Exhibit 99.1**AGREEMENT OF SALE**THIS AGREEMENT OF SALE (**“Agreement"**) is dated as of the “Effective Date” (defined below) between**Millco Acquisition Company LLC**, of 19 S. LaSalle St., Ste. 1000, Chicago, IL 60603 (**“Purchaser"**),and **Captec Franchise Capital Partners, LP IV**, a Delaware limited partnership, of 24 Frank LloydWright Drive, Lobby L, Fourth Floor, Ann Arbor, Michigan 48105 (**“Seller"**).RECITALS:     Seller is the owner of certain real property and improvements located at the address set forthin the Fundamental Sale Provisions below.     Purchaser desires to purchase, and Seller is willing to sell the real property andimprovements upon the terms and conditions set out below.     In consideration of the terms, covenants and conditions set forth in this Agreement, Sellerand Purchaser agree as follows:     1. **Fundamental Sale Provisions**. Unless otherwise defined herein, capitalized termsused in this Agreement shall have the meanings listed in the following Fundamental Sale Provisions.   Land: That certain real property commonly known as an Arby’s located at 18767 Northline, Southgate, MI and moreparticularly described in the attached Exhibit “A”(**“Land"**).   Leases: That certain Lease, dated August 4, 1998, as amended, (**“Real Estate Lease"**), between Captec Net LeaseRealty, Inc. (and subsequently assigned to Seller), as landlord, and RTM, Inc. (and subsequently assignedto Sybra, Inc.), as tenant (**“Tenant"**) and guaranteed by ICH Corporation (**“Guarantor"**) pursuant to thatcertain Guaranty, dated April, 2001 (**“Guaranty"**).   Deposit: $25,000, payable as set forth in Section 3 below.   Subject State: Michigan   Purchase Price: $1,000,000, payable as set forth in Section 3 below.   Title Company: Lawyer’s Title Insurance Corporation  140 E. 45th Street  New York, NY 10017  Phone: (212) 949-0100  Fax: (212) 949-2438   Inspection Period: Thirty (30) days after the Effective Date.   Closing: To occur within thirty (30) days after the expiration of the Inspection Period.   
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   Seller’s Broker: CB Richard Ellis  505 N. Brand Blvd., #100  Glendale, CA 91203  Attn: Sterling Champ   Purchaser’s Broker: Robert Miller  Millco Investments Co.  19 S. LaSalle St., Ste. 1000  Chicago, IL 60603   Effective Date: The date that the last of the parties signing this Agreement executes the same and delivers a fullyexecuted copy to the other party.     2. **Agreement to Sell and Convey**. Seller hereby agrees to sell and convey toPurchaser, and Purchaser hereby agrees to purchase from Seller, subject to the terms and conditionshereinafter set forth, all of Seller’s right, title and interest in and to the Property (ashereinafter defined), together with all of Seller’s right, title and interest, if any, in and to:          (a) all buildings, structures, and improvements on the Land (the **“Improvements"**; together withthe Land, the **“Project"**);          (b) all of the easements benefiting, and rights of access appurtenant to, the Land;          (c) all and singular, the rights and appurtenances pertaining to the Land, including anyadjacent streets, roads, alleys, accesses, and rights-of-way; and          (d) the Lease together with all prepaid rentals (to the extent applicable) to a period beyondthe date of Closing, if any.Each of the foregoing shall be hereinafter individually referred to as a **“Property”**or collectivelyas the **“Properties"**.     3. **Purchase Price; Deposit**. The Purchase Price shall be payable as follows:          (a) Deposit. Within one (1) business day of the Effective Date, Purchaser shalldeposit in escrow with the Title Company, the Deposit pursuant to the terms of the Earnest MoneyEscrow Agreement set forth on attached and incorporated Exhibit “F”, which sum shall beheld in accordance with the terms of this Agreement and applied to the Purchase Price at Closing ifthe transaction is consummated. Upon the expiration of the Inspection Period, assuming Purchaserhas not otherwise elected to terminate this Agreement the Deposit shall be deemed non-refundablebut for Seller’s default.          (b) Balance of Purchase Price. Upon Closing, the balance of the Purchase Price shallbe paid, plus or minus closing adjustments, as the case may be, less the Deposit, to Seller(through a closing escrow with the Title Company) by wire transfer of immediately available U.S.funds in accordance with wire transfer instructions to be provided by or on behalf of Seller on orprior to the Closing in exchange for a deed in form required by the jurisdictions in which theProperties are located whereby Seller only warrants against its own acts and/or omissionssubstantially in the form set forth as Exhibit “B” attached hereto (collectively the**“Deed"**), conveying title to Purchaser subject to the
