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                                                                    EXHIBIT 10.1

O'Charley's ___/__________, ____________ County, __________

                                 LEASE AGREEMENT

         THIS LEASE AGREEMENT ("Lease") is made and entered into as of ________
____, 2003 (the "Effective Date"), by and between:

         (i)      ______________, LP, a Delaware limited partnership, with
its principal office and place of business at CNL Center at City Commons, 450
South Orange Avenue, Orlando, Florida 32801-3336 ("Landlord"), and

         (ii)     ________________, a _____________________, with its principal
place of business at 3038 Sidco Drive, Nashville, Tennessee 37204 ("Original
Tenant").

                              W I T N E S S E T H:

         Landlord leases to Tenant (as hereinafter defined), for the use and
purposes whatsoever permitted in this Lease, and subject to the terms and
conditions of the Rent Addendum attached hereto, and Tenant rents from Landlord,
the following described premises, (hereinafter "Premises"): the real property
located at ______________________, __________, _________ County, ___________ and
being more particularly described in Exhibit "A" attached hereto and made a part
hereof (the "Land"), together with all (i) rights, privileges, easements,
servitudes, rights-of-way and appurtenances belonging or appurtenant to the Land
(the "Appurtenant Interests"), and (ii) all buildings, fixtures and other
improvements now or hereafter located on the Land and all right, title and
interest of Landlord in and to any improvements used in connection with or
necessary for the exercise of the Appurtenant Interests.

         The following additional stipulations are hereby declared to be
covenants of this Lease and shall, unless otherwise expressly stated, be
applicable at all times throughout the term of this Lease and any extension or
renewal thereof:

1.       DEFINITIONS

         In addition to the defined terms appearing elsewhere in this Lease, the
following terms shall be defined as follows for purposes of this Lease:

         "Annual Rent Commencement Date" shall mean the Effective Date.

         "Effective Date" shall mean the date set forth at the beginning of this
Lease.

         "Landlord" shall mean CNL FUNDING 2001-A, LP, a Delaware limited
partnership, its successors and assigns.

         "Lease" shall mean this Lease Agreement and all amendments hereto, if
any, entered into from time to time hereafter, together with the Rent Addendum
and Exhibits attached hereto.

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         "Lease Year" shall mean a fiscal period beginning on the Annual Rent
Commencement Date (and each annual anniversary thereof) and expiring on the last
day preceding the next annual anniversary of the Annual Rent Commencement Date,
provided, however, that in the event the Annual Rent Commencement Date is not
the first (1st) day of a calendar month, then the first Lease Year shall
commence on the first (1st) day of the calendar month following the Annual Rent
Commencement Date and each subsequent Lease Year shall commence on the annual
anniversary of the commencement date of the first (1st) Lease Year.

         "Material Taking" shall mean a Taking of the whole of the Land or a
Taking of any portion of the Premises that, in Tenant's reasonable judgment
exercised in good faith, will: (i) result in the loss of any material portion of
the building located on the Land; (ii) materially impair access to the Land; or
(iii) otherwise result in the permanent closure or removal of a portion of the
improvements (including the loss of parking spaces) located on the Premises
which can be reasonably demonstrated to have rendered uneconomical the continued
use of the Land (or the remainder thereof) for Tenant's business operations.

         "Rent" shall mean the rent payable under this Lease as set forth in the
Rent Addendum attached hereto and incorporated herein, and shall include Annual
Rent (as defined in the Rent Addendum), together with all other items described
in this Lease as "additional rent".

         "Taking" shall mean a taking of all or any part of the Premises for any
public or quasi-public use under any governmental law, ordinance, regulation or
right of eminent domain, or sale to the condemning authority under threat of
condemnation or by agreement between Landlord and/or Tenant and those authorized
to exercise such right under threat of condemnation.

         "Tenant" shall include the Original Tenant and its successors and any
assignee thereof pursuant to an assignment under Paragraph 16 of this Lease.

         "Total Cost" shall mean the greater of $_____________ or the actual
gross purchase price paid by any successor or assignee of Landlord to purchase
the Premises pursuant to a bona fide purchase and sale transaction between
unrelated parties which purchase and sale transaction relates only to the
Premises.

2.       TERM AND RENT

                  (a)      Term. The term of this Lease shall begin on the
         Effective Date and shall expire on ________________, unless previously
         terminated or renewed or extended as provided herein. As used herein,
         the "Termination Date" shall mean the last day of the initial term (as
         described above) or the last renewal term exercised by Tenant as
         described in Paragraph 10 below, as applicable.

                  (b)      Rent. Rent shall be due and payable as provided in
         the Rent Addendum attached hereto and incorporated herein.

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3.       ALTERATIONS AND IMPROVEMENTS, INVESTMENT TAX CREDIT, MECHANIC'S LIENS,
         LANDLORD'S DISCLAIMER

                  (a)      Alterations and Improvements.

                  (i)      Tenant's Property. Tenant shall be permitted to
         install, use on and about, and remove from the Premises at any time and
         from time to time all trade fixtures and other personal property
         (exclusive of lighting, electrical, and heating and air conditioning
         improvements) that are not a component of the building located or to be
         located on the Land (hereinafter referred to as the "Tenant's
         Property"), all of which at all times shall remain the property of
         Tenant with the right of removal (subject to Paragraph 3(d) below) at
         or prior to the expiration or termination of this Lease. Tenant's
         Property shall include: (1) removable decor items and office equipment;
         (2) building lettering, signs, sign posts and sign standards; (3)
         unattached food and customer service equipment; (4) food and customer
         service equipment attached to the building by bolts and screws and/or
         by utility connections, including without limitation, walk-in
         refrigerators and freezers, remote refrigeration systems, exhaust
         systems and hoods, and water heaters; and (5) Tenant's interest in any
         equipment or other item of property that is leased to Tenant pursuant
         to an equipment lease.

