exhibit 10.3


    Exhibit 10.3

    
 

    PERSONAL
      PROPERTY SALES AGREEMENT

    


    THIS
      AGREEMENT is made this 16th day of December, 2005, by and among Steak n Shake
      Operations, Inc., an Indiana corporation ("Seller") and Kelley Operations,
      Inc.,
      a North Carolina corporation, having its principal office at 4020 Waterford
      Drive, Charlotte, North Carolina 28226, or its assigns (collectively the
      "Purchaser").

     

    RECITALS

    
      	A.  	
              Seller
                and Purchaser have entered into that Unit Franchise Agreement whereby
                Purchaser will become a franchisee of Seller and Seller will transfer
                its
                interest in certain real and personal property located in the Greenville,
                S.C. metropolitan area to
                Purchaser.

            


    

    
      	B.  	
              The
                Seller and Purchaser have entered into a separate agreement for the
                sale
                of the real property and all improvements thereon located at 499
                Congaree Rd., Greenville, S.C. (the
                "Real Estate"; and

            


    

    
      	C.  	
              In
                addition to transferring the Real Estate, Purchaser is desirous of
                buying
                and Seller is willing to sell all of the good will, inventory, equipment,
                furniture and fixtures associated with the operation of its restaurant
                on
                the Real Estate under the terms and conditions set for herein;
                and

            


    

    
      	D.  	
              The
                parties also desire to set forth certain terms governing the disposition
                of certain receivables, bank deposits and petty
                cash.

            


    

     

    NOW,
      THEREFORE, in consideration of the foregoing and of the mutual covenants,
      promises and agreements herein set forth, receipt and sufficiency of which
      is
      hereby acknowledged, Seller and Purchaser mutually agree as
      follows:

     

    1. PURCHASE
      OF ALL PERSONAL PROPERTY ON OR AT THE REAL ESTATE

    Purchaser
      agrees to purchase and Seller agrees to sell all good will, together with the
      inventory (including, without limitation, all food items, all beverage items,
      all unopened
      paper supplies, uniforms and boxed pots, pans, utensils, silverware, dishes
      and
      glassware)), equipment, furniture and fixtures listed on Schedule 1, attached
      hereto and incorporated by reference, located in and on the Real Estate (the
      "Personal Property"). The parties acknowledge that expressly excluded from
      the
      assets sold hereunder are the following items: cash, receivables, Third-Party
      owned equipment.

     

    
      	2.  	
              CONTINGENCIES

            


    

    The
      Parties’ obligations to purchase the personal property sold hereunder is
      contingent upon the consummation of the sale of the Real Estate by Purchaser
      and
      the commencement of the franchise contemplated by the Unit Franchise
      Agreement.

     

    
      	3.  	
              PURCHASE
                PRICE

            


    

    The
      purchase price for the Personal Property will be:    Two
      Hundred Two Thousand Two Hundred Dollars and 00/100 ($202,200.00).

    The
      purchase price shall be paid in cash to Seller at closing.

     

    
      	4.  	
              WARRANT
                TITLE

            


    

    Seller
      warrants that it is the owner of all of the personal property sold hereunder
      free and clear of any liens or encumbrances and that to the best of Seller’s
      actual knowledge, there are no restrictions that prevent or prohibit Seller
      from
      transferring title to all such personal property to Purchaser at
      closing.

     

    
      	5.  	
              USE
                PENDING CLOSING

            


    

    Seller
      shall not sell or transfer any of the Personal Property except for inventory
      in
      the normal course of business.

     

    
      	6.  	
              INSPECTION

            


    

    The
      parties shall conduct a walk-through inspection prior to closing to verify
      the
      conditions and status of all Personal Property on the Real Estate. If Personal
      Property is not at the Real Estate, Purchaser shall deduct the value of said
      items, as reasonably determined by the Purchaser, from the Purchase
      Price.

     

    
      	7.  	
              BILL
                OF SALE

            


    

    At
      closing, the Seller shall tender a Bill of Sale transferring the Personal
      Property to Purchaser, and assigning all warranties.

     

    8. RECEIVABLES

    Any
      receivables arising out of the operation of the restaurant prior to the closing
      date (as the same are described in Section 10 hereof) will be collected by
      the
      Seller. In the event that any such receivables are subsequently paid to
      Purchaser, they will be forwarded to Seller within ten (10) days of
      receipt.

     

    9. BANK
      DEPOSITS AND PETTY CASH

    Any
      Bank
      Deposits arising from the operation of the restaurant on the Real Estate prior
      to the closing date, shall be the property of Seller and shall be deposited
      into
      Seller’s account as of the closing date. Any petty cash or cash register change
      will be counted at the time of the inspection (as described in Section 6
      hereof). Purchaser will be billed the amount of such petty cash and change
      and
      will reimburse Seller within seven (7) days after Purchaser’s receipt of a
      written demand therefore, which shall itemize such amounts. 

     

    10.
      CLOSING

    Closing
      shall take place simultaneously with the transactions for the transfer of
      Seller’s interest in the Real Estate, at a mutually agreed upon location unless
      extended by mutual agreement of the parties. Seller shall surrender possession
      of the Personal Property at closing.

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXECUTED
      on this, the 16th day of December, 2005, by Purchaser. 

    


    
      	 	 	 	 	
              Kelley
                Operations, Inc., a North Carolina
                corporation

            


    

    


    


    By:
      __/s/ Wayne L. Kelley___________________________________

    Title:___President_________________________________

    


    


    


    EXECUTED
      on this, the 16th day of  December, 2005, by Seller.

    


    


    STEAK
      N
      SHAKE OPERATIONS, INC., an Indiana corporation

    


     

                By:      
      /s/ David C. Milne_________________________________

    Name:
      ________David C. Milne____________________________

            Title:          
      General Counsel,
      Secretary                                         
      

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      1

    EQUIPMENT,
      FURNITURE AND FIXTURE LIST

    (Omitted from filing)