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Permitted Exceptions (as defined herein), and such other exceptions to title which aredisclosed in the Title Commitment (defined below) and to which Purchaser consents in writing orwaives its objection thereto pursuant to this Agreement.     4. **Due Diligence Items**. Within five (5) days of the Effective Date, and at its solecost and expense, Seller shall furnish or cause the Broker to furnish to Purchaser the followingitems (collectively, the **“Due Diligence Items"**):          (a) a copy of a preliminary commitment for an owner’s policy of title insurance on theProject. Seller shall provide a commitment for an owner’s policy of title insurance on the Project(the **“Title Commitment"**), which shall (i) be issued by Title Company without so called “StandardExceptions”, (ii) show the state and quality of title to the Property together with all liens,encumbrances and other charges and items affecting the Property; and (iii) be accompanied bylegible copies of all documents referenced in the Title Commitment. As a condition of andconcurrently with the Closing, at Seller’s sole cost and expense, the Title Commitment shall belater dated to cover the Closing, and the Title Company shall deliver to Purchaser an owner’s titleinsurance policy (or mark-up of the Title Commitment) in the amount of the Purchase Price, subjectto the Permitted Exceptions (the **“Title Policy"**), insuring Purchaser’s fee interest in and to theProperty and containing the “Required Endorsements” (defined below). “**Required Endorsements**” meansaccess, survey, tax parcel, contiguity (where relevant), 3.1 with parking, subdivision and owner’scomprehensive. The Required Endorsements and other endorsement requirements requested by Purchaser(other than extended coverage and any endorsements by which Seller is curing Title Defects or NewDefects pursuant to Section 5) shall be paid for solely by Purchaser;          (b) a copy of the existing, executed ALTA as-built survey of the Land dated November 8, 2005and prepared by The Matthews Company, Inc. (the **“Survey"**);          (c) a copy of all the most recent two (2) years gross sales report, if any, inSeller’s possession;          (d) a copy of the existing “Phase I” environmental assessment of the Project, in Seller’spossession; and          (e) a copy of the Lease.     Seller will deliver, along with what it believes to be the last of the Due Diligence Items, aletter confirming such last delivery, which letter must contain a signature block for Purchaser toacknowledge, if it agrees, its receipt of the last of the Due Diligence Items. Purchaser agrees toreturn the executed acknowledgment to Seller within five (5) business days after receipt or notifySeller in writing as to the specific Due Diligence Item not yet received. Purchaser’s failure toreturn the executed acknowledgement or specify the missing Due Diligence Item within said5-business day period shall be deemed as Purchaser’s agreement that it has received all of the DueDiligence Items.          Purchaser acknowledges and agrees that except for such items which are in the public records,the Due Diligence Items are proprietary and confidential in nature and have been or will be madeavailable to Purchaser solely to assist Purchaser in determining the feasibility of purchasing theProperty. Purchaser agrees not to disclose the Due Diligence Items or any of the provisions, termsor conditions thereof to any party outside of Purchaser’s organization except: (i) to Purchaser’saccountants, attorneys, lenders, prospective lenders, investors and/or prospective investors(collectively, the **“Permitted Outside Parties"**) in connection with the transactions contemplated bythis Agreement, or (ii) as may be required by law. In permitting Purchaser and the PermittedOutside Parties to review the Due Diligence Items to
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assist Purchaser, Seller has not waived any privilege or claim of confidentiality with respectthereto and no third party benefits of any kind, either expressed or implied, have been offered,intended or created by Seller and any such claims are expressly rejected by Seller and waived byPurchaser.          Purchaser shall return to Seller all of the Due Diligence Items and any and all copiesPurchaser has made of the Due Diligence Items at such time as this Agreement is terminated for anyreason other than Seller’s default. In the event this Agreement is terminated as a result ofSeller’s default, Purchaser shall return all the Due Diligence Items and any and all copiesPurchaser has made of the Due Diligence Items, except for copies of such Due Diligence Items thatare directly related to or evidence such Seller default. Purchaser’s obligations under thisSection 4 shall survive the termination of this Agreement.          Purchaser acknowledges that most of the Due Diligence Items were prepared by third partiesother than Seller and in most instances, were prepared prior to Seller’s ownership of the Property.Purchaser further acknowledges and agrees that except as specifically set forth herein: (i)neither Seller nor any of its partners, agents, employees or contractors have made any warranty orrepresentation regarding the truth, accuracy or completeness of the Due Diligence Items or thesources thereof and Purchaser has not relied on the truth or completeness of the Due DiligenceItems and (ii) Seller has not undertaken any independent investigation as to the truth, accuracyand completeness of the Due Diligence Items and is providing the Due Diligence Items or making theDue Diligence Items available to Purchaser solely as an accommodation to Purchaser.     