                  (ii)     Subsequent Improvements. Tenant shall also have the
         right to make any additions, alterations, changes and improvements,
         structural and nonstructural, including but not limited to construction
         of additional buildings and additions to the then existing buildings,
         as Tenant shall desire; provided, however, (x) as to any structural
         changes (but only if the cost of such change exceeds $100,000.00 (the
         "Alteration Amount")), (i) Tenant shall submit plans of all such
         changes to Landlord at least thirty (30) days in advance of the
         proposed construction date, which plans shall be subject to Landlord's
         approval which shall not be unreasonably withheld, conditional or
         delayed, (ii) Tenant shall provide Landlord with evidence of Tenant's
         financial ability to pay for such changes, and (iii) if Original Tenant
         has assigned or subleased its interest in this Lease to another party
         such assignee or sublessee shall deliver to Landlord unconditional
         payment and performance bonds for such work naming Landlord and such
         assignee or sublessee of Tenant as dual obligees, and (y) as to all
         changes, structural or non-structural, and regardless of whether any
         such change constitutes a structural change (and regardless of whether
         the cost of such change exceeds the Alteration Amount), (i) all such
         construction shall be completed in a workmanlike manner and in material
         compliance with all laws, building codes and ordinances applicable
         thereto, at Tenant's sole expense, and (ii) such additions,
         alterations, changes and improvements (whether structural or
         non-structural) shall not reduce the fair market value of the Premises.
         Notwithstanding the foregoing, the Alteration Amount shall increase to
         $150,000.00 at the expiration of the tenth (10th) Lease Year. In the
         event Landlord has reasonable cause to believe that such changes will
         reduce the fair market value of the Premises, Landlord shall designate
         an independent MAI appraiser within ten (10) days of Tenant's
         submission of plans of all changes to the Premises. Within ten (10)
         days after selection of Landlord's appraiser, Landlord shall notify
         Tenant of the determination made by Landlord's appraiser with respect
         to the anticipated fair market value of the Premises with such
         additions, alterations, changes and improvements. Tenant shall then
         have ten (10) days to dispute such determination and to

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         select its own independent MAI appraiser. In the event that Tenant
         fails to select its appraiser within such ten (10) day period, the
         determination of Landlord's appraiser shall constitute the anticipated
         fair market value. Within ten (10) days after selection of Tenant's
         appraiser, the two appraisers shall meet and attempt to agree as to the
         anticipated fair market value for the Premises. In the event that such
         appraisers are unable to agree as to such anticipated fair market value
         then: (i) if the difference between the two determinations is less than
         five percent (5%) of the lower determination, then the average of the
         two determinations shall be deemed to constitute the anticipated fair
         market value; or (ii) if the difference between the two determinations
         is equal to or greater than five percent (5%) of the lower
         determination, then the two appraisers shall jointly select a third
         independent MAI appraiser, which appraiser shall select which of the
         determinations of the first two appraisers shall constitute the
         anticipated fair market value. Such third appraiser shall not have the
         right to vary or modify the determinations of the appraisers selected
         by Landlord and Tenant. Any appraiser selected by Tenant or Landlord
         must have at least ten (10) years experience in appraising commercial
         real estate in the area in which the Premises is located. The
         appraisers shall not have the right to amend, modify or vary any of the
         terms of this Lease and the determination of the appraisers shall be
         final, binding and conclusive upon Landlord and Tenant. In all events,
         said fair market value shall be determined without regard or
         consideration for this Lease or rent payable hereunder. In the event
         Landlord has not granted or denied its approval of plans submitted in
         accordance with this Paragraph 3 within two (2) weeks after such plans
         have been delivered to Landlord, such plans shall be deemed approved by
         Landlord.

                  (iii)    Improvements Upon Termination, Subletting or
         Assignment. Subject to the requirements of this Paragraph 3, Tenant
         shall have the right, at its option and expense, to redecorate or
         otherwise remodel the Premises upon any termination hereof or upon any
         permitted subletting or assignment in such manner as will, without
         reducing the fair market value thereof, avoid the appearance of the
         O'Charley's Restaurant operated under this Lease; provided, however,
         that in addition to the other requirements of this Paragraph 3, Tenant
         shall not impair the structural condition of the improvements located
         on the Land, or reduce the size of the buildings located on the Land.
         Any dispute under this Paragraph as to whether a proposed change will
         reduce the fair market value of the Premises will be resolved by the
         same appraisal process described in subparagraph 3(a)(ii) above.

                  (iv)     All subsequent improvements referred to in Paragraph
         3(a)(ii) above, all improvements upon termination, subletting or
         assignment referred to in Paragraph 3(a)(iii) above, and any and all
         other additions, alterations, changes and improvements of any type by
         Tenant to the Premises (excluding Tenant's Property) shall be deemed to
         be a part of the Premises and the sole property of Landlord.

                  (b)      Investment Tax Credit. Landlord hereby grants Tenant
         the right and privilege of applying for and receiving all investment
         tax credits, if any, under the Internal Revenue Code of 1986, as
         amended (the "Code") that may be available with respect to the building
         and other improvements which may be constructed on the

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         Premises. To this end, Landlord agrees to execute all such further
         documents and supply such additional information as may be required to
         make such election effective.

                  (c)      Mechanic's and Other Liens. Tenant shall not do
         anything by which the Premises, or any part thereof, shall be
         encumbered by a mechanic's, materialman's, or other lien for work or
         labor done, services performed, materials, appliances, or power
         contributed, used, or furnished in or to the Premises or in connection
         with any operations or any other activity of Tenant, and, if, whenever
         and as often as any lien may be filed against the Premises, or any part
         thereof, purporting to be for or on account of any labor done,
         materials or services furnished in connection with any work in or about
         the Premises, done by, for or under the authority of Tenant, or anyone
         claiming by, through or under Tenant, Tenant shall discharge the same
         of record within thirty (30) days after service upon Tenant of written
         notice of the filing thereof; provided, however, Tenant shall have the
         right to remove the lien as an encumbrance upon the Premises by bonding
         same in accordance with applicable law and to contest any such lien;
         provided further that Tenant shall diligently prosecute any such
         contest, at all times effectively staying or preventing any official or
         judicial sale of the Premises under execution or otherwise, and, if
         unsuccessful, satisfy any final judgment against Tenant adjudging or
         enforcing such lien or, if successful, procuring record satisfaction or
         release thereof. Landlord shall, at the request of Tenant, execute or
         join in the execution of any instruments or documents necessary in
         connection with such proceedings, but Landlord shall incur no cost or
         obligation thereby.

