Exhibit 10.2    $7,378,000 Loan Agreement dated December 31, 2002 and related
                amendment between TW Real Estate II, LLC and GE Caital
                Franchise Corporation



                                 LOAN AGREEMENT


         THIS LOAN AGREEMENT  (this  "Agreement")  is made as of December 31,
2002  (the  "Closing  Date"),  by  and  between  GE  CAPITAL  FRANCHISE  FINANCE
CORPORATION,  a Delaware corporation  ("Lender"),  and TW REAL ESTATE II, LLC, a
Delaware limited liability company ("Borrower").

                                   AGREEMENT:

         In  consideration  of the  mutual  covenants  and  provisions  of  this
Agreement, the parties agree as follows:

         1. Definitions.  The following terms shall have the following  meanings
for all purposes of this Agreement:

         "ADA" means the Americans  with  Disabilities  Act of 1990, as such act
may be amended from time to time.

         "Affiliate" means any Person which directly or indirectly controls,  is
under common control with, or is controlled by any other Person. For purposes of
this  definition,  "controls",  "under common control with" and  "controlled by"
means the  possession,  directly or indirectly,  of the power to direct or cause
the direction of the  management  and policies of such Person,  whether  through
ownership of voting securities or otherwise.

         "Anti-Money Laundering Laws" means all applicable laws, regulations and
government  guidance  on the  prevention  and  detection  of  money  laundering,
including 18 U.S.C. ss. ss. 1956 and 1957, and the BSA.

         "Applicable  Regulations" means all applicable  statutes,  regulations,
rules,  ordinances,  codes,  licenses,  permits,  orders and  approvals  of each
Governmental Authority having jurisdiction over the Premises, including, without
limitation,  all health,  building, fire, safety and other codes, ordinances and
requirements,   all   applicable   standards  of  the  National  Board  of  Fire
Underwriters  and the ADA and all policies or rules of common law, in each case,
as amended, and any judicial or administrative interpretation thereof, including
any  judicial  order,  consent,  decree  or  judgment  applicable  to any of the
Borrower Parties or any of the Lessee Parties.

         "Borrower Parties" means, collectively,  Borrower and any guarantors of
the Loans (including, in each case, any predecessors-in-interest).

         "BSA" means the Bank Secrecy Act (31  U.S.C.ss.ss.  5311 et. seq.), and
its  implementing  regulations,  Title 31 Part 103 of the U.S.  Code of  Federal
Regulations.

         "Business Day" means any day on which Lender is open for business other
than a Saturday, Sunday or a legal holiday, ending at 5:00 P.M. Phoenix, Arizona
time.

         "Change of  Control"  means a change in control of any of the  Borrower
Parties,  including,  without  limitation,  a change in control  resulting  from
direct or indirect transfers of voting stock or partnership, membership or other
ownership interests, whether in one or a series of transactions. For purposes of
this definition,  "control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the  management and policies of any of
the Borrower Parties,  as applicable,  and a Change of Control will occur if any
of the following  occur:  (i) any merger or consolidation by any of the Borrower
Parties,  as applicable,  with or into any other entity; or (ii) if any "Person"
as defined in Section  3(a)(9) of the  Securities  and Exchange Act of 1934,  as
amended (the  "Exchange  Act"),  and as used in Section 13(d) and 14(d) thereof,
including  a "group"  as  defined in Section  13(d) of the  Exchange  Act,  who,
subsequent to the Closing,  becomes the  "beneficial  owner" (as defined in Rule
13d-3 under the Exchange Act), of securities of any of the Borrower Parties,  as
applicable,  representing 50% or more of the combined voting power of Borrower's
then outstanding securities (other than indirectly as a result of the redemption
by any of the Borrower Parties, as applicable, of its securities).

         "Closing"  means the  disbursement of the Loan Amounts by Title Company
as contemplated by this Agreement.

                                       1
<PAGE>

         "Code" means Title 11 of the United States Code, 11 U.S.C.  Sec. 101 et
seq., as amended.

         "Default Rate" has the meaning set forth in the Notes.

         "Entity" means any entity that is not a natural person.

         "Environmental  Condition"  means any  condition  with respect to soil,
surface waters,  groundwaters,  land,  stream  sediments,  surface or subsurface
strata,  ambient air and any environmental  medium comprising or surrounding any
of the  Premises,  whether or not yet  discovered,  which  would  reasonably  be
expected to or does result in any damage,  loss, cost, expense,  claim,  demand,
order or liability to or against any of the Borrower Parties,  any of the Lessee
Parties  or  Lender by any  third  party  (including,  without  limitation,  any
Governmental Authority),  including, without limitation, any condition resulting
from the  operation of business at any of the Premises  and/or the  operation of
the  business of any other  property  owner or  operator in the  vicinity of the
Premises  and/or any activity or operation  formerly  conducted by any person or
entity on or off any of the Premises.

         "Environmental  Indemnity Agreement" means the environmental  indemnity
agreement  dated as of the date of this  Agreement  executed by Borrower for the
benefit of the  Indemnified  Parties and such other parties as are identified in
such  agreement  with respect to the  Premises,  as the same may be amended from
time to time.

         "Environmental  Insurer" means American  International  Specialty Lines
Insurance Company, or such other  environmental  insurance company as Lender may
select, and its successors and assigns.