5. **Conditions to Purchaser’s Obligations**.          (a) During, but in no event later than the expiration of, the Inspection Period, Purchasershall give Seller written notice indicating whether the Due Diligence Items, the condition of theProperty, or title thereto is unsatisfactory and specifying any matters disclosed therein which arenot satisfactory or to which Purchaser otherwise objects (the **"****Objection Notice****"**). In theevent Seller fails to receive the Objection Notice timely, Purchaser shall be deemed to haveaccepted the condition of the Property as disclosed in the Due Diligence Items, at which time,Purchaser’s Deposit shall become non-refundable but for Seller’s default, and except as otherwiseprovided in this Agreement. Notwithstanding the foregoing, Purchaser shall not be required toobject to, nor shall the foregoing waiver apply to, any delinquent real estate taxes, specialassessments or other payments due with respect to the Property (except to the extent payable by theTenant under the Lease) any recorded loan documents in favor of Seller’s mortgagee, or anyfinancing statements recorded against the Property.          (b) In the event that Purchaser indicates in the Objection Notice that (i) the Property or theDue Diligence Items are not satisfactory in any material respect, or (ii) Purchaser discovers andinforms Seller in writing of or Seller informs Purchaser of any condition in the Title Commitmentor Survey to which Purchaser objects (**“Title Defect"**), Seller may promptly undertake to cure theitems specified in the Objection Notice or eliminate any such Title Defect to the reasonablesatisfaction of Purchaser and/or, to the extent possible, cause the Title Company to insure overany of such items or Title Defect to the satisfaction of Purchaser and accordingly modify the TitleCommitment. In the event Seller elects not to effect such cure or is either unable to do so or havethe Title Company so insure over Purchaser’s objections within ten (10) days after receipt bySeller of the Objection Notice, Purchaser may, at its option, (1) waive any of its objections setforth in the Objection Notice, without any adjustment in the Purchase Price, or (2) terminate thisAgreement, in either event by giving prompt written notice thereof to Seller. In the eventPurchaser elects to terminate this Agreement, the Deposit shall be returned to Purchaser andneither Seller nor Purchaser shall have any further obligations under this Agreement, except asexpressly set forth herein. Notwithstanding the foregoing terms of this Section to the contrary,Seller must cure any and all Title Defects pertaining to liens or encumbrances of a definite or
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ascertainable monetary amount but in no event greater than $50,000.00, in the aggregate, whichmay be removed by the payment of money by Seller at the time of Closing.          (c) If any new Title Defect (**“New Defect"**) arises or is first disclosed after theissuance of the initial Title Commitment or is revealed by any update to the Survey and was notshown on the existing Survey, Seller will use commercially reasonable efforts to cure and remove(or procure title insurance over to the extent reasonably satisfactory to Purchaser) such NewDefect. If Seller is unable to cure and remove (or procure title insurance over to the extentreasonably satisfactory to Purchaser) the New Defect by the Closing (which Seller may extend by upto ten (10) business days in order to cure and remove (or procure title insurance over to theextent reasonably satisfactory to Purchaser) the same), Purchaser may: (i) waive the New Defect inwriting and accept such title as Seller is able to convey, without recourse against Seller at law,in equity or otherwise, and without any reduction in the Purchase Price; or (ii) terminate thisAgreement by delivering notice to Seller of such termination on or before the Closing Date. If thisAgreement is terminated as a result of any New Defect, the Deposit will be returned to Purchaserand neither party will have any further liabilities or obligations pursuant to this Agreementexcept those liabilities or obligations that expressly survive termination of this Agreement;provided, however, that if such New Defect was caused by the intentional acts or omissions ofSeller, Purchaser may treat the same as a breach of this Agreement and pursue the remediesavailable under this Agreement.          (d) Upon expiration or waiver of the Inspection Period set forth above, Seller will make a onetime request from Tenant for a current estoppel certificate in the form set forth on attached andincorporated Exhibit “G” and a subordination, non-disturbance and attornment agreement(**“SNDA”**) in the form contemplated by the Lease. Notwithstanding anything contained herein to thecontrary, in the event Tenant fails to provide the estoppel certificate and/or SNDA required by theLease or alleges that there are outstanding material events of default under the Lease which cannotbe resolved to Purchaser’s reasonable satisfaction by the Closing Date, then in that eventPurchaser’s sole remedy shall be to terminate this Agreement and receive the prompt return of itsDeposit. However, if the outstanding event of default was caused by Seller, then Seller must remedysuch default to Tenant’s satisfaction prior to the Closing Date and provide Purchaser with arevised estoppel letter reflecting no such defaults caused by Seller.     