                  (d)      Landlord's Disclaimer. All of Tenant's Property
         placed in or upon the Premises by Tenant shall remain the property of
         Tenant with the right to remove the same at any time during the term of
         this Lease or any extension or renewal thereof. Landlord, if requested
         by Tenant, agrees to execute a Subordination of Landlord's Lien in the
         form of Exhibit "D" attached hereto or such other documentation as may
         be reasonably required by any equipment lender or lessor of Tenant by
         which Landlord shall subordinate its lien rights to the lien rights of
         any equipment lender or lessor with respect to Tenant's Property, and
         to all rights of levy for distraint for rent against the same;
         provided, however, that any damage caused by, or resulting from the
         removal of any of Tenant's Property or other personal property
         (including the leaving of holes or other openings in the roof or
         exterior of the building on the Land) shall be promptly repaired by
         Tenant or the party entitled to remove the same. Landlord agrees that
         such equipment lender or lessor shall have a period not to exceed
         thirty (30) days after notice to such lender or lessor that a Default
         has occurred hereunder to remove such equipment (and Landlord may
         thereafter remove such equipment at such lessor's or lender's expense).
         Landlord shall be entitled to reimbursement by Tenant for its
         reasonable costs and expenses in connection with the execution of such
         documentation, and Tenant agrees to pay such reasonable costs and
         expenses as a condition precedent to Landlord's execution of such
         documents.

4.       DESTRUCTION OF PREMISES; INSURANCE

                  (a)      If the improvements located on the Land are damaged
         or destroyed by fire, flood, tornado or other element, or by any other
         casualty and such damage or destruction

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         does not occur within the last twenty four (24) months of the original
         or of any extended or renewed term of this Lease, or in the event
         Tenant elects not to terminate this Lease following a casualty that
         would allow Tenant to so terminate (as described below), this Lease
         shall continue in full force and effect and, unless Tenant effects an
         economic substitution as permitted in this Paragraph 4(a) and Paragraph
         36 hereof, Tenant shall, as promptly as possible, restore, repair or
         rebuild the improvements located on the Land to substantially the same
         condition as existed before the damage or destruction, as modified to
         incorporate any improvements or alterations required to be made by any
         governmental body, county or city agency, due to any changes in code or
         building regulations. Tenant shall for this purpose use all, or such
         part as may be necessary, of the insurance proceeds received from
         insurance policies required to be carried under the provisions of
         Paragraph 4(b) hereinof. If such insurance proceeds are not sufficient
         to pay such costs, Tenant shall pay such deficit. Notwithstanding the
         foregoing provisions of this Paragraph 4(a), in the event that Tenant
         has an obligation hereunder to repair or rebuild the improvements
         located on the Land as a result of a casualty and Tenant determines
         that the repair or rebuilding of such improvements is not economically
         practicable, Tenant shall have the option to elect, by written notice
         to Landlord within sixty (60) days after such casualty, to substitute
         another restaurant property for the Premises pursuant to Paragraph 36
         hereof, and in such event, (i) such substitution shall be completed
         within six (6) months after the delivery of such notice; (ii) all
         insurance proceeds payable with respect to the casualty affecting the
         Premises shall be paid to Tenant upon the completion of such
         substitution; and (iii) Tenant shall continue to pay Rent and its other
         monetary obligations hereunder and to provide general liability
         insurance pursuant to Paragraph 4(c) hereof until the substitute
         restaurant property is subject to a lease with Landlord as described in
         Paragraph 36 hereof. Should the improvements located on the Land be
         damaged or destroyed by any of the foregoing described casualties
         within the last twenty-four (24) months of the original term or of any
         extended or renewed term of this Lease, then to the extent that the
         Premises are untenantable or unsuitable, in Tenant's reasonable
         opinion, for continued use in the normal conduct of Tenant's business,
         including, without limitation, if restoration or reconstruction either
         (A) is not permitted by then existing laws or governmental regulations
         applicable to the restoration or reconstruction of the improvements on
         the Land or (B) is not economically practicable, in the reasonable
         judgment of Tenant, as a result of the cost of compliance with then
         existing laws or governmental regulations applicable to the restoration
         or reconstruction of the improvements on the Land (a "Total Loss"),
         Tenant shall have the right, exercisable by written notice to Landlord
         given within forty-five (45) days after the date of such damage or
         destruction, to terminate this Lease effective upon the date of such
         damage or destruction. If Tenant terminates this Lease as thus provided
         Landlord shall be entitled to all of the insurance proceeds on the
         Premises, but not to the proceeds of any business interruption
         insurance carried by Tenant or any insurance carried by Tenant on
         Tenant's Property; provided, however, Tenant shall not have the right
         to terminate this Lease unless (i) the damage or destruction of the
         improvements located on the Land was caused by a peril which was
         insured against as required by the provisions of Paragraph 4(b) of this
         Lease; and (ii) at the time of such damage and destruction the said
         insurance policies required to be carried by Tenant were in the amounts
         required by Paragraph 4(b) hereof (without deduction or co-insurance
         unless Tenant agrees to pay to Landlord (upon

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         termination hereof) the amount of any such deductible or co-insurance)
         and in full force and effect; and (iii) the insurer has confirmed
         coverage and its obligation to pay. If Tenant defaults in its
         obligation to carry insurance in the amounts required under Paragraph
         4(b), then, prior to Tenant's termination of this Lease and in addition
         to the requirements set forth in the preceding sentence, Tenant shall
         be obligated to pay toward such reconstruction or to Landlord, as the
         case may be, the difference between the amount of insurance actually
         carried and the amount required to be carried under Paragraph 4(b).