         "Environmental  Laws" means any present and future  federal,  state and
local laws, statutes,  ordinances,  rules, regulations,  orders, injunctions and
decrees of  Governmental  Authorities  and common  law,  relating  to  Hazardous
Materials  and/or the protection of human health or the environment by reason of
a Release  or a  Threatened  Release  of  Hazardous  Materials  or  relating  to
liability for or costs of Remediation or prevention of Releases.  "Environmental
Laws" includes,  but is not limited to, the following statutes,  as amended, any
successor thereto, and any regulations,  rulings,  orders or decrees promulgated
pursuant  thereto,  and  any  state  or  local  statutes,   ordinances,   rules,
regulations,  orders,  injunctions and decrees of Governmental Authorities:  the
Comprehensive  Environmental  Response,   Compensation  and  Liability  Act,  42
U.S.C.ss.ss.  9601 et seq.; the Emergency  Planning and Community  Right-to-Know
Act, 42 U.S.C.ss.  11001 et seq.; the Hazardous Materials Transportation Act, 49
U.S.C.ss.  5101 et seq.; the Resource  Conservation  and Recovery Act (including
but not limited to Subtitle I relating to underground storage tank systems),  42
U.S.C.ss.ss.  6901 et seq.; the Clean Water Act, 33  U.S.C.ss.ss.  1251 et seq.;
the Clean Air Act, 42 U.S.C.ss.ss.  7401 et seq.; the Toxic  Substances  Control
Act, 15 U.S.C.ss.  2601 et seq.;  the Safe Drinking  Water Act, 42  U.S.C.ss.ss.
7401 et seq.; the Occupational Safety and Health Act, 29 U.S.C. ss. 651 et seq.;
the Federal  Insecticide,  Fungicide and Rodenticide Act, 7 U.S.C.ss.ss.  136 et
seq.; the Endangered Species Act, 16 U.S.C.ss.ss.  1531 et seq. and the National
Environmental  Policy Act, 42 U.S.C.ss.  4321 et seq.  "Environmental Laws" also
includes, but is not limited to, any present and future federal, state and local
laws, statutes, ordinances, rules, regulations,  orders, injunctions and decrees
of Governmental  Authorities and common law:  conditioning  transfer of property
upon a negative declaration or other approval of a Governmental Authority of the
environmental condition of the property; requiring notification or disclosure of
Releases  or  other  environmental  condition  of  any of  the  Premises  to any
Governmental  Authority or other person or entity,  whether or not in connection
with  transfer of title to or  interest  in  property;  imposing  conditions  or
requirements relating to Hazardous Materials in connection with permits or other
authorizations  required by Governmental  Authorities;  relating to the handling
and disposal of  Hazardous  Materials;  relating to nuisance,  trespass or other
causes of action related to Hazardous Materials; and relating to wrongful death,
personal  injury,  or property or other damage in  connection  with the physical
condition  or use of any of the  Premises by reason of the presence of Hazardous
Materials in, on, under or above any of the Premises.

         "Environmental Liens" has the meaning set forth in Section 5.K(9).

         "Environmental  Policies" means the  environmental  insurance  policies
issued by  Environmental  Insurer to Lender with respect to the Premises,  which
Environmental  Policies shall be in form and substance satisfactory to Lender in
its sole discretion.

                                       2
<PAGE>

         "Equipment" has the meaning set forth in the Equipment Loan Agreement.

         "Equipment  Loan"  has the  meaning  set  forth in the  Equipment  Loan
Agreement.

         "Equipment  Loan  Agreement"  means  that  certain  Equipment  Loan and
Security Agreement dated as of the Closing Date between Lender and Borrower,  as
the same may be amended from time to time.

         "Equipment  Note"  has the  meaning  set  forth in the  Equipment  Loan
Agreement.

         "Event of Default" has the meaning set forth in Section 9.

         "FCCR Amount" has the meaning set forth in Section 9.A(7).

         "Fee" means an underwriting, site assessment, valuation, processing and
commitment  fee  equal  to 1% of the  sum of the  Loan  Amounts  for  all of the
Premises.

         "Fixed Charge Coverage Ratio" has the meaning set forth in Section 6.J.

         "GAAP" means  generally  accepted  accounting  principles  consistently
applied.

         "Governmental  Authority"  means any  governmental  authority,  agency,
department,    commission,    bureau,   board,    instrumentality,    court   or
quasi-governmental  authority  having  jurisdiction or supervisory or regulatory
authority over any of the Premises or any of the Borrower Parties.

         "Hazardous Materials" means (a) any toxic substance or hazardous waste,
substance, solid waste or related material, or any pollutant or contaminant; (b)
radon  gas,  asbestos  in any  form  which  is or  could  become  friable,  urea
formaldehyde  foam  insulation,   transformers  or  other  equipment  containing
dielectric  fluid  having  levels  of  polychlorinated  biphenyls  in  excess of
applicable standards  established by any Governmental  Authority,  any petroleum
product  or  additive,  any  petroleum-based  substances  or any  similar  terms
described or defined in any Environmental Laws applicable to or regulating below
or above ground tanks and associated  piping systems used in connection with the
storage, dispensing and general use of petroleum and petroleum-based substances,
or any Toxic Mold; (c) any substance,  gas, material or chemical which is now or
hereafter  defined as or included in the  definition of "hazardous  substances,"
"toxic  substances,"   "hazardous  materials,"  "hazardous  wastes,"  "regulated
substances" or words of similar import under any Environmental Laws; and (d) any
other chemical,  material,  gas or substance the exposure to or release of which
is prohibited,  limited or regulated by any Governmental  Authority that asserts
or may  assert  jurisdiction  over  any of the  Premises  or the  operations  or
activity at any of the  Premises,  or any chemical,  material,  gas or substance
that does or is  reasonably  likely to pose a hazard to the health and/or safety
of the  occupants  of any of the  Premises  or the owners  and/or  occupants  of
property adjacent to or surrounding any of the Premises.

