpaid for performance  rendered under this Agreement as of the date of death, and any additional  compensation
the Executive's  estate may be entitled to receive under the terms of any employee  benefit plan offered by the
Company.  Executive's  estate  shall also be  entitled  to receive  Executive's  pro rata share  (based on days
worked  before  death) of the bonus to which he would have been  entitled if he had (i) been an employee on the
date bonuses for the  then-current  fiscal year were  distributed  and (ii) achieved his individual  bonus plan
goals,  if any.  The bonus  payment  shall be made as and when  bonus  payments,  if any,  would  otherwise  be
payable under Section 2 of this Agreement.

(c)        In the event that during the  Employment  Term  Executive  becomes  Disabled and the Company
thereafter  terminates  Executive's  employment during the continuation of such Disability,  Executive shall be
entitled to receive the  compensation  under Section 2.1 owed to Executive but unpaid for performance  rendered
under this  Agreement as of the date of  termination,  an additional  forty percent (40%) of  Executive's  Base
Compensation for a period of two (2) years after this Agreement is terminated (the  "Disability  Compensation")
and any additional  compensation  Executive may be entitled to receive under the terms of any employee  benefit
plan  offered by the  Company.  Executive  shall also be entitled to receive his pro rata share  (based on days
worked before the  commencement  of the ninety-day  period  required for a Disability) of the bonus to which he
would have been  entitled if he had (i) been an employee on the date bonuses for the  then-current  fiscal year
were  distributed and (ii) achieved his individual  bonus plan goals, if any. The Disability  Compensation  and
bonus  payments  shall be made as and when salary bonus  payments,  if any,  would  otherwise be payable  under
Section 2 of this Agreement.

(d)        In the event that the Company  terminates  Executive's  employment for any reason other than
those set forth in subsections  (a), (b) or (c) above,  unless the provisions of Section 3(e) apply,  Executive
shall be entitled to receive the  compensation  under Section 2.1 owed to Executive but unpaid for  performance
rendered  under  this  Agreement  as of the  date of  termination  and the  Company  will be  obligated  to pay
Executive  his  Base  Compensation  as of the  date of  termination  of such  employment  from the date of such
termination  for six (6) months.  Such payment  shall be made over a six-month  period as and when salary would
otherwise be payable under Section 2 of this Agreement.

(e)        In the event  that (i)  during  the  Employment  Term a Change in  Control  (as  defined  in
Exhibit A attached  hereto) shall occur and  (ii) within  twelve (12) months  following  the  occurrence of the
Change in Control,  the Company  demotes  Executive  other than for Cause,  effects an involuntary  transfer of
Executive  to a  location  more than  fifty  (50)  miles from  Executive's  place of  residence  or  terminates
Executive's  employment  other than for Cause then,  in lieu of the amounts  payable  pursuant to Section 3(d),
Executive shall be entitled to receive the  compensation  under Section 2.1 as owed to Executive but unpaid for
performance  rendered under this Agreement as of the date of  termination of such  employment,  and the Company
will be obligated to pay  Executive an additional  amount equal to the sum of (x) his annual Base  Compensation
as of the date of  termination  of such  employment  plus (y) an amount  equal to the bonus  paid to  Executive
pursuant  to  Section  2.2 for the  calendar  year  immediately  preceding  the  calendar  year  in  which  the
termination  of employment  occurs.  Such payment shall be made within thirty (30) days  following  termination
of Executive's employment.

(f)        Payments made pursuant to this Section 3 are in lieu of any other  obligations  to Executive
pursuant to the terms of this Agreement.

4.        Noncompetition.    
Executive  covenants  and agrees that during the term of his  employment by the
Company and for a period of one (1) year  immediately  following the  termination of Executive's  employment by
the Company for any reason  whatsoever,  Executive will not, within the area described on Exhibit B hereto (the
"Restricted  Area"),  directly or indirectly  compete with RARE in connection with a business,  any significant
portion of which involves the  development,  opening,  operation or franchising of restaurants that derive more
than thirty  percent (30%) of their food sales from steak  products,  if RARE is still engaged in such business
in such area.

4.1         Definition ofCompete.      For the purposes of this Agreement, the term
compete shall mean the providing of general management, supervisory
or consulting services for the development, operation or franchising of
restaurants that derive more than thirty percent (30%) of their food sales from
steak products.