                  (b)      Tenant, at its expense and as additional rent
         hereunder, shall throughout the term of this Lease and any extension or
         renewal thereof, keep the improvements located on the Land insured with
         (i) "Special Form Causes of Loss" coverage (as such term is used in the
         insurance industry), at least as broad as the most current ISO Special
         Cause of Loss Form, including coverage for glass breakage, vandalism
         and malicious mischief, and builder's risk (if the improvements located
         on the Land are to be constructed or substantially refurbished or
         rebuilt pursuant to the terms of this Lease) for one hundred percent
         (100%) of the insurable replacement value with no co-insurance penalty,
         with any deductible in excess of One Hundred Thousand Dollars and
         No/100 Dollars ($100,000.00) to be approved by Landlord which approval
         of deductible shall not be unreasonably withheld, and (ii) "Ordinance
         and Law Coverage" with limits of not less than the building value for
         Coverage A (loss to the undamaged portion of the building), a limit of
         not less than fifteen percent (15%) of the building value for Coverage
         B (Demolition Cost Coverage), and a limit of not less than fifteen
         percent (15%) of the building value for Coverage C (Increased Cost of
         Construction Coverage).

                  (c)      Tenant, at its expense, shall throughout the term of
         this Lease and any extension or renewal thereof, maintain commercial
         general liability insurance including product liability and liquor
         liability (if alcohol is served by Tenant) covering the Premises at
         least as broad as the most commonly available ISO Commercial General
         Liability policy form (occurrence basis) covering bodily injury,
         property damage and personal and advertising injury, for the joint
         benefit of and insuring Tenant and Landlord, with limits of not less
         than One Million Dollars ($1,000,000.00) per occurrence with any
         deductible in excess of Two Hundred Fifty Thousand and No/100 Dollars
         ($250,000.00) to be approved by Landlord which approval shall not be
         unreasonably withheld, with a general aggregate of not less than Two
         Million Dollars ($2,000,000.00) and a "following form" umbrella
         liability policy or excess liability policy to include product
         liability and liquor liability (if alcohol is served by Tenant), in an
         amount of not less than Ten Million Dollars ($10,000,000.00) per
         occurrence, with any deductible in excess of Five Hundred Thousand
         Dollars ($500,000.00) to be approved by Landlord which approval shall
         not be unreasonably withheld.

                  (d)      [INTENTIONALLY DELETED]

                  (e)      In the event the Premises are located in an area
         identified by the National Flood Insurance Program as an area having
         "special flood hazards" (zones beginning with "A" or "V," Tenant shall
         maintain throughout the term of this Lease and any extension thereof,
         flood insurance for the full replacement value of the improvements

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         located on the Land, with any deductible in excess of Two Hundred Fifty
         Thousand and No/100 Dollars ($250,000.00) to be approved by Landlord
         which approval of deductible shall not be unreasonably withheld.

                  (f)      In the event the Land is located in an area
         designated as a "Zone 1 or Zone 2 Earthquake Zone" by the U.S.
         Geological Survey and earthquake insurance is available, Tenant shall,
         throughout the term of this Lease, and any extension or renewal
         thereof, maintain earthquake insurance for the full replacement value
         of the Premises with any deductible in excess of Two Hundred Fifty
         Thousand and No/100 Dollars ($250,000.00) to be approved by Landlord
         which approval shall not be unreasonably withheld.

                  (g)      Landlord and Tenant shall periodically (but no more
         frequently than once in any five (5) year period) and in good faith
         revise the deductible amounts from time to time due to inflation and
         changes in the insurance underwriting market.

                  (h)      All insurance companies providing the coverage
         required under this Paragraph 4 shall be selected by Tenant, shall be
         rated A minus (A-) or better by Best's Insurance Rating Service (or
         equivalent rating service if not available), and shall be licensed to
         write insurance policies in the state in which the Land is located.
         Tenant shall provide Landlord with copies of all policies or
         certificates of such coverage for the insurance coverages referenced in
         this Paragraph 4, and all commercial general liability and umbrella
         liability or excess liability policies shall name Landlord (and if
         Landlord is either a general or limited partnership, its general
         partners if so requested by Landlord) and any mortgagee whose name and
         address has been provided by written notice from Landlord to Tenant
         sent in accordance with this Lease as additional insured(s) thereunder.
         Any such coverage for additional insureds shall be primary and
         non-contributory with any insurance carried by Landlord or any other
         additional insured thereunder. All property insurance policies shall
         name Landlord as an additional named insured or as a loss payee as
         Landlord's interests may appear. All such policies of insurance shall
         provide that the amount thereof shall not be reduced and that none of
         the provisions, agreements or covenants contained therein shall be
         modified or canceled by the insuring company or companies without
         thirty (30) days prior written notice being given to Landlord (except
         for non-payment for which ten (10) days prior written notice will be
         provided); and that all insurance proceeds (if such payment exceeds
         $100,000.00) shall be paid by check payable to Landlord to be held in
         trust and applied pursuant to the terms of this Lease. Tenant may
         receive insurance proceeds directly if the insurance payment is
         $100,000.00 or less. Such policy or policies of insurance may also
         cover loss or damage to Tenant's Property, and the insurance proceeds
         applicable to Tenant's Property, together with the proceeds of any
         business interruption insurance maintained by Tenant, shall not be paid
         to Landlord or any mortgagee but shall accrue and be payable solely to
         Tenant. In the event of a casualty, Tenant shall be responsible for any
         deficiency between the replacement cost of the Premises and the amount
         actually paid by the insurance company.