         "Indemnified Parties" means Lender, Environmental Insurer, the trustees
under the Mortgages, if applicable, and any person or entity who is or will have
been involved in the  origination  of the Loans,  any person or entity who is or
will have been involved in the  servicing of the Loans,  any person or entity in
whose name the encumbrance  created by any of the Mortgages is or will have been
recorded,  persons and entities who may hold or acquire or will have held a full
or partial  interest in the Loans  (including,  but not limited to, investors or
prospective investors in any Securitization,  Participation or Transfer, as well
as custodians,  trustees and other  fiduciaries  who hold or have held a full or
partial interest in any of the Loans for the benefits of third parties), as well
as  the  respective  directors,  officers,   shareholders,   partners,  members,
employees,    lenders,   agents,   servants,    representatives,    contractors,
subcontractors,  affiliates, subsidiaries,  participants, successors and assigns
of any and all of the foregoing (including, but not limited to, any other person
or entity who holds or acquires or will have held a participation  or other full
or partial  interest in any of the Loans or any of the Premises,  whether during
the term of the Loans or as a part of or following a  foreclosure  of any of the
Loans and including, but not limited to, any successors by merger, consolidation
or acquisition of all or a substantial portion of Lender's assets and business).

                                       3
<PAGE>

         "Indemnity  Agreements" means all indemnity agreements executed for the
benefit of any of the Borrower  Parties,  any current  lessee or occupant or any
prior owner,  lessee or occupant of the Premises in  connection  with  Hazardous
Materials,  including,  without limitation,  the right to receive payments under
such indemnity agreements.

         "Lease" means the master lease between Borrower, as lessor, and Lessee,
as  lessee,  with  respect  to  the  Premises,  together  with  all  amendments,
modifications and supplements thereto.

         "Lender   Entities"   means,   collectively,   Lender   (including  any
predecessor-in-interest  to Lender) and any Affiliate of Lender  (including  any
Affiliate of any predecessor-in-interest to Lender).

         "Lessee"  means  Tumbleweed,  Inc.,  a  Delaware  corporation,  and its
successors.

         "Lessee Parties" means, collectively,  Lessee and any guarantors of the
Lease (including, in each case, any predecessors-in-interest).

         "Loan" or "Loans" means, as the context may require,  the loan for each
Premises, or the loans for all of the Premises, described in Section 2.

         "Loan Amount" or "Loan Amounts" means, as the context may require,  the
aggregate  amount set forth in Section 2 or, with respect to each Premises,  the
individual amount set forth in Exhibit A.

         "Loan Documents" means,  collectively,  this Agreement,  the Notes, the
Mortgages, the Environmental Indemnity Agreement, the UCC-1 Financing Statements
and all other  documents,  instruments  and  agreements  executed in  connection
therewith or contemplated thereby, as the same may be amended from time to time.

         "Loan Pool" means:

                  (i) in the context of a  Securitization,  any pool or group of
         loans that are a part of such Securitization;

                  (ii) in the context of a  Transfer,  all loans which are sold,
         transferred or assigned to the same transferee; and

                  (iii) in the context of a Participation, all loans as to which
         participating interests are granted to the same participant.

         "Material Adverse Effect" means a material adverse effect on (i) any of
the  Premises,  including,  without  limitation,  the  operation  of  any of the
Premises  as a  Permitted  Concept,  or (ii)  Borrower's  ability to perform its
obligations under the Loan Documents.

         "Mortgage" or "Mortgages"  means, as the context may require,  the deed
of trust or mortgage dated as of the date of this Agreement executed by Borrower
for the  benefit of Lender  with  respect to a Premises or the deeds of trust or
mortgages  dated as of the date of this  Agreement  executed by Borrower for the
benefit  of  Lender  with  respect  to all of the  Premises,  as the same may be
amended from time to time. A Mortgage has been executed for each Premises.

         "Note" or "Notes"  means,  as the context may require,  the  promissory
note dated as of the date of this  Agreement  executed  by  Borrower in favor of
Lender  evidencing  a Loan with  respect to a Premises or the  promissory  notes
dated as of the date of this  Agreement  executed by Borrower in favor of Lender
evidencing  the Loans with  respect to all of the  Premises,  as the same may be
amended,  restated  and/or  substituted  from time to time,  including,  without
limitation, as a result of the payment of the FCCR Amount pursuant to Section 9.
A Note has been executed for each Premises in the Loan Amount  corresponding  to
such Premises.

         "Obligations" has the meaning set forth in the Mortgages.

                                       4
<PAGE>

         "OFAC Laws and  Regulations"  means Executive Order 13224 issued by the
President of the United States of America,  the Terrorism Sanctions  Regulations
(Title 31 Part 595 of the U.S. Code of Federal Regulations),  the Terrorism List
Governments Sanctions Regulations (Title 31 Part 596 of the U.S. Code of Federal
Regulations),  the Foreign Terrorist  Organizations Sanctions Regulations (Title
31 Part 597 of the U.S.  Code of  Federal  Regulations),  and the  Cuban  Assets
Control Regulations (Title 31 Part 515 of the U.S. Code of Federal Regulations),
and all other  present and future  federal,  state and local  laws,  ordinances,
regulations,  policies,  lists  (including,  without  limitation,  the Specially
Designated Nationals and Blocked Persons List) and any other requirements of any
Governmental  Authority  (including,   without  limitation,  the  United  States
Department  of the  Treasury  Office  of  Foreign  Assets  Control)  addressing,
relating to, or attempting to eliminate, terrorist acts and acts of war, each as
hereafter  supplemented,  amended or modified from time to time, and the present
and future rules,  regulations and guidance  documents  promulgated under any of
the  foregoing,  or under similar  laws,  ordinances,  regulations,  policies or
requirements of other states or localities.