4.2         Direct or Indirect
Competition.     For the purposes of this Agreement, the words directly or
indirectly as they modify the word compete shall mean (i)
acting as an agent, representative, consultant, officer, director, independent
contractor, or employee engaged in a management capacity with any entity or
enterprise which is carrying on a business any significant portion of which
involves the development, opening, or operation of restaurants offering steak
products as at least thirty percent (30%) of their food sales, (ii)
participating in any such competing entity or enterprise as an owner, partner,
limited partner, joint venturer, creditor or stockholder (except as a
stockholder holding less than one percent (1%) interest in a corporation whose
shares are actively traded on a regional or national securities exchange or in
the over-the-counter market), or (iii) communicating to any such competing
entity or enterprise the names or addresses or any other information concerning
any employee or supplier of RARE or any successor to the goodwill of RARE with
respect to the business of RARE.

5.        Confidentiality.    
Executive  recognizes and acknowledges that by reason of his employment by and
service to the Company,  he will have access to all trade secrets and other  confidential  information  of RARE
including, but not limited to, confidential:  pricing information,  marketing information,  sales techniques of
RARE,   confidential  records,  RARE's  expansion  plans,  restaurant  development  and  marketing  techniques,
operating  procedures,  training  programs and materials,  business plans,  franchise  arrangements,  plans and
agreements,  information regarding suppliers, product quality and control procedures,  financial statements and
projections and other information  regarding the operation of RARE's  restaurants  (hereinafter  referred to as
the "Confidential  Information").  Executive acknowledges that such Confidential  Information is a valuable and
unique  asset  of the  Company  and of RARE and  covenants  that he will  not,  either  during  the term of his
employment  by the  Company  or for a period  of two (2)  years  thereafter,  disclose  any  such  Confidential
Information  to any person for any reason  whatsoever  (except  as his  duties  for the  Company  may  require)
without the prior written  authorization  of the Company's Chief Executive  Officer.  Executive  agrees that he
will not copy any  Confidential  Information  except as the  performance  of his  duties  for the  Company  may
require and that upon the  termination  of his  employment  by the Company,  he shall  return all  Confidential
Information  and any copies  thereof in his  possession  to the  Company.  Executive  hereby  acknowledges  and
agrees that the  prohibitions  against  disclosure of Confidential  Information  recited herein are in addition
to, and not in lieu of, any rights or remedies  which the Company  may have  available  pursuant to the laws of
any  jurisdiction or at common law to prevent the disclosure of trade secrets or proprietary  information,  and
the  enforcement by the Company of its rights and remedies  pursuant to this  Agreement  shall not be construed
as a waiver of any other  rights or  available  remedies  which it may  possess  in law or equity  absent  this
Agreement.  Notwithstanding  the foregoing,  the Company  acknowledges and agrees that nothing contained herein
shall  restrict or otherwise  prohibit or prevent  disclosure  of  Confidential  Information  pursuant to legal
proceedings,  subpoena,  civil  investigative  demand  or  other  similar  process.  Executive  agrees  that if
disclosure  of  Confidential  Information  is  requested  or required  pursuant to any such  process,  he shall
provide the Company  with prompt  written  notice of any such  request or  requirement  so that the Company may
seek a protective  order or other  appropriate  remedy  and/or waive  compliance  with the  provisions  of this
Agreement.  If,  in the  absence  of a  protective  order or other  remedy  or the  receipt  of a waiver by the
Company,  Executive is nonetheless,  legally compelled to disclose Confidential  Information to any tribunal or
other agency,  Executive may, without liability hereunder,  disclose to such tribunal or other agency only that
portion of the Confidential  Information  which Executive is legally required to disclose,  Executive agrees to
cooperate with the Company to obtain an  appropriate  protective  order or other  reliable  assurance that such
tribunal or other agency will accord the  Confidential  Information  confidential  treatment.  The Company also
acknowledges  and  agrees  that  Confidential  Information  shall  not  include  any  information  (a) known by
Executive  prior to his  employment  by the  Company  and  learned by  Executive  other than as a result of his
employment  relationship with the Company,  (b)  independently  developed by the Executive outside of the scope
of his  employment  relationship  with the  Company or (c) that is or  becomes  publicly  available  through no
breach by the Executive of his obligation to the Company.