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5.       MAINTENANCE AND REPAIR

                  (a)      Tenant shall, during the term of this Lease and any
         extension or renewals thereof, (i) maintain the Land and all buildings
         and improvements thereon (interior and exterior, structural and
         otherwise) in good order and repair, subject to normal wear and tear
         (and subject to provisions hereof relating to condemnation and
         casualty) and perform all its obligations to maintain Appurtenant
         Interests as are imposed on Landlord or Tenant by the instruments
         granting such Appurtenant Interests; (ii) not commit waste or permit
         impairment or deterioration of the Premises (normal wear and tear
         excepted and subject to the provisions hereof relating to casualty and
         condemnation); (iii) keep the Tenant's Property, including trade
         fixtures, equipment, machinery and appliances thereon so that such
         items function as originally intended and shall replace such items of
         Tenant's Property when necessary in accordance with Tenant's normal
         operations to keep such items so that such items function as originally
         intended; (iv) comply in all material respects with all laws,
         ordinances, regulations and requirements of any governmental body
         applicable to the Premises (provided, however, Tenant shall have the
         right to contest the same); (v) provide prompt notification to Landlord
         of any material adverse changes to the Premises, such as material
         changes in any environmental condition, including the presence of
         biocontaminants, such as, but without limitation mold, and shall
         promptly undertake reasonable remediation (and preventative) actions in
         connection with any such environmental condition on the Land and the
         improvements thereon (to the extent required by applicable
         environmental law); and (vi) subject to the provisions of Paragraph
         4(a) with respect to damage within the last twenty-four (24) months of
         the Lease resulting from a casualty, and Paragraph 6 herein, return the
         Premises and all buildings and improvements thereon at the expiration
         of the term of this Lease or any extension or renewal thereof in as
         reasonably as good condition as when received, subject to normal wear
         and tear (and subject to provisions hereof relating to condemnation and
         casualty) and surrender the Appurtenant Interests and shall have
         performed all of its obligations, if any, with respect to maintaining
         such Appurtenant Interests.

                  (b)      Tenant agrees that Landlord shall have no obligation
         under this Lease to make any repairs or replacements (including the
         replacement of obsolete components) to the Premises or the buildings or
         improvements thereon, or any alteration, addition, change, substitution
         or improvement thereof or thereto, whether structural or otherwise. The
         terms "repair" and "replacement" include, without limitation, the
         replacement of any portions of the Premises for which Tenant is
         responsible hereunder that have outlived their useful life during the
         term of this Lease (or any extensions or renewals thereof). Landlord
         and Tenant intend that the Rent received by Landlord shall be free and
         clear of any expense to Landlord for the construction, care,
         maintenance (including common area maintenance charges and charges
         accruing under easements or other agreements relating to the Premises),
         operation, repair, replacement, alteration, addition, change,
         substitution and improvement of or to the Premises. Upon the expiration
         or earlier termination of this Lease, Tenant shall remain responsible
         for, and shall pay to Landlord, any cost, charge or expense for which
         Tenant is otherwise responsible for hereunder attributable to any
         period (prorated on a daily basis) prior to the expiration or earlier
         termination of this Lease.

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                  (c)      Tenant acknowledges and agrees that the Premises are
         and shall be leased by Landlord to Tenant in its present "AS IS"
         condition, and that Landlord makes absolutely no representations or
         warranties whatsoever with respect to the Premises or the condition
         thereof. Tenant acknowledges that Landlord has not investigated and
         does not warrant or represent to Tenant that the Premises are fit for
         the purposes intended by Tenant or for any other purpose or purposes
         whatsoever, and Tenant acknowledges that the Premises are to be leased
         to Tenant in their existing condition, i.e., "AS IS", on and as of the
         Effective Date.

6.       CONDEMNATION

                  (a)      In the event a Material Taking shall occur during the
         term of this Lease or any extension or renewal, then in such event,
         Tenant shall have the option of terminating this Lease as of a date no
         earlier than the date of such Material Taking, such termination date to
         be specified in a written notice of termination to be given by Tenant
         to Landlord not fewer than fourteen (14) days prior to the date on
         which possession of the Premises, or the affected part thereof, must be
         surrendered to the condemning authority or its designee.

                  (b)      In the event of any Taking which does not constitute
         a Material Taking or in the event Tenant does not elect to terminate
         this Lease upon the occurrence of a Material Taking, then this Lease
         shall terminate only with respect to the portion of the Premises taken
         by such Taking and Landlord shall make its award available to Tenant
         and Tenant shall, to the extent of the award from such Taking (which
         term "award" shall mean the net proceeds after deducting expenses of
         any settlement, or net purchase price under a sale in lieu of a
         Taking), promptly restore or repair the Premises (except those items of
         Tenant's Property which Tenant is permitted to remove under the terms
         of this Lease unless the award expressly includes compensation for such
         items) to substantially the same condition as existed immediately prior
         to such Taking insofar as is reasonably possible. If the estimated cost
         of restoration or repair shall exceed the amount of Landlord's award,
         Tenant shall deposit with Landlord the amount of such excess. The award
         and any excess shall be held in trust by Landlord and made available by
         Landlord to Tenant, to the extent required herein, for the purpose of
         such restoration or repair. A just and proportionate part of the Rent
         payable hereunder shall be abated from the date of such Taking until
         ten (10) days after Tenant has restored the same and thereafter the
         Rent shall be reduced in proportion to the reduction in the then rental
         value of the Premises after the Taking in comparison with the rental
         value prior to the Taking. Landlord and Tenant shall make a good faith
         determination of the rental value of the Premises after such Taking
         based upon the negative economic impact of the Taking upon the
         profitability of the business of Tenant conducted at the Premises. If
         the award (excluding any portion of the award belonging to Tenant
         pursuant to Paragraph 6(c) below) shall exceed the amount spent or to
         be spent promptly to effect such restoration, repair or replacement,
         such excess shall unconditionally belong to Landlord and shall be paid
         to Landlord.

                  (c)      In the event of any Taking that does not result in
         the termination of this Lease, Tenant shall not be entitled (except for
         use in reconstruction as set forth herein) to

                                       10
<PAGE>

         any part of the compensation or award given Landlord for the Taking of
         the Land, but Tenant shall have the right to recover from the
         condemning authority such compensation as is specifically awarded to
         Tenant (i) to reimburse Tenant for any Taking of Tenant's Property or
         for any cost which Tenant may incur in removing Tenant's Property from
         the Premises and (ii) for loss of Tenant's business.

                  (d)      If this Lease is terminated by reason of a Taking,
         then Landlord shall be entitled to receive the entire award in any such
         condemnation or eminent domain proceedings or purchase in lieu thereof
         and Tenant hereby assigns to Landlord all of its right, title and
         interest in and to all and any part of such award, provided, however,
         Tenant shall be entitled to receive any award specifically made to
         reimburse Tenant for any Taking of Tenant's Property, moving expenses
         or business losses.