         "Other Agreements" means, collectively,  all agreements and instruments
between,  among or by (1) any of the Borrower  Parties,  Related Borrower and/or
any Affiliate of any of the Borrower Parties or Related Borrower  (including any
Affiliate  of any  predecessor-in-interest  to any of the  Borrower  Parties  or
Related  Borrower),  and, or for the benefit of, (2) any of the Lender Entities,
including,  without limitation,  the Equipment Loan Agreement,  the Related Loan
Agreement,   the  Related   Equipment  Loan  Agreement,   promissory  notes  and
guaranties; provided, however, the term "Other Agreements" shall not include the
agreements and instruments defined as the Loan Documents.

         "Participation"  means one or more grants by Lender or any of the other
Lender Entities to a third party of a participating interest in notes evidencing
obligations  to repay  secured or unsecured  loans owned by Lender or any of the
other Lender Entities or any or all servicing rights with respect thereto.

         "Permitted Amounts" means, with respect to any given level of Hazardous
Materials,  that  level  or  quantity  of  Hazardous  Materials  in any  form or
combination of forms the presence,  use,  storage,  release or handling of which
does not  constitute a violation of any  Environmental  Laws and is  customarily
employed in the  ordinary  course of, or  associated  with,  similar  businesses
located in the states in which the Premises are located.

         "Permitted Concept" means a Tumbleweed restaurant.

         "Permitted  Exceptions" means those recorded  easements,  restrictions,
liens and encumbrances  set forth as exceptions in the title insurance  policies
issued by Title Company to Lender and approved by Lender in its sole  discretion
in connection with the closing of the Loans.

         "Person"  means  any  individual,  corporation,   partnership,  limited
liability company, trust, unincorporated organization, Governmental Authority or
any other form of entity.

         "Personal Property" has the meaning set forth in the Mortgages.

         "Premises" means the parcel or parcels of real estate  corresponding to
the FFC File  Numbers and  addresses  identified  on Exhibit A attached  hereto,
together with all rights,  privileges and appurtenances associated therewith and
all buildings,  fixtures and other improvements now or hereafter located thereon
(whether or not affixed to such real estate) and the Personal Property.  As used
herein,  the term "Premises" shall mean either a singular property or all of the
properties collectively, as the context may require.

         "Questionnaires"  means the environmental  questionnaires  completed on
behalf of the Borrower  Parties  with  respect to the Premises and  submitted to
Environmental  Insurer in  connection  with the  issuance  of the  Environmental
Policies.

         "Related  Borrower"  means TW Real  Estate I, LLC, a  Delaware  limited
liability company.

         "Related  Equipment Loan Agreement"  means that certain  Equipment Loan
and Security  Agreement  dated as of the Closing Date between Lender and Related
Borrower, as the same may be amended from time to time.

                                       5
<PAGE>

         "Related  Equipment Note" means the "Equipment  Note" as defined in the
Related Equipment Loan Agreement.

         "Related  Loan  Agreement"  means  the Loan  Agreement  dated as of the
Closing Date  between  Related  Borrower and Lender,  as the same may be amended
from time to time.

         "Related  Notes"  means the  "Notes"  as defined  in the  Related  Loan
Agreement.

         "Release" means any presence,  release, deposit,  discharge,  emission,
leaking, spilling,  seeping, migrating,  injecting,  pumping, pouring, emptying,
escaping, dumping, disposing or other movement of Hazardous Materials.

         "Remediation"  means any  response,  remedial,  removal,  or corrective
action, any activity to clean up, detoxify, decontaminate,  contain or otherwise
remediate  any  Hazardous  Materials  required by any  Environmental  Law or any
Governmental  Authority,  any actions to prevent,  cure or mitigate any Release,
any action to comply  with any  Environmental  Laws or with any  permits  issued
pursuant thereto, any inspection,  investigation, study, monitoring, assessment,
audit,  sampling and testing,  laboratory or other  analysis,  or any evaluation
relating to any Hazardous  Materials,  including,  without limitation,  all acts
necessary to clean and disinfect any portions of any of the Premises affected by
Toxic  Mold and to  eliminate  the  sources  of  Toxic  Mold in or on any of the
Premises,  including,  without limitation,  providing any necessary moisture and
control systems at any of the Premises.

         "Restoration" has the meaning set forth in the Mortgages.

         "Securitization"  means one or more sales,  dispositions,  transfers or
assignments by Lender or any of the other Lender  Entities to a special  purpose
corporation,  trust or other  entity  identified  by  Lender or any of the other
Lender  Entities of notes  evidencing  obligations to repay secured or unsecured
loans owned by Lender or any of the other Lender  Entities  (and,  to the extent
applicable, the subsequent sale, transfer or assignment of such notes to another
special purpose  corporation,  trust or other entity identified by Lender or any
of the other Lender Entities), and the issuance of bonds, certificates, notes or
other  instruments  evidencing  interests  in pools of such  loans,  whether  in
connection  with  a  permanent  asset  securitization  or a  sale  of  loans  in
anticipation of a permanent asset  securitization.  Each Securitization shall be
undertaken  in  accordance  with all  requirements  which may be  imposed by the
investors  or the  rating  agencies  involved  in each such  sale,  disposition,
transfer or assignment or which may be imposed by applicable securities,  tax or
other laws or regulations.

         "Substitute Documents" has the meaning set forth in Section 11.

         "Substitute  Premises"  means  one  or  more  parcels  of  real  estate
substituted  for a Premises in accordance  with the  requirements of Section 11,
together with all rights,  privileges and appurtenances associated therewith and
all  buildings,  fixtures and other  improvements,  equipment,  trade  fixtures,
appliances and other personal  property  located thereon (whether or not affixed
to such real estate). For purposes of clarity, where two or more parcels of real
estate  comprise a  Substitute  Premises,  such  parcels or  interests  shall be
aggregated and deemed to constitute the Substitute  Premises for all purposes of
this Agreement.