6.        Non-Solicitation of Employees.    
Executive  covenants  that during the term of his employment by
the Company,  and during the two (2) year period  immediately  following the  termination  of such  employment,
Executive will neither  directly nor  indirectly  induce or attempt to induce any employee of RARE to terminate
his or her employment to go to work for any other employer in a business competing with that of RARE.

7.        Hiring of Employees.    
Executive  covenants  that  during  the  term of his  employment  by the
Company,  and  during  the one (1) year  period  immediately  following  the  termination  of such  employment,
Executive will neither directly nor indirectly hire any salaried employee of RARE.

8.        Property of Company.    
Executive  acknowledges  that from time to time in the course of providing
services  pursuant to this Agreement he shall have the  opportunity to inspect and use certain  property,  both
tangible and  intangible,  of RARE,  and Executive  hereby agrees that said property shall remain the exclusive
property  of RARE and the  Executive  shall have no right or  proprietary  interest in such  property,  whether
tangible or intangible,  including,  without limitation,  RARE's franchise and supplier lists,  contract forms,
books of account, training and operating materials and similar property.

9.        Developments.    
All developments,  including inventions,  whether patentable or otherwise,  trade
secrets,  discoveries,  improvements,  ideas and writings which either directly or indirectly  relate to or may
be useful in the business of RARE or any of its affiliates  (the  "Developments")  which  Executive,  either by
himself or in  conjunction  with any other  person or persons,  has  conceived,  made,  developed,  acquired or
acquired  knowledge  of during  his  employment  by the  Company  or which  Executive,  either by himself or in
conjunction with any other person or persons,  shall conceive,  make, develop,  acquire or acquire knowledge of
during  the  Employment  Term,  shall  become  and  remain  the sole and  exclusive  property  of the  Company.
Executive  hereby  assigns,  transfers and conveys,  and agrees to so assign,  transfer and convey,  all of his
right,  title  and  interest  in and to any  and  all  such  Developments  and to  disclose  fully  as  soon as
practicable,  in writing,  all such  Developments  to the Chief Executive  Officer of the Company.  At any time
and from time to time,  upon the request and at the expense of the Company,  Executive will execute and deliver
any and all  instruments,  documents  and papers,  give  evidence  and do any and all other acts which,  in the
opinion of counsel for the  Company,  are or may be necessary  or  desirable  to document  such  transfer or to
enable the Company to file and  prosecute  applications  for and to acquire,  maintain  and enforce any and all
patents,  trademark  registrations  or  copyrights  under United States or foreign law with respect to any such
Developments  or to obtain any  extension,  validation,  reissue,  continuance  or renewal of any such  patent,
trademark  or  copyright.  The  Company  will be  responsible  for the  preparation  of any  such  instruments,
documents and papers and for the  prosecution  of any such  proceedings  and will  reimburse  Executive for all
reasonable expenses incurred by him in compliance with the provisions of this Section.

10.        Reasonableness.    
The  restrictions  contained  in Sections 4, 5, 6 and 7 are  considered  by the
parties  hereto  to be fair  and  reasonable  and  necessary  for the  protection  of the  legitimate  business
interests of the Company.

11.        Equitable Relief.    
Executive  acknowledges  that the  services  to be  rendered by him are of a
special,  unique, unusual,  extraordinary,  and intellectual character,  which gives them a peculiar value, and
the loss of which cannot  reasonably or adequately  be  compensated  in damages in an action at law; and that a
breach by him of any of the  provisions  contained in Sections 4, 5, 6 and 7 of this  Agreement  will cause the
Company  irreparable  injury and damage.  Executive  further  acknowledges  that he  possesses  unique  skills,
knowledge  and  ability  and that any  material  breach of the  provisions  of  Sections  4, 5, 6 and 7 of this
Agreement  would be  extremely  detrimental  to the  Company.  By reason  thereof,  Executive  agrees  that the
Company  shall be entitled,  in addition to any other  remedies it may have under this  Agreement or otherwise,
to injunctive and other  equitable  relief to prevent or curtail any breach of the provisions of Sections 4, 5,
6 and 7 of this Agreement by him.

12.        Survival of Provisions.    
The provisions of Sections 4 through 14,  inclusive,  of this Agreement
shall survive the  termination  of this  Agreement to the extent  required to give full effect to the covenants
and agreements  contained in those sections.  All provisions of this Agreement which  contemplate the making of
payments or the  provision of  consideration  or other items of economic  value by the Company to the Executive
after the  termination  of this  Agreement  shall  likewise  survive the  termination  of this Agreement to the
extent required to give full effect to such undertakings or obligations of the Company to Executive hereunder.