7.       TAXES AND ASSESSMENTS

                  (a)      Except as set forth herein, Tenant shall pay prior to
         delinquency all taxes and assessments which may be levied upon or
         assessed against the Land and all the improvements located thereon (and
         the Appurtenant Interests to the extent levied upon or assessed against
         Tenant as the direct or indirect beneficiary of such Appurtenant
         Interests) with respect to any Lease Year and all taxes and assessments
         of every kind and nature whatsoever arising in any way from the use,
         occupancy or possession of the Land and all the improvements located
         thereon (and the Appurtenant Interests to the extent levied upon or
         assessed against Tenant as the direct or indirect beneficiary of such
         Appurtenant Interests) with respect to any Lease Year, together with
         all taxes levied upon or assessed against Tenant's Property with
         respect to any Lease Year. To that end, except as otherwise expressly
         provided below, Landlord shall not be required to pay any taxes or
         assessments whatsoever which relate to or may be assessed with respect
         to any Lease Year against this Lease, the Rent and other amounts due
         hereunder, the Premises or Tenant's Property; provided, however, that
         any taxes or assessments which may be levied or assessed against the
         Land and all the improvements located thereon (and the Appurtenant
         Interests to the extent levied upon or assessed against Tenant as the
         direct or indirect beneficiary of such Appurtenant Interests) for a
         period ending after the termination hereof shall be prorated between
         Landlord and Tenant as of such date. Landlord agrees to provide to
         Tenant, within ten (10) business days after its receipt thereof, any
         tax bills and other legal or governmental notices relating to the
         Premises that Landlord receives. Notwithstanding any terms of this
         Lease to the contrary, nothing contained in this Paragraph 7 or
         elsewhere in this Lease shall obligate Tenant to pay (i) any income,
         profit, franchise or similar tax that may be imposed upon or assessed
         against Landlord with respect to the Rent and income derived from this
         Lease under any law now in force or hereafter enacted, or (ii) to pay
         any inheritance, estate, succession, gift or any form of property
         transfer tax which may be assessed or levied against Landlord
         (excluding any real estate assessments based on value after a transfer
         to a third party).

                  (b)      Within thirty (30) days after Tenant receives any
         paid receipted tax bills relating to the Premises, Tenant shall furnish
         Landlord with copies thereof. Tenant may, at its option, contest in
         good faith and by appropriate and timely legal proceedings any tax or
         assessment relating to the Premises; provided, however, that Tenant
         shall

                                       11
<PAGE>

         indemnify and hold Landlord harmless from any loss or damage resulting
         from any such contest, and all expenses of the same (including, without
         limitation, all attorneys' and paralegal fees, and court and other
         costs) shall be paid solely by Tenant. Landlord shall, at the request
         of Tenant, execute or join in the execution of any instruments or
         documents necessary in connection with such contest or proceedings, but
         Landlord shall incur no cost or obligation thereby.

8.       COMPLIANCE, UTILITIES, SURRENDER

                  (a)      Tenant, at its expense shall (i) promptly comply in
         all material respects with all municipal, county, state, federal and
         other governmental requirements and regulations, whether or not
         compliance therewith shall require structural or other changes in the
         Land and the improvements thereon (and the Appurtenant Interests to the
         extent properly imposed upon Tenant as the direct or indirect
         beneficiary of such Appurtenant Interests); (ii) obtain and maintain
         all permits, licenses and other authorizations required for the use of
         the Premises or any part thereof then being made by Tenant and for the
         lawful and proper installation, operation and maintenance by Tenant of
         all equipment and appliances necessary or appropriate for the operation
         and maintenance of the Land and the improvements thereon (and the
         Appurtenant Interests to the extent properly imposed upon Tenant as the
         direct or indirect beneficiary of such Appurtenant Interests); and
         (iii) comply in all material respects with all easements, restrictions,
         reservations and other instruments of record applicable to the
         Premises, including without limitation, any requirement in such
         instruments on behalf of the owner or occupant of the Land and
         improvements thereon (and the direct or indirect beneficiary of the
         Appurtenant Interests) to obtain and maintain insurance, and whether
         now in effect or recorded during the term of this Lease, provided,
         however that Landlord shall not execute or record any easements,
         restrictions or other instruments against or affecting the Premises
         without the prior written consent of Tenant. Tenant shall indemnify and
         save Landlord harmless from all expenses and damages by reason of any
         notices, orders, violations or penalties filed against or imposed upon
         the Premises, or against Landlord as owner thereof, because of Tenant's
         failure to comply with this paragraph. Notwithstanding the foregoing,
         Tenant shall be entitled to contest any governmental requirement,
         restriction or other matter described above so long as all costs
         incurred in connection therewith are paid by Tenant.

                  (b)      Tenant shall pay all charges for heat, water, gas,
         sewage, electricity and other utilities used or consumed on the Land
         and the improvements thereon (and the Appurtenant Interests to the
         extent properly imposed upon Tenant as the direct or indirect
         beneficiary of such Appurtenant Interests) during the term hereof and
         shall contract for the same in its own name. Landlord shall not be
         liable for any interruption or failure in the supply of any such
         utility service to the Premises, except to the extent such interruption
         or failure results from the willful misconduct or gross negligence of
         Landlord or its agents, employees or contractors.

                  (c)      Tenant shall peacefully surrender possession of the
         Premises (excluding Tenant's Property), to Landlord at the expiration,
         or earlier termination, of the original term of this Lease or any
         extension or renewal thereof.