         "Threatened Release" means a substantial  likelihood of a Release which
requires  action to  prevent or  mitigate  damage to the soil,  surface  waters,
groundwaters,  land, stream sediments, surface or subsurface strata, ambient air
or any other environmental  medium comprising or surrounding any of the Premises
which may result from such Release.

         "Title Company" means Lawyers Title Insurance Corporation.

         "Toxic  Mold" means any toxic mold or fungus of a type which would pose
a risk to human health or the environment or would  negatively  impact the value
of any of the Premises.

         "Transfer" means one or more sales,  transfers or assignments by Lender
or any of the  other  Lender  Entities  to a third  party  of  notes  evidencing
obligations  to repay  secured or unsecured  loans owned by Lender or any of the
other Lender Entities or any or all servicing rights with respect thereto.

                                       6
<PAGE>

         "UCC-1 Financing  Statements" means such UCC-1 Financing  Statements as
Lender  shall  file  with  respect  to the  transactions  contemplated  by  this
Agreement.

         "U.S.  Publicly-Traded Entity" is an Entity whose securities are listed
on a national  securities exchange or quoted on an automated quotation system in
the U.S. or a wholly-owned subsidiary of such an Entity.

         2.  Transaction;  Reduced Term Option.  (a) On the terms and subject to
the conditions set forth in the Loan Documents, Lender shall make the Loans. The
Loans will be  evidenced  by the Notes and  secured by the  Mortgages.  Borrower
shall repay the outstanding principal amount of the Loans together with interest
thereon in the manner and in  accordance  with the terms and  conditions  of the
Notes  and the  other  Loan  Documents.  The  aggregate  Loan  Amount  shall  be
$7,378,000.00, allocated among the Premises as set forth on the attached Exhibit
A. The Loans shall be advanced at the Closing in cash or  otherwise  immediately
available  funds  subject to any  prorations  and  adjustments  required by this
Agreement. The Premises shall be leased to the Lessee pursuant to the Lease and,
at Closing, Borrower shall assign the Lease to Lender pursuant to the Mortgages.

         (b) Notwithstanding  anything to the contrary contained in the Notes or
any of the other Loan Documents, Lender shall have the option (the "Reduced Term
Option"),  at any time prior to December 31, 2003 and upon not less than 15 days
prior notice to Borrower, to shorten the term of the Notes to a maturity date of
either January 1, 2008 or January 1, 2013 (the "Reduced Term"), without changing
any of the debt  service  payments  due  prior to such  revised  maturity  date.
Borrower  hereby  acknowledges  that,  if the Reduced Term Option is  exercised,
unless the Notes are prepaid in  accordance  with the terms and  conditions  set
forth  therein,  on the maturity  date thereof a major  portion of the principal
amount of the Notes will not have been paid  through  the  monthly  installments
therein  provided  for,  and that such unpaid  balance  will then become due and
payable as a balloon  payment.  If Lender  exercises  the Reduced  Term  Option,
Borrower  shall  execute  such  amendments  to the Notes or amended and restated
Notes as Lender may  reasonably  request to  effectuate  the  Reduced  Term.  If
Borrower shall fail to execute and deliver any of the documents  contemplated by
the preceding  sentence  within ten (10) days after Lender's  request,  (i) such
failure shall be deemed to be an Event of Default under this Agreement, and (ii)
Lender   shall  be  and  is   hereby   irrevocably   appointed   the  agent  and
attorney-in-fact  of  Borrower  to execute and  deliver  such  documents,  which
appointment is coupled with an interest and is irrevocable and binding.

         3. Escrow Agent. Borrower and Lender hereby employ Title Company to act
as escrow agent in connection with the transactions  described in this Agreement
and the  Equipment  Loan  Agreement.  Borrower  and Lender will deliver to Title
Company all documents,  pay to Title Company all sums and do or cause to be done
all other things  necessary or required by this Agreement and the Equipment Loan
Agreement,  in the reasonable judgment of Title Company, to enable Title Company
to comply herewith and to enable any title insurance  policy provided for herein
to be issued.  Title Company shall not cause the transaction to close unless and
until it has received  written  instructions  from Lender and Borrower to do so.
Title  Company is  authorized  to pay, from any funds held by it for Lender's or
Borrower's  respective  credit all amounts  necessary to procure the delivery of
such  documents  and to pay, on behalf of Lender and  Borrower,  all charges and
obligations payable by them, respectively. Borrower will pay all charges payable
by  it to  Title  Company.  Title  Company  is  authorized,  in  the  event  any
conflicting  demand is made upon it concerning these instructions or the escrow,
at its election, to hold any documents and/or funds deposited hereunder until an
action shall be brought in a court of competent  jurisdiction  to determine  the
rights of Borrower and Lender or to interplead such documents and/or funds in an
action brought in any such court. Deposit by Title Company of such documents and
funds,  after  deducting  therefrom its charges and its expenses and  attorneys'
fees  incurred in  connection  with any such court  action,  shall relieve Title
Company of all further  liability  and  responsibility  for such  documents  and
funds.  Title  Company's  receipt  of this  Agreement  and  opening of an escrow
pursuant to this Agreement shall be deemed to constitute  conclusive evidence of
Title  Company's  agreement  to be bound by the  terms  and  conditions  of this
Agreement  pertaining to Title Company.  Disbursement of any funds shall be made
by check,  certified check or wire transfer, as directed by Borrower and Lender.
Title Company shall be under no obligation to disburse any funds  represented by
check or draft,  and no check or draft  shall be  payment  to Title  Company  in
compliance with any of the requirements  hereof, until it is advised by the bank
in which  such  check or draft is  deposited  that such  check or draft has been
honored.  Title Company is authorized to act upon any statement furnished by the
holder or payee,  or a collection  agent for the holder or payee, of any lien on
or charge or assessment in connection  with the Premises,  concerning the amount
of such  charge or  assessment  or the  amount  secured  by such  lien,  without
liability or responsibility  for the accuracy of

                                       7
<PAGE>

such statement. The employment of Title Company as escrow agent shall not affect
any rights of subrogation  under the terms of any title insurance  policy issued
pursuant to the provisions thereof.