13.        Warranties and Representations.    
In order to induce the Company to enter into this  Employment
Agreement,  Executive  hereby  warrants  and  represents  to  the  Company  that  Executive  is not  under  any
obligation,  contractual  or otherwise,  to any party which would  prohibit or be  contravened  by  Executive's
promotion and continued  employment by the Company and the  performance  of  Executive's  duties as Senior Vice
President of Operations - LongHorn  Steakhouse for the Company or the  performance  of Executive's  obligations
under this Agreement.

14.        Successors Bound; Assignability.    
This Agreement shall be binding upon Executive,  the Company
and their successors in interest,  including without limitation,  any corporation into which the Company may be
merged or by which it may be  acquired.  This  Agreement is  nonassignable  except that the  Company's  rights,
duties and  obligations  under this  Agreement  may be  assigned  to the  Company's  acquiror  in the event the
Company is merged, acquired or sells substantially all of its assets.

15.        Severability.    
In the event  that any one or more of the  provisions  of this  Agreement  or any
word,  phrase,  clause,  sentence or other portion thereof shall be deemed to be illegal or  unenforceable  for
any reason,  such provision or portion thereof shall be modified or deleted,  to the extent  permissible  under
applicable  law,  in such a manner so as to make this  Agreement  as  modified  legal  and  enforceable  to the
fullest extent permitted under applicable laws.

16.        Withholding.    
Notwithstanding  any of the terms or  provisions  of this  Agreement,  all amounts
payable by the Company  hereunder  shall be subject to withholding of such sums related to taxes as the Company
may reasonably determine it should withhold pursuant to applicable law or regulation.

17.        Headings.    
The headings and captions  used in this  Agreement are for  convenience  of reference
only,  and shall in no way  define,  limit,  expand or  otherwise  affect the  meaning or  construction  of any
provision of this Agreement.

18.        Notices.    
Any notice  required or  permitted  to be given  pursuant to this  Agreement  shall be
deemed  sufficiently given when delivered in person or when deposited in the United States mail,  registered or
certified mail, postage prepaid, addressed as follows:

`If to the Company, to:      RARE Hospitality Management, Inc.
                                    8215 Roswell Road
                                    Building 600
                                    Atlanta, Georgia 30350
                                    Attention:  General Counsel


        If to Executive, to:        David C. George`

Any party may by written
notice change the address to which notices to such party are to be delivered or
mailed.

19.        Entire Agreement.    
This  Agreement,  together  with  Exhibit A and  Exhibit  B hereto,  which are
incorporated  herein by this reference,  constitutes the entire Agreement  between the parties hereto with regard
to Executive's  employment by the Company, and there are no agreements,  understandings,  specific  restrictions,
warranties or  representations,  oral or written,  relating to said subject matter between the parties other than
those  set forth  herein  or herein  provided  for.  This  Agreement  shall  replace  and  supercede  any and all
employment  agreements,  agreements  pertaining  to a change of control of the Company and other  agreements,  if
any, governing the employment relationship between the parties.

20.        Counterparts.    
This Agreement may be executed in two or more counterparts,  each of which will take
effect as an original and all of which shall evidence one and the same Agreement.

21.        Amendment, Modification and Waiver.    
This Agreement may only be amended,  modified or terminated
prior to the end of its term by the  mutual  agreement  of the  parties.  The  waiver by  either  party to this
Agreement  of a breach of any of the  provisions  of this  Agreement  shall not  operate or be  construed  as a
waiver of any subsequent or simultaneous breach.

22.        Mitigation.    
Executive  shall have no duty to attempt to mitigate the  compensation  or level of
benefits  payable by the Company to him hereunder and the Company shall not be entitled to set-off  against the
amounts  payable by the Company to Executive  hereunder any amounts  received by the  Executive  from any other
source, including any subsequent employer.

23.        Governing Law.    
All of the  terms  and  provisions  of this  Agreement  shall be  construed  in
accordance with and governed by the applicable laws of the State of Georgia.

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

`RARE HOSPITALITY MANAGEMENT, INC.