                                       12
<PAGE>

9.       QUIET ENJOYMENT

         Landlord covenants and warrants that Landlord has full power and
authority to enter into this Lease, and that Tenant shall have and enjoy full,
quiet and peaceful possession of the Premises, its appurtenances and all rights
and privileges incidental thereto during the term hereof and any extension or
renewal thereof, subject to the provisions of this Lease and any easements,
restrictions, reservations and other instruments of record applicable to the
Premises and in existence at the time of the conveyance of the Premises to
Landlord by Tenant or thereafter (subject, however, to the restriction on
Landlord's ability to execute and record such easements, restrictions and
instruments, as described in Paragraph 8 above). Landlord agrees to cause the
holder of any mortgage now or hereafter relating to the Premises to execute and
deliver to Tenant a Subordination and Nondisturbance Agreement in the form
contemplated by Paragraph 18.

10.      OPTION TO RENEW

         Tenant shall have four (4) successive five (5) year options to extend
the original term of this Lease for up to an additional twenty (20) years upon
the same terms, covenants, conditions and rental as set forth herein, provided
that Tenant is not in Default (as hereafter defined, beyond applicable periods
of notice and cure) hereunder at the commencement of the applicable option
period. In the event Tenant elects not to exercise the option to extend the term
hereof for the next succeeding five (5) year option period, Tenant shall give
written notice to Landlord not less than six (6) months prior to the
then-existing expiration date of the term hereof. Should Tenant fail to give
Landlord such timely written notice during the required period, this Lease shall
automatically renew for the next succeeding five (5) year option period pursuant
to the terms hereof.

11.      NONCOMPETE

         Tenant shall not own an interest in, or operate, an O'Charley's
Restaurant (other than the restaurant at the Premises or any O'Charley's
Restaurant currently operating as of the date hereof) within a one (1) mile
radius of the Land during the term of this Lease and any renewals hereof.
Violation of this covenant shall, at Landlord's option, be and constitute a
default hereunder and, because the parties agree that damages would not be an
adequate remedy, Tenant hereby agrees that Landlord shall be entitled to
equitable relief, including injunctive relief and specific performance in
addition to any remedy available at law. Tenant further agrees that the
restrictions and the duration of such restrictions set forth in this paragraph
are reasonable under the circumstances and in particular, in relation to
Tenant's restaurant business. Notwithstanding the foregoing, the requirements of
this Paragraph 11 shall not apply to (a) any O'Charley's Restaurant in which
Tenant owns an interest or operates as of the Effective Date, or (b) any other
type or concept of restaurant (other than an O'Charley's Restaurant) now or
hereafter owned or operated by Tenant.

12.      DEFAULT

                  (a)      If any one or more of the following events occur,
         said event or events shall hereby be referred to as a "Default":

                                       13
<PAGE>

                  (i)      If Tenant fails to pay Rent or any other charges
         required (x) under this Lease or at Landlord's option, under any other
         lease or agreement dated as of the date hereof or within ninety (90)
         days of the date hereof with Landlord or an affiliate of Landlord when
         same shall become due and payable, provided, however, the aggregate of
         all amounts in default under such Leases exceeds the sum of Fifty
         Thousand Dollars ($50,000.00), and (y) such failure continues for ten
         (10) days or more after written notice from Landlord. In the event of
         any such default, Landlord shall be entitled to the default interest
         rate specified in the applicable leases (if any) during the term of any
         such default, and any of Tenant's monies deposited with Landlord shall
         be immediately and irrevocably assigned to Landlord to apply to any
         obligations of Tenant owed to Landlord in any manner Landlord deems
         necessary.

                  (ii)     If Tenant shall fail to perform or observe any term,
         condition, covenant, agreement, or obligation required: (x) under this
         Lease or at Landlord's option, any other lease or other agreement dated
         as of the date hereof or within ninety (90) days of the date hereof
         with Landlord or an affiliate of Landlord; and (y) such failure
         continues for thirty (30) days after written notice from Landlord
         (except that such thirty (30) day period shall be automatically
         extended for such additional period of time as is reasonably necessary
         to cure such Default, if such Default cannot reasonably be cured within
         such period, provided Tenant is in the process of diligently curing the
         same).

                  (iii)    If Tenant fails to continuously operate its business
         upon the Land except for temporary periods of closure caused by
         casualty, condemnation, repairs, Acts of God, or temporary and
         reasonable periods of remodeling or while actively seeking to sublease
         or assign the Premises, not to exceed (in any such event) two hundred
         seventy (270) days (plus any additional period as may reasonably be
         required in order to repair or restore the Premises following a
         casualty or condemnation so long as Tenant has been diligently
         proceeding with such repair or restoration) in any Lease Year without
         first obtaining Landlord's written approval.

                  (iv)     If Tenant shall make an assignment for the benefit of
         creditors or file a petition, in any federal or state court, in
         bankruptcy or reorganization, or make an application in any such
         proceedings for the appointment of a trustee or receiver for all or any
         portion of its property.

                  (v)      If any petition shall be filed under federal or state
         law against Tenant in any bankruptcy, reorganization, or insolvency
         proceedings, and said proceedings shall not be dismissed or vacated
         within ninety (90) days after such petition is filed.

                  (vi)     If a receiver or trustee shall be appointed under
         federal or state law for Tenant for all or any portion of the property
         of Tenant, and such receivership or trusteeship shall not be set aside
         within ninety (90) days after such appointment.

Notwithstanding the foregoing, a default under any such other lease or agreement
as of the date hereof or within ninety (90) days of the date hereof with
Original Tenant that has been (x) assigned to or become the subject of a
sublease with a franchisee of Original Tenant (and provided such franchisee is
not then in monetary default under such other lease or agreement), or

                                       14
<PAGE>

(y)sold and assigned by Original Tenant to an unrelated third party, shall not
be deemed to be, or considered in determining the existence of, a Default
hereunder. Likewise, a Default hereunder shall not be deemed to be, or
considered in determining the existence of, a default under any such other lease
or agreement as of the date hereof or within ninety (90) days of the date hereof
originally with Original Tenant that has been (xx) assigned to or become the
subject of a sublease with a franchisee of Original Tenant or (yy) sold and
assigned by Original Tenant to an unrelated third party.