         4. Closing  Conditions.  The  obligation  of Lender to  consummate  the
transaction  contemplated  by this  Agreement is subject to the  fulfillment  or
waiver of each of the following conditions:

         A. Title Insurance Commitments.  Lender shall have received for each of
the Premises a  preliminary  title report and  irrevocable  commitment to insure
title  in the  amount  of the  Loan  relating  to such  Premises,  by means of a
mortgagee's,   ALTA  extended   coverage  policy  of  title  insurance  (or  its
equivalent,  in the event such form is not issued in the jurisdiction  where the
Premises is located) issued by Title Company  showing  Borrower vested with good
and  marketable  fee  title  in the  real  property  comprising  such  Premises,
committing to insure Lender's first priority lien upon and security  interest in
such real property  subject only to Permitted  Exceptions,  and containing  such
endorsements as Lender may require.

         B. Survey.  Lender shall have received a current ALTA survey of each of
the  Premises  or its  equivalent,  the form  and  substance  of which  shall be
satisfactory to Lender in its reasonable discretion.  Lender shall have obtained
a flood certificate  indicating that the location of each of the Premises is not
within the 100-year  flood plain or identified as a special flood hazard area as
defined by the Federal  Emergency  Management  Agency,  or if any Premises is in
such a flood plain or special  flood hazard area,  Borrower  shall have provided
Lender with evidence of flood  insurance  maintained on such Premises in amounts
and on terms and conditions reasonably satisfactory to Lender.

         C.  Environmental.  Lender shall have completed such  environmental due
diligence of each of the Premises as it deems necessary or advisable in its sole
discretion,  including,  without limitation,  receiving an Environmental  Policy
with  respect to each of the  Premises,  and  Lender  shall  have  approved  the
environmental condition of each of the Premises in its sole discretion.

         D. Compliance With  Representations,  Warranties and Covenants.  All of
the representations and warranties set forth in Section 5 shall be true, correct
and complete as of the Closing Date,  and Borrower  shall be in compliance  with
each of the  covenants  set forth in Section 6 as of the Closing  Date. No event
shall have  occurred or  condition  shall exist or  information  shall have been
disclosed  by  Borrower  or  discovered  by  Lender  which  has had or  would be
reasonably likely to have a material adverse effect on the Premises,  any of the
Borrower  Parties or Lessee  Parties or Lender's  willingness  to consummate the
transaction  contemplated by this Agreement, as determined by Lender in its sole
and absolute discretion.

         E.  Proof  of  Insurance.  Borrower  shall  have  delivered  to  Lender
certificates  of  insurance  and copies of insurance  policies  showing that all
insurance  required by the Loan  Documents  and  providing  coverage  and limits
satisfactory to Lender are in full force and effect.

         F. Legal  Opinions.  Borrower shall have delivered to Lender such legal
opinions as Lender may reasonably  require all in form and substance  reasonably
satisfactory to Lender and its counsel.

         G. Fee and Closing  Costs.  Borrower  shall have paid the Fee to Lender
and shall have paid all costs of the  transactions  described in this Agreement,
including,  without  limitation,  the cost of title  insurance  premiums and all
endorsements  required by Lender,  survey  charges,  UCC and  litigation  search
charges,  the  attorneys'  fees of  Borrower,  reasonable  attorneys'  fees  and
expenses  of Lender,  the cost of the  environmental  due  diligence  undertaken
pursuant  to  Section  4.C,  including,  without  limitation,  the  cost  of the
Environmental  Policies,  Lender's site inspection  costs and fees, stamp taxes,
mortgage taxes,  transfer fees, escrow, filing and recording fees and UCC filing
and recording  fees  (including  preparation,  filing and recording fees for UCC
continuation  statements).  Borrower  shall have also paid all real and personal
property and other  applicable  taxes and assessments and other charges relating
to the  Premises  which are due and payable on or prior to the  Closing  Date as
well as taxes and assessments due and payable subsequent to the Closing Date but
which  Title  Company  requires  to be paid at  Closing  as a  condition  to the
issuance of the title insurance policy described in Section 4.A.

                                       8
<PAGE>

         H. Closing of Equipment Loan Agreement, Related Loan Agreement, Related
Equipment Loan  Agreement.  All of the  transactions  described in the Equipment
Loan  Agreement,  Related Loan  Agreement and Related  Equipment  Loan Agreement
shall have closed prior to or concurrently  with the Closing of the transactions
described in this Agreement.

         I. Lease and  Memoranda.  Borrower and Lessee  shall have  executed and
delivered the Lease and a memorandum of master lease in recordable form for each
of the Premises (the "Memorandum"). The Lease and the Memoranda shall be in form
and substance reasonably satisfactory to Lender.

         J. Closing  Documents.  At or prior to the Closing Date,  Lender and/or
the Borrower Parties,  as may be appropriate,  shall have executed and delivered
or shall have caused to be executed and  delivered  to Lender,  or as Lender may
otherwise  direct,  the Loan  Documents  and  such  other  documents,  payments,
instruments  and  certificates,  as Lender  may  require in form  acceptable  to
Lender.

         Upon fulfillment or waiver of all of the above conditions, Lender shall
deposit  funds  necessary to close this  transaction  with the Title Company and
this transaction shall close in accordance with the terms and conditions of this
Agreement.