6. **Permitted Exceptions**. Seller shall convey the Property to Purchaser subject to alien for taxes not yet due and payable, any easements, liens, exceptions, and other encumbrancesnoted in the Title Commitment, which Purchaser consents to or waives its objections to, the Survey,and the Lease (the **“Permitted Exceptions"**).     7. **Representations and Warranties of Seller**. Seller represents and warrants toPurchaser as to the following matters, each of which is true and correct as of the Effective Date,and each of which shall be true and correct as of the date of Closing. As used in this Section,the phrase “to Seller’s knowledge” means Seller’s actual knowledge, without duty of inquiry.          (a) Seller is duly formed in the State of Delaware and has obtained all necessary consents andapprovals required by its formation documents for the execution of this Agreement and theperformance of its obligations arising hereunder;          (b) Seller has received no written notice from any governmental agency alleging a violation ofany statute, ordinance, regulation or code with respect to the Property which violation has notbeen cured;
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          (c) There are no pending nor, to Seller’s knowledge, threatened matters of litigation,administrative action or examination, claim or demand relating to the Property or Seller’s interestin the Property;          (d) There is no pending nor, to Seller’s knowledge, contemplated or threatened eminent domain,condemnation or other governmental taking or proceeding relating to the Property or any partthereof;          (e) Seller is not a foreign person or entity under the Foreign Investment in Real Property TaxAct of 1980, as amended, and no taxes or withholding under the such act shall be assessed againstor imposed upon Purchaser in connection with the transaction contemplated by this Agreement;          (f) Seller is not a party to any contract, agreement or commitment to sell, convey, assign,transfer, provide rights of first refusal or other similar rights or otherwise dispose of anyportion or portions of the Property;          (g) To the Seller’s knowledge (i) the Lease is in full force and effect and has not beenmodified; (ii) Tenant has not prepaid any rent or other charges under the Lease, (iii) the Lease isfree from default by the Seller and Tenant, (iv) Tenant is not entitled to any rebate, rentalconcession, free rent period or set off under the Lease, (v) Tenant has not asserted any claimagainst Seller or the Property which has not been fully disposed of to Tenant’s satisfaction, (vi)all brokerage commissions with respect to the Lease have been paid in full and there are nocommissions payable with respect to renewals or extensions of the Lease, and (vii) there are noobligations pertaining to the Lease which are not disclosed in the Lease; and          (h) Seller has received no written notice of any pending or threatened request, applicationsor proceedings to alter or restrict the zoning or other use restrictions or any taking,condemnation or eminent domain proceedings applicable to the Property.     Seller acknowledges and agrees that the warranties and representations set forth above shallsurvive the Closing for a period of one (1) year; provided, however, such one (1) year limitationshall not apply in the case of fraud on the part of Seller.     Seller shall deliver to Purchaser at Closing a statement certifying that the representationsand warranties set forth above are true and correct in all material respects as of the Closing withthe same effect as though made on the Closing. If, prior to the Closing, any of therepresentations or warranties made by Seller are untrue, inaccurate or incorrect in any materialrespect, Seller will give Purchaser written notice thereof within three (3) business days ofobtaining such knowledge (but, in any event, prior to the Closing). If Seller is unable orunwilling to cure such misrepresentation by the Closing Date (which Seller may extend by up to ten(10) business days for the purpose of such cure), then Purchaser, may elect to: (i) waive suchmisrepresentations or breaches of representations and warranties and consummate the purchase andsale of the Property without any reduction of or credit against the Purchase Price; or (ii)terminate this Agreement by written notice given to Seller by the Closing Date, in which event, theDeposit will be returned to Purchaser and neither party shall have any further liabilities orobligations under to this Agreement, except those liabilities or obligations that expressly survivetermination of this Agreement. Notwithstanding the foregoing terms of this subparagraph to thecontrary, if the misrepresentation or breach was caused by Seller’s intentional acts or omissionsto act or involves an inaccuracy as of the date hereof with respect to any of the representationsand warranties, Purchaser may treat the same as a breach of this Agreement and pursue the remediesavailable under this Agreement.