                                    By:_____________________________
                                    Title:


                                    EXECUTIVE


                                    -------------------------------
                                    DAVID C. GEORGE`

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# INDEX TO
EXHIBITS

`EXHIBIT                                     DESCRIPTION
-------                                     -----------


   A                                        DEFINITIONS

   B                                        RESTRICTED AREA`

---

# EXHIBIT A

                                                  DEFINITIONS

As
used in Section 3 of this Agreement, the following terms shall have the meanings
ascribed to each below:

"Cause" means:

(i)    
the  Executive's  breach of any  material  obligations  under this  Agreement;  provided,
however,  that if such breach can be cured,  Executive shall have fourteen (14) days following receipt from the
Company of written  notice of such breach  within  which to do so before  said  breach is deemed to  constitute
"Cause" for termination;

(ii)     habitual and unauthorized absenteeism by reason other than
physical or mental illness;

(iii)     chronic alcoholism or other form of substance abuse resulting in
material harm or actual or potential physical danger to RARE or any of its employees;

(iv)     the commission by Executive of (a) a felony for which Executive
is indicted or with respect to which Executive  pleads nolo contendere (or any similar  response),  (b) any act
or moral turpitude or (c) any fraud or embezzlement upon RARE; or
(v)     the engaging by the Executive in negligence or willful misconduct
which is injurious to RARE, monetarily or otherwise.

Change of
Control means and includes each of the following:

(i)    The  acquisition,  at one time or over time, by any  individual,  entity or group (within
the meaning of Section  13(d)(3) or 14(d)(2) of the  Securities  and  Exchange Act of 1934 (the "1934 Act")) (a
"Person") of beneficial  ownership  (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of 50% or
more  of the  combined  voting  power  of the  then  outstanding  voting  securities  of the  RARE  Hospitality
International,  Inc.  ("Parent")  entitled to vote  generally in the election of  directors  (the  "Outstanding
Corporation Voting  Securities");  provided,  however,  that for purposes of this subsection (i), the following
acquisitions  shall not constitute a Change of Control;  (a) any  acquisition by a Person who is on the date of
this Agreement the beneficial owner of 50% or more of the Outstanding  Corporation Voting  Securities,  (b) any
acquisition  by Parent,  or (c) any  acquisition by any employee  benefit plan (or related trust)  sponsored or
maintained by Parent or any corporation controlled by Parent;

(ii)     Consummation of a  reorganization,  merger,  share exchange or  consolidation  or sale of
other  disposition  of all or  substantially  all of the assets of Parent (a "Business  Combination"),  in each
case unless following such Business  Combination,  (i) all of substantially all of the individuals and entities
who were the beneficial  owners of the Outstanding  Corporation  Voting  Securities  immediately  prior to such
Business  Combination  beneficially own, directly or indirectly,  more than 60% of the combined voting power of
the then  outstanding  voting  securities  entitled  to vote  generally  in the  election of  directors  of the
corporation resulting from such Business Combination (including,  without limitation,  a corporation which as a
result of such  transaction  owns Parent or all or  substantially  all of Parent's  assets  either  directly or
through one or more  subsidiaries) in substantially  the same proportions as their ownership  immediately prior
to such Business  Combination of the Outstanding  Corporation Voting Securities,  and (ii) no Person (excluding
any  corporation  resulting from such Business  Combination or any employee  benefit plan (or related trust) of
Parent  or  such  corporation  resulting  from  such  Business  Combination)  beneficially  owns,  directly  or
indirectly,  50% or more of the  combined  voting  power  of the then  outstanding  voting  securities  of such
corporation  except to the extent that such ownership existed prior to the Business  Combination,  and (iii) at
least a majority of the members of the board of  directors  of the  corporation  resulting  from such  Business
Combination  were members of the incumbent Board at the time of the execution of the initial  agreement,  or of
the action of the Board, providing for such Business Combination.

Disability
or Disabled shall mean that by reason of any physical or
mental incapacity Executive has been unable, or it is reasonably expected that
he will be unable, for a period of at least ninety (90) substantially continuous
days to perform his regular duties and responsibilities hereunder. In the event
of any disagreement between Executive and the Company as to whether Executive is
physically or mentally incapacitated, the question of such incapacity shall be
submitted to an impartial and reputable physician for determination, selected by
mutual agreement of Executive and the Company or, failing such agreement,
selected by two physicians (one of which shall be selected by the Company and
the other by Executive), and such determination of the question of such
incapacity by such physician shall be final and binding on Executive and the
Company. The Executive shall pay the fees and expenses of such physician.