         5. Representations and Warranties of Borrower.  The representations and
warranties  of Borrower  contained in this Section are being made by Borrower as
of the Closing Date to induce Lender to enter into this Agreement and consummate
the  transactions  contemplated  herein and shall survive the Closing.  Borrower
represents and warrants to Lender (and Environmental Insurer solely with respect
to Section 5.K) as follows:

         A.  Financial  Information.  Borrower has  delivered to Lender  certain
financial  statements and other  information  concerning the Borrower Parties in
connection with the transaction described in this Agreement  (collectively,  the
"Financial  Information").  The  Financial  Information  is  true,  correct  and
complete  in all  material  respects;  there  have  been  no  amendments  to the
Financial  Information since the date such Financial Information was prepared or
delivered  to Lender.  Borrower  understands  that  Lender is  relying  upon the
Financial  Information and Borrower represents that such reliance is reasonable.
All financial statements included in the Financial  Information were prepared in
accordance  with  GAAP  and  fairly  present  as of the  date of such  financial
statements  the financial  condition of each  individual or entity to which they
pertain.  No change has occurred with respect to the financial  condition of any
of the  Borrower  Parties  and/or the  Premises as  reflected  in the  Financial
Information  which has not been  disclosed  in writing to Lender or has had,  or
could reasonably be expected to result in, a Material Adverse Effect.

         B. Organization and Authority. Each of the Borrower Parties (other than
individuals),  as applicable,  is duly organized or formed, validly existing and
in good  standing  under the laws of its state of  incorporation  or  formation.
Borrower is qualified as a foreign corporation, partnership or limited liability
company,  as  applicable,  to do business in each state where the  Premises  are
located, and each of the Borrower Parties is qualified as a foreign corporation,
partnership or limited liability company,  as applicable,  to do business in any
other  jurisdiction  where the  failure  to be  qualified  would  reasonably  be
expected to result in a Material  Adverse Effect.  All necessary action has been
taken to  authorize  the  execution,  delivery and  performance  by the Borrower
Parties of this Agreement and the other Loan  Documents.  The person(s) who have
executed  this  Agreement  on behalf of Borrower are duly  authorized  so to do.
Borrower is not a "foreign corporation", "foreign partnership", "foreign trust",
"foreign estate" or "foreign person" (as those terms are defined by the Internal
Revenue Code of 1986, as amended).  Borrower's U.S.  Federal Tax  Identification
number,  Organization  Identification number and principal place of business are
correctly  set  forth  on the  signature  page  of this  Agreement.  None of the
Borrower Parties,  and no individual or entity owning directly or indirectly any
interest  in any of the  Borrower  Parties,  is an  individual  or entity  whose
property or interests  are subject to being  blocked  under any of the OFAC Laws
and  Regulations  or is  otherwise  in  violation  of any of the  OFAC  Laws and
Regulations;  provided,  however, the representation  contained in this sentence
shall not apply to any  Person to the extent  such  Person's  interest  is in or
through a U.S. Publicly-Traded Entity.

         C. Enforceability of Documents. Upon execution by the Borrower Parties,
this Agreement and the other Loan Documents  shall  constitute the legal,  valid
and binding  obligations  of the  Borrower  Parties,  respectively,  enforceable
against the Borrower Parties in accordance with their respective  terms,  except
as such  enforceability

                                       9
<PAGE>

may be limited by applicable bankruptcy, insolvency, liquidation, reorganization
and  other  laws  affecting  the  rights  of  creditors  generally  and  general
principles of equity.

         D.   Litigation.   There  are  no  suits,   actions,   proceedings   or
investigations  pending, or to the best of its knowledge,  threatened against or
involving the Borrower  Parties or any of the Premises  before any arbitrator or
Governmental  Authority,   except  for  such  suits,  actions,   proceedings  or
investigations which,  individually or in the aggregate, have not had, and would
not reasonably be expected to result in, a Material Adverse Effect.

         E. Absence of Breaches or Defaults.  The Borrower  Parties are not, and
the authorization, execution, delivery and performance of this Agreement and the
other Loan Documents  will not result,  in any breach or default under any other
document,  instrument  or agreement  to which any of the  Borrower  Parties is a
party or by which any of the Borrower Parties, any of the Premises or any of the
property  of any of the  Borrower  Parties is subject or bound,  except for such
breaches or defaults which,  individually or in the aggregate, have not had, and
would not reasonably be expected to result in, a Material  Adverse  Effect.  The
authorization,  execution,  delivery and  performance  of this Agreement and the
other Loan Documents will not violate any applicable law,  statute,  regulation,
rule,  ordinance,  code, rule or order.  None of the Premises are subject to any
right of first  refusal,  right of first  offer or option to  purchase  or lease
granted to a third party (other than the Lease).

         F. Utilities.  Adequate  public  utilities are available at each of the
Premises to permit  utilization  of each of the Premises as a Permitted  Concept
and all  utility  connection  fees and use  charges  will have been paid in full
prior to delinquency.

         G. Zoning;  Compliance With Laws. Each of the Premises is in compliance
with all applicable zoning requirements,  and the use of each of the Premises as
a Permitted  Concept does not constitute a  nonconforming  use under  applicable
zoning  requirements.  The Borrower  Parties and the Premises are in  compliance
with all Applicable Regulations except for such noncompliance which has not had,
and would not reasonably be expected to result in, a Material Adverse Effect.

         H. Area  Development;  Wetlands.  No  condemnation  or  eminent  domain
proceedings affecting any of the Premises have been commenced or, to the best of
Borrower's knowledge, are contemplated. None of the Premises and, to the best of
Borrower's  knowledge,  none of the real property  bordering any of the Premises
are designated by any Governmental Authority as a wetlands.