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     Seller hereby expressly agrees to indemnify, defend and hold harmless Purchaser, its partners,officers, directors, members, heirs, administrators, and agents and each of their respectivesuccessors and assigns (collectively, the **“Purchaser Indemnified Parties"**) harmless from any andall losses, liabilities, fines, penalties and damages, or actions or claims in respect thereof(including without limitation, amounts paid in settlement, reasonable cost of investigation,reasonable attorneys’ fees and other legal expenses and reasonable fees of other professionals)(collectively, **“Losses"**) which any of the Purchaser Indemnified Parties may suffer or sustain as aresult of the breach by Seller of any of the representations and warranties contained in thisAgreement. This indemnity shall survive the Closing for a period of one (1) year, or such longertime if Purchaser invokes such indemnity by written notice as provided herein within said 1-yearperiod.     8. **Covenants of Seller**.          (a) Actions. From and after the Effective Date and until the date of Closing, Sellershall: (i) use commercially reasonable efforts to keep (or cause to be kept) the Property fullyinsured in accordance with prudent and customary practice and as required by the Lease; (ii) notalienate, encumber or transfer (or contract to do any of the same) the Property or any part thereofin favor of or to any other person or entity unless required by law; and (iii) not amend the Leasewithout the prior written consent of Purchaser (which consent shall not be unreasonably withheld,conditioned or delayed); and          (b) Change in Status. From and after the Effective Date and until the date of Closing,Seller shall promptly give Purchaser written notice of any change in the status of title to theProperty, which either changes the nature of any Permitted Exceptions or represents an additionalencumbrance on the Property.     9. **Closing**. Seller and Purchaser shall consummate the transactions contemplated bythis Agreement at Closing through an escrow with the Title Company and pursuant to escrowinstructions acceptable to the Title Company, Seller and Purchaser. The attorneys for Seller andPurchaser are authorized to execute such letter of escrow instructions, any amendments thereto andall directions or communications thereunder.     10. **Seller’s Obligations at the Closing**. At the Closing, Seller shall:          (a) execute and deliver to Purchaser the Deed conveying the Property in the form attachedhereto as Exhibit “B”;          (b) cause the Title Company to furnish to Purchaser the Title Policy;          (c) execute and deliver to Purchaser and the Title Company a closing statement (which has beenpreviously reviewed by and consented to by Purchaser) itemizing the Purchase Price and alladjustments thereto as provided herein;          (d) execute and deliver to Purchaser an assignment of all of Seller’s right, title andinterest in and to each Lease in substantially the form attached hereto as Exhibit “C”(**“Assignment"**), together with such consents to and notices of such assignment as may be requiredunder the Lease;          (e) execute and deliver to Purchaser a Non-Foreign Persons Affidavit in the form attachedhereto as Exhibit “D”;          (f) deliver to Purchaser an original estoppel and SNDA (if any) from Tenant as required underthis Agreement;
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          (g) execute and deliver to Purchaser a “Notice to Tenant” substantially in the form attachedhereto as Exhibit “E”;          (h) execute and deliver to Purchaser such other documents or instruments as may be requiredunder this Agreement, or as otherwise required in Purchaser’s reasonable opinion to effectuate theClosing;          (i) deliver the original executed Lease;          (j) deliver to Purchaser certificates of insurance (liability and real property) (the**“Insurance Certificates"**) as required under the terms of the Lease. The Insurance Certificates mustname Purchaser (and its lender, if any) as certificate holder, additional insured andmortgagee/loss payee, as the case may be;          (k) Applicable State, County and City Transfer Tax Declarations; and          (l) Seller’s certificate remaking all representations, warranties and covenants under thisContract as of the Closing Date.     11. **Purchaser’s Obligations at Closing**. Subject to the terms, conditions, andprovisions hereof, and contemporaneously with the performance by Seller of its obligations underSection 10 above, Purchaser shall:          (a) pay Seller the Purchase Price through the closing escrow with the Title Company;          (b) execute and deliver to Seller a closing statement itemizing the Purchase Price and alladjustments thereto as provided herein;          (c) execute and deliver to Seller Purchaser’s counterpart to the Assignment; and          (d) execute and deliver to Seller such other documents or instruments as may be required underthis Agreement or as otherwise required in Seller’s reasonable opinion to effectuate the Closing.          Purchaser’s obligation to close shall be specifically contingent upon: (i) the Title Companyfurnishing to Purchaser the Title Policy; (ii) the delivery to Purchaser of the Tenant’s estoppelcertificate and the SNDA (if any); and (iii) the delivery to Purchaser of the InsuranceCertificates. Purchaser specifically acknowledges that, except as otherwise provided in thisAgreement, Seller’s failure to deliver the foregoing items shall not constitute a default by Sellerhereunder nor expose Seller to damages but, in such circumstances, Purchaser shall nonetheless beable to terminate this Agreement and receive the immediate return of its Deposit, subject to theterms and conditions of this Agreement which survive the termination of the Agreement.     12. **Closing Costs**. At the Closing, Seller shall pay: (a) 1/2 of the escrow and NY Styleclosing fees; (b) all premiums and fees related to the Title Policy; (c) State and County TransferTaxes; (d) subject to Section 21 hereof, the real estate brokerage commissions payable by reasonof the transactions contemplated by this Agreement; and (e) its own attorneys’ fees. Purchasershall be responsible for: (u) the costs and expenses of any additional endorsements and/oradditional title insurance coverage requests by Purchaser and its mortgagee’s policy of titleinsurance including any endorsements required thereto; (v) City Transfer Taxes; (w) the cost ofrecording the Deed; (x) 1/2 of the