---

# EXHIBIT B

The area within the
Metropolitan Statistical Area (MSA) surrounding each city listed
below, as said MSA is determined from time to time by the U. S. Bureau of the
Census, or for each city with no MSA within fifty (50) miles of the city limits.

`Alabama                                        Georgia
-------                                        -------
Auburn                                         Albany
Dothan                                         Alpharetta
Hoover                                         Athens
Huntsville                                     Atlanta
Mobile                                         Augusta
Montgomery                                     Austell
Prattville                                     Buford
                                               Canton
District of Columbia                           Cartersville
--------------------
                                               Chamblee
Florida                                        College Park
-------
Altamonte Springs                              Columbus
Boynton Beach                                  Conyers
Brandon                                        Cumming
Citrus Park                                    Dalton
Coral Springs                                  Douglasville
Daytona Beach                                  Duluth
Davie                                          Gainesville
Destin                                         Hiram
Ft. Lauderdale                                 Jonesboro
Ft. Myers                                      Kennesaw
Jacksonville Beach                             Lawrenceville
Jacksonville                                   Macon
Jensen Beach                                   Marietta
Kissimmee                                      Newnan
Lake Mary                                      Peachtree City
Largo                                          Rome
Merritt Island                                 Roswell
Miami                                          Savannah
Naples                                         Snellville
Ocala                                          Statesboro
Orlando                                        Tucker
Pembroke Pines                                 Valdosta
Port Richey                                    Warner Robbins
Sarasota                                       Woodstock
St. Augustine
St. Petersburg                                 Illinois
                                               --------
Southchase                                     Chicago
Tallahassee                                    Fairfiew Heights
Tampa


Indiana                                        New Jersey
-------                                        ----------
Avon                                           Rochelle Park
Indianapolis
Carmel                                         North Carolina
                                               --------------
                                               Burlington
Kansas                                         Charlotte
------
Kansas City                                    Concord
Leawood                                        Gastonia
       -
                                               Greensboro
Kentucky                                       Hickory
--------
Bowling Green                                  High Point
Florence                                       Huntersville
                                               Pineville
Maryland
--------
Germantown                                     Ohio
                                               ----
                                               Beaver Creek
Massachusetts                                  Boardman
-------------
Boston                                         Cincinnati
Chestnut Hill                                  Cleveland
Franklin                                       Columbus
Leominster                                     Cuyahoga Falls
Marlboro                                       Dublin
North Attleboro                                Eastgate
                                               Fairview Park
Michigan                                       Maumee
--------
Troy                                           Mayfield Heights
                                               Medina
Minnesota                                      Mentor
---------
Minneapolis                                    North Canton
                                               Pickerington
Missouri                                       Solon
--------
Ballwin                                        Springdale
Chesterfield Florissant                        St. Clairsville
Independence                                   Stongsville
Kansas City                                    Wooster
Lee's Summit
Liberty                                        Pennsylvania
                                               ------------
O'Fallon                                       Bensalem
Sunset Hills                                   Erie
                                               Philadelphia
New Hampshire
-------------
Concord                                        Rhode Island
                                               ------------
Manchester                                     Providence
Nashua


                                               South Carolina
                                               --------------
                                               Columbia
                                               Greenville
                                               Hilton Head
                                               Rock Hill
                                               Spartanburg


                                               Tennessee
                                               ---------
                                               Chattanooga
                                               Clarksville
                                               Hermitage
                                               Jackson
                                               Madison
                                               Nashville

                                               Texas
                                               -----
                                               Dallas
                                               Houston

                                               Virginia
                                               --------
                                               McLean

                                               West Virginia
                                               -------------
                                               Charleston`

Executive acknowledges and
agrees that the geographical area described above is the area in which Executive
has or will perform his services for the Company, and that the area in which
such services are performed is intended to expand as the business of the Company
and its parents, subsidiaries and affiliates (the Consolidated
Group) grows. Executive and the Company agree that as the geographical
area in which the Consolidated Group conducts its business expands, the list of
cities described on this Exhibit B shall be deemed to be amended, from time to
time, without any further consent, action or notice on the part of the Company
or Executive, to include each additional city in which any member of the
Consolidated Group operates a restaurant or a franchisee of the Consolidated
Group operates a restaurant under the terms of a franchise from the Consolidated
Group. Executive agrees to execute one or more amendments hereto upon the
request of the Company from time to time in order to confirm such amended list.