         I.  Licenses and Permits;  Access.  All required  licenses and permits,
both  governmental  and  private,  to use and operate  each of the Premises as a
Permitted  Concept are in full force and effect,  except for such  licenses  and
permits the failure of which to obtain has not had, and would not  reasonably be
expected to result in, a Material  Adverse Effect.  Adequate rights of access to
public roads and ways are  available  to each of the  Premises for  unrestricted
ingress and egress and otherwise to permit  utilization  of each of the Premises
for  their  intended  purposes,  and all such  public  roads  and ways have been
completed and dedicated to public use.

         J. Condition of Premises. Each of the Premises,  including the Personal
Property, is in good condition and repair and well maintained, ordinary wear and
tear excepted,  fully equipped and  operational,  free from structural  defects,
safe and properly lighted.

         K.       Environmental.  Except as disclosed in the Questionnaires:

                  (1) None of the Premises  nor any of the Borrower  Parties are
         in violation  of, or subject to, any pending or, to  Borrower's  actual
         knowledge,  threatened  investigation  or inquiry  by any  Governmental
         Authority or to any remedial  obligations under any Environmental Laws,
         and this  representation  and  warranty  would  continue to be true and
         correct following disclosure to the applicable Governmental Authorities
         of all relevant facts, conditions and circumstances, if any, pertaining
         to any of the Premises;

                  (2) All permits,  licenses or similar authorizations  required
         to  construct,  occupy,  operate  or use any  buildings,  improvements,
         fixtures and equipment  forming a part of any of the Premises by reason
         of any Environmental Laws have been obtained;

                                       10
<PAGE>

                  (3)  No   Hazardous   Materials   have  been  used,   handled,
         manufactured,   generated,   produced,   stored,  treated,   processed,
         transferred,  disposed of or otherwise  Released in, on, under, from or
         about any of the Premises, except in Permitted Amounts;

                  (4) None of the Premises contain Hazardous  Materials,  except
         in Permitted Amounts;

                  (5) There is no threat of any Release  migrating to any of the
         Premises in excess of Permitted Amounts;

                  (6)  There  is  no  past  or   present   non-compliance   with
         Environmental  Laws,  or  with  permits  issued  pursuant  thereto,  in
         connection with any of the Premises;

                  (7) None of the  Borrower  Parties has received any written or
         oral notice or other communication from any person or entity (including
         but not limited to a  Governmental  Authority)  relating  to  Hazardous
         Materials or  Remediation  thereof in excess of Permitted  Amounts,  of
         possible   liability   of  any  person  or  entity   pursuant   to  any
         Environmental  Law, other  environmental  conditions in connection with
         any of the  Premises,  or any  actual or  potential  administrative  or
         judicial proceedings in connection with any of the foregoing;

                  (8) All  information  known to any of the Borrower  Parties or
         contained in the files of any of the Borrower  Parties  relating to any
         Environmental  Condition  or Releases of  Hazardous  Materials  in, on,
         under or from any of the Premises, other than in Permitted Amounts, has
         been provided to Lender,  including,  without  limitation,  information
         relating to all prior Remediation;

                  (9) All of the  Premises  have been kept free and clear of all
         liens and other encumbrances  imposed pursuant to any Environmental Law
         (the  "Environmental  Liens");  and none of the  Borrower  Parties  has
         allowed  any tenant or other user of any of the  Premises to do any act
         that   materially   increased  the  dangers  to  human  health  or  the
         environment, posed an unreasonable risk of harm to any person or entity
         (whether on or off any of the  Premises),  impaired the value of any of
         the Premises in any material respect, is contrary to any requirement of
         any  insurer,  constituted  a public or private  nuisance,  constituted
         waste,  or violated  any  covenant,  condition,  agreement  or easement
         applicable to any of the Premises; and

                  (10) The information and disclosures in the Questionnaires are
         true, correct and complete in all material respects,  and the person or
         persons executing the Questionnaires were duly authorized to do so.

         Lender  has  charged  Borrower  a fee for the  Environmental  Policies.
Borrower  acknowledges  that  the  Environmental   Policies  are  for  the  sole
protection of Lender and will not protect  Borrower or provide Borrower with any
coverage thereunder. Borrower acknowledges and agrees that Environmental Insurer
may rely on the environmental  representations  and warranties set forth in this
subsection K, that Environmental Insurer is an intended third-party  beneficiary
of such representations and warranties and that Environmental Insurer shall have
all rights and remedies available at law or in equity as a result of a breach of
such representations and warranties,  including,  to the extent applicable,  the
right of subrogation.

         L.  Title to  Premises;  First  Priority  Lien.  Fee  title to the real
property  comprising each of the Premises is vested in Borrower,  free and clear
of all  liens,  encumbrances,  charges  and  security  interests  of any  nature
whatsoever,  except  the  Permitted  Exceptions.  Borrower  is the  owner of all
Personal  Property,  free and  clear of all  liens,  encumbrances,  charges  and
security interests of any nature  whatsoever,  and no Affiliate of Borrower owns
any of the Personal Property.  Upon Closing,  Lender shall have a first priority
lien  upon  and  security  interest  in each  of the  Premises  pursuant  to the
Mortgages and the UCC-1 Financing Statements.

         M. No Mechanics'  Liens.  There are no delinquent  accounts  payable or
mechanics'  liens in favor of any materialman,  laborer,  or any other person or
entity in  connection  with labor or materials  furnished to or performed on any
portion of the  Premises;  and no work has been  performed or is in progress nor
have materials been supplied to the Premises or agreements entered into for work
to be performed  or  materials to be supplied to the Premises  prior to the date
hereof, which will be