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escrow and NY Style closing fees; (y) any other expenses, taxes and fees related toPurchaser’s Loan, if any; and (z) its own attorneys’ fees.     13. **Prorations**.          (a) Taxes. Purchaser acknowledges that the Lease obligates the Tenant to pay thetaxes directly to the taxing authority. Accordingly, the parties shall not prorate taxes betweenPurchaser and Seller, it being acknowledged that Tenant shall be responsible for same. In no eventshall Seller be responsible for the payment of any real estate taxes and/or assessments applicableduring its period of ownership in the event the Tenant has defaulted in the prompt payment of same.          (b) Rent. Rent (whether or not received by Seller) for the month in which the Closingoccurs shall be prorated between Seller and Purchaser as of the close of business on the date priorto the Closing Date, with Purchaser receiving a credit for amounts attributable to time periodsfrom and after the Closing Date. To the extent either party hereto receives rent after Closing towhich the other has a claim, such party shall remit same to the party entitled thereto within ten(10) days of receipt.     14. **Possession**. Subject to the Lease, Seller shall deliver exclusive possession ofthe Property to Purchaser at Closing.     15. **Inspection**. From and after the Effective Date and until the expiration of theInspection Period, Seller agrees that Purchaser and its agents and representatives shall, subjectto arranging all onsite visits with Seller and/or Seller’s Broker, be entitled to enter upon theProperty for inspection, soil tests, examination, land-use planning and for any due diligenceinvestigation relating to Purchaser’s proposed ownership of the Property. As to any suchinvestigation, Purchaser shall restore the Property to the same condition as existed prior to anysuch investigation, and shall not: (i) perform any invasive tests without Seller’s prior consentor (ii) interfere with the possessory rights of the Tenant. Purchaser shall indemnify and holdharmless Seller from and against, and to reimburse Seller with respect to any and all Lossesincurred by Seller by reason of or arising out of any such on-site investigation (provided thatPurchaser shall have no liability with respect to pre-existing conditions or the discoverythereof), it being acknowledged that all such obligations shall survive the termination of thisAgreement.     16. **Acknowledgement**. Except as otherwise provided in this Agreement, Purchaserunderstands and acknowledges that Seller has not made and does not make any representation orwarranties whatsoever, oral or written, express or implied, to Purchaser with respect to thecondition, state of repair or operability of the Property (including but not limited toenvironmental protection, pollution or land use laws, rules, regulations, orders or requirements,including the existence in, on, or under the Property of any hazardous materials or substances,soil or sub-soil conditions, all improvements thereon, the structural portions thereof, and thepersonal property, mechanical, plumbing, electrical, sewer, sanitary disposal, heating, ventilatingand air conditioning systems and other building service equipment therein), with respect to thesuitability or fitness for the Purchaser’s intended use or purpose or with respect to theappreciation or income potential of the Property, the zoning of the Property, the platting of theProperty, the availability or adequacy of utilities to the Property, access to the Property,requirements in connection with any development of the Property or any other matter whatsoever.Purchaser further hereby acknowledges and agrees that Purchaser has investigated or willinvestigate all matters of concern to Purchaser with respect to the Property and that Purchaser isnot relying and hereby expressly waives any reliance on any representation or warranty, oral orwritten, express or implied, of Seller with respect to such matters, except as otherwise providedin this Agreement. Purchaser agrees to purchase the Property and all improvements thereon andmechanical systems therein delivered to Purchaser, AS IS, WHERE IS, WITH ALL FAULTS. Except withrespect to fraud, Purchaser hereby releases Seller from any liability, claims, damages, expenses ofany kind or nature, or any other claim resulting from the
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presence, removal or other remediation of hazardous materials or substances in, on, under orabout the Property or which has migrated from adjacent lands onto the Property or from the Propertyto adjacent land. The provisions of this Section 16 shall survive the Closing.     17. **Further Assurances**. Seller and Purchaser agree to perform such other acts, and toexecute, acknowledge, and/or deliver subsequent to the Closing such other instruments, documentsand other materials as Seller or Purchaser may reasonably request in order to effectuate theconsummation of the transactions contemplated herein and to vest title to the Property inPurchaser.     18. **Default by Seller**. In the event that Seller should fail to consummate thetransactions contemplated by this Agreement for any reason, excepting Purchaser’s default or thefailure of any of the conditions to Seller’s obligations hereunder to be satisfied or waived, then,after notice and five (5) business days to cure, Purchaser shall have the right to: (i) terminatethis Agreement by giving prompt written notice thereof to Seller, in which event the Deposit shallbe returned to Purchaser and Seller shall reimburse Purchaser for Purchaser’s out-of-pocket costsin connection with this transaction, not to exceed $15,000.00; or (ii) specifically enforce theterms of this Agreement; provided, however, that in the event that such failure of Seller wasbeyond Seller’s reasonable control, Purchaser’s sole remedy shall be to so terminate this Agreementunder subparagraph (i) above. Purchaser’s rights in the preceding sentence shall be Purchaser’ssole and exclusive remedies under this Agreement, unless Seller’s default is its intentionalfailure to convey title to the Property to Purchaser, in which event, Purchaser may pursue any andall remedies available to it at law or in equity. Purchaser must elect to exercise its rights undersubparagraph (i) or (ii) above within thirty (30) days after Purchaser declares Seller in default.If Purchaser fails to make such election within said 30-day period, Purchaser shall be deemed tohave elected the remedy under clause (i) hereof.     19. **Default by Purchaser**. In the event Purchaser should fail to consummate thetransaction contemplated herein for any reason, except default by Seller or the failure of any ofthe conditions to Purchaser’s obligations hereunder to be satisfied or waived, Seller may retainthe Deposit and terminate this Agreement by giving prompt written notice thereof to Purchaser, orspecifically enforce this Agreement. Seller’s rights in the preceding sentence shall be Seller’ssole and exclusive remedies under this Agreement.     20. **Attorney’s Fees**. In the event of any legal action or other proceeding between theparties regarding this Agreement (an **“Action"**), the prevailing party shall be entitled to thepayment by the losing party of its reasonable attorneys’ fees, court costs and litigation expenses,as determined by the court. The term “prevailing party” as used herein includes, withoutlimitation, a party: (i) who agrees to dismiss an Action on the other party’s performance of thecovenants allegedly breached, (ii) who obtains substantially the relief it has sought; or (iii)against whom an Action is dismissed (with or without prejudice).     In addition, the prevailing party in any Action shall be entitled, in addition to andseparately from the amounts recoverable under this Section, to the payment by the losing party ofthe prevailing party’s reasonable attorneys’ fees, court costs and litigation expenses incurred inconnection with: (y) any appellate review of the judgment rendered in such Action or of any otherruling in such Action; and (z) any proceeding to enforce a judgment in such Action. It is theintent of the parties that the provisions of this Section be distinct and severable from the otherrights of the parties under this Agreement, shall survive the entry of judgment in any Action andshall not be merged into such judgment.     21. **Brokerage Commissions**. Each party represents to the other that no brokers otherthan Purchaser’s and Seller’s Broker have been involved in this transaction. In the event that thistransaction is consummated and Closing occurs, Seller shall pay Purchaser’s Broker a real estatecommission in the
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amount of two percent (2%) of the Purchase Price and shall pay Seller’s Broker in accordancewith a separate agreement. Seller and Purchaser agree that if any other claims for brokeragecommissions are ever made against Seller or Purchaser in connection with this transaction, allclaims shall be handled and paid by the party whose actions or alleged commitments form the basisof such claim. Seller agrees to indemnify and hold Purchaser harmless from any Losses incurred byPurchaser by reason of any claim to any broker’s, finder’s, or other fee in connection with thistransaction by any party claiming by, through, or under Seller. Except as provided in the foregoingsentence, Purchaser agrees to indemnify and hold Seller harmless from any Losses incurred by Sellerby reason of any claim to any broker’s, finder’s, or other fee in connection with this transactionby any party claiming by, through, or under Purchaser, which obligation of each party shall survivethe Closing.     22. **Risk of Loss; Condemnation.** All risk of loss or damage to the Property prior toClosing, including, without limitation, loss by fire, windstorm, or other casualty, shall rest withSeller. If, prior to the Closing, the Property is damaged as a result of fire or other casualty,Seller shall give Purchaser written notice thereof and Purchaser shall have the option, exercisableby written notice to Seller within ten (10) days after the occurrence of such damage or casualty,to either:          (a) accept title to the Property without any reduction of the Purchase Price, in which event,at the Closing and subject to the rights of Tenant, Seller shall assign to Purchaser any insuranceproceeds payable to Seller or its successors or assigns by reason of such damage or casualty, andpay over to Purchaser any monies theretofore received by Seller in connection with such fire orother casualty; or          (b) terminate this Agreement, in which event neither Seller nor Purchaser shall have anyfurther obligations under this Agreement, except for those continuing obligations which survive thetermination of the Agreement, and the Purchaser shall receive the prompt return of the Deposit.          In the event Purchaser shall fail to exercise either such option within such ten (10) dayperiod, Purchaser shall be deemed to have elected the option set forth in the foregoing clause (b).          In the event all or a substantial portion (making use of the Property as a restaurantcommercially unfeasible, or which results in Tenant having a termination right under the Lease orwhich materially adversely affects parking or access to the Property) of the Property is taken byeminent domain proceedings this Agreement shall terminate and Purchaser shall receive the Depositas its sole and exclusive remedy subject to the terms and conditions under this Agreement whichsurvive termination. In the event part of the Property is taken by eminent domain proceedings (butthe Property may still be operated as a restaurant, and the Tenant has not terminated the Lease andparking and access to the Property have not been materially and adversely affected), Purchaser mayeither (i) elect to terminate this Agreement and receive the Deposit as its sole remedy subject tothe continuing obligations hereunder or (ii) Purchaser may elect to accept title to the Property,without any reduction in the Purchase Price and proceed to Closing, with any condemnation proceedsbeing paid to Purchaser subject to the rights of Tenant in the proceeds pursuant to the terms ofthe Lease. In the event Purchaser fails to elect either remedy within ten (10) days of its receiptof notice of the condemnation from Seller, Purchaser shall be deemed to have elected option (i).     23. **Assignability**. Except as set forth in Paragraph 31 below, neither Purchaser norSeller may assign its respective obligations hereunder without the consent of the other; provided,however, that Purchaser shall have the right to assign this Agreement without Seller’s consent toan entity managed and/or owned (at least 50%) by Purchaser or Robert Miller subject to thefollowing: (i) notice of such assignment is delivered to Seller; and (ii) Purchaser shall not bereleased from any liability under this Agreement as a result of any such assignment
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     24. **Notices**. Any notice to be given or to be served upon either party hereto inconnection with this Agreement must be in writing and shall be given by: (i) overnight expressdelivery; or (ii) facsimile (followed by hard copy by overnight courier); or (iii) electronic mail(email) (followed by hard copy by first class mail) and shall be deemed to have been given uponreceipt. Such notice shall be given the parties hereto at the addresses set forth on the signaturepage of this Agreement and be deemed delivered upon delivery or on the date when the receivingparty first refuses to accept such delivery. Either party may at any time, by giving five (5) dayswritten notice to the other, designate any other address in substitution of any of the foregoingaddresses to which such notice shall be given and other parties to whom copies of all noticeshereunder shall be sent.     25. **Binding Effect**. This Agreement shall be binding upon and shall inure to thebenefit of the Seller and Purchaser and their respective successors and assigns.     26. **Entire Agreement**. This Agreement represents the entire agreement between Sellerand Purchaser with respect to the subject matter hereof, and all prior agreements between Sellerand Purchaser with respect to such subject matter shall have no further force or effect, including,without limitation, any proposal letters or letters of intent.     27. **Governing Law**. This Agreement shall be governed by, and construed in accordancewith, the laws of the Subject State, without giving effect to principals of conflicts of law.     28. **Modification**. This Agreement may only be modified or otherwise amended by awritten instrument executed by duly authorized representatives of Seller and Purchaser.     29. **Time of Essence**. Time is of the essence of this Agreement.     30. **Counterparts; Facsimile**. This Agreement may be executed in one or morecounterparts, each of which shall constitute an original, and all of which together shallconstitute one and the same instrument. A facsimile copy of this Agreement and any signaturesthereon will be considered for all purposes as originals.     31. **1031 Exchange**. In the event, prior to Closing, Purchaser shall desire tostructure this transaction as a part of a tax deferred exchange, pursuant to §1031 of the InternalRevenue Code, Purchaser may assign its rights, but not its obligations, to a Qualified Intermediaryunder Treasury Regulation 1.103(k)-(1)(g)(4) and Seller, as an accommodation to Purchaser, shallenter into and execute any such amendatory documentation as Purchaser may reasonably request;provided, however, that Seller shall not incur any additional cost, expense, risk or potentialliability whatsoever on the account thereof. Seller shall have no liability to Purchaserwhatsoever in the event the subject transaction is found, held or adjudicated not to qualify as oras a part of a tax deferred exchange pursuant to §1031 of the Internal Revenue Code.     32. **Business Days**. The term **“Business Day(s)”**means normal working business days,i.e., Monday through Friday of each calendar week, exclusive of federal and national bank holidays.If any event hereunder is to occur, or a time period is to expire, on a date which is not aBusiness Day, such event will occur or time period shall expire on the next succeeding BusinessDay.[Signature page to follow]
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     INWITNESS WHEREOF, the parties hereto have executed this Agreement of Sale as of the dates setforth below their respective signatures.     PURCHASER: SELLER:     **MILLCO ACQUISITION COMPANY LLC** **CAPTEC FRANCHISE CAPITALPARTNERS L.P. IV**         By: GP4 Asset Acquisition, LLC    Its: General PartnerBy: /s/ Robert Miller                        Robert Miller, Manager By: /s/ Daniel J. Kelly                        Print Name: Daniel J. KellyDated as of: February 9, 2006