                  (b)      During the continuance of any one or more of the
         aforementioned Defaults which are not cured within the cure period
         applicable thereto, if any, Landlord shall have the right, in addition
         to any other rights and remedies, to terminate this Lease by giving
         written notice of same to Tenant. Upon such notice, this Lease shall
         cease and expire, and Tenant shall surrender the Premises to Landlord.
         Notwithstanding such termination, Tenant's liability and obligation
         under all provisions of this Lease, including the obligation to pay
         Rent and any and all other amounts due hereunder shall survive and
         continue. In lieu of Tenant's continuing obligations hereunder (and as
         final liquidated damages therefor), during the continuance of Tenant's
         Default under this Lease, Landlord may, by notice to Tenant, accelerate
         the monthly installments of Rent due hereunder for the remaining term
         of this Lease. If Landlord does accelerate the Rent due hereunder, then
         the accelerated Rent shall be equal to the Rent which accrued prior to
         the date of termination, plus the Rent that would have accrued during
         the balance of the term (not including any renewal (term(s) not
         theretofore exercised by Tenant) of the Lease (as if this Lease had not
         been terminated), less the fair rental value of the Premises for the
         corresponding period, plus any and all reasonable expenses which
         Landlord may have incurred in re-letting the Premises including, but
         not limited to, allocable overhead, reasonable alterations to the
         building to protect the integrity of existing improvements or to
         facilitate reletting of the existing improvements and the Premises,
         leasing, construction, architectural, reasonable legal and accounting
         fees. The accelerated Rent shall be discounted to present value at an
         annual interest rate equal to eight and one-half percent (8.5%). Tenant
         hereby expressly agrees that its occupation of the Premises after any
         such termination constitutes forcible detainer (or equivalent) as is
         defined by the law in force in the jurisdiction in which the Land is
         located. Tenant further agrees that in the event of a Default, any
         monies deposited by Tenant with Landlord shall be immediately and
         irrevocably assigned and released to Landlord (without further action
         by Landlord or Tenant) to be applied by Landlord against any and all of
         Tenant's obligations under this Lease, in any manner as Landlord may
         determine.

                  (c)      If this Lease shall terminate as provided
         hereinabove, Landlord may re-enter the Premises and remove Tenant, its
         agents and subtenants, together with all or any of Tenant's Property,
         by suitable action at law, or by force. Tenant waives any right to the
         service of any notice of Landlord's intention to re-enter and Landlord
         shall not be liable in any way in connection with any action it takes
         pursuant to this paragraph. Notwithstanding such re-entry or removal,
         Tenant's liability under this Lease shall survive and continue unless
         Tenant has paid in full the liquidated damages set forth in Paragraph
         12(b) above.

                                       15
<PAGE>

                  (d)      In case of re-entry, repossession or termination
         (following a Default) of this Lease (unless Landlord exercises its
         right to liquidated damages as described above), Tenant shall remain
         liable for Rent, any additional rent and all other charges provided for
         in this Lease for the otherwise remaining term of this Lease as and
         when due hereunder, and any and all expenses which Landlord may have
         incurred in re-entering the Premises including, but not limited to,
         allocable overhead, alterations to the building, leasing, construction,
         architectural, legal and accounting fees. Landlord shall have the
         right, but not the obligation (provided, however, that Landlord shall
         use reasonable efforts to mitigate Tenant's damages), to relet the
         whole or part of the Premises upon terms which Landlord, in its
         reasonable discretion, deems appropriate and Tenant shall be
         responsible for all expenses incurred by Landlord in reletting or
         attempting to relet and all rent collected from reletting shall be
         credited against all of Tenant's obligations hereunder.

                  (e)      In the event of a Default, Landlord may, at its sole
         option, enter upon the Premises, if deemed necessary by Landlord in its
         sole discretion, and/or do whatever may be deemed necessary by Landlord
         in its sole discretion to cure such Default by Tenant. Tenant shall pay
         to Landlord within five (5) days after Landlord's request, all costs
         incurred by Landlord in connection with Landlord's curing of such
         Default. In addition to the above costs, in the event Landlord does not
         receive payment from Tenant when due under this Paragraph 12(e), then
         interest at the rate of ten percent (10%) per annum or, if less, the
         highest rate allowable by law, shall be due and payable with respect to
         such payment from the due date thereof until Landlord receives such
         payment.

                  (f)      In the event of a Default, if Landlord engages legal
         counsel in connection with the enforcement of any of the terms and
         provisions of this Lease, then, in addition to all other sums due from
         Tenant to Landlord under this Lease, Tenant shall pay to Landlord (if
         Landlord is the prevailing party) any and all attorneys' fees,
         paralegal fees, and legal costs and expenses incurred by Landlord,
         whether or not judicial proceedings are filed, and including on appeal
         and in any bankruptcy proceedings.

                  (g)      Notwithstanding the foregoing, in the event Tenant
         fails (beyond any applicable cure periods set forth herein) to (1)
         maintain and keep in full force and effect any or all of the insurance
         policies required pursuant to Paragraph 4 of this Lease, or (2) pay
         when due any and all taxes and/or assessments levied or assessed
         against the Premises, then in the event Landlord does not terminate
         this Lease, and at Landlord's request and in Landlord's sole
         discretion, Tenant shall escrow funds for payment of such insurance
         premiums and taxes and assessments in the following manner:

                  (i)      Tenant shall immediately pay to Landlord all sums
         expended by Landlord, plus an additional ten percent (10%) thereof
         (which shall not be a penalty, but shall instead become part of the
         "Escrow Funds" described below), for purposes of: (1) bringing current
         or reinstating or purchasing the insurance required under Paragraph 4
         of this Lease; and/or (2) paying all taxes and assessments which are
         past due or currently due. Thereafter, Tenant shall pay to Landlord on
         the first (1st) business day of each month along with the monthly
         payment of Rent a sum (the "Escrow Funds") equal to one-twelfth
         (1/12th) of: (A) the yearly premium(s) for the insurance required to be
         maintained by Tenant pursuant to Paragraph 4 of this Lease; and/or (B)
         the annual taxes

                                       16
<PAGE>

         and assessments levied or assessed against the Premises as reasonably
         estimated by Landlord, based on the prior year's taxes and assessments
         levied or assessed against the Premises.

                  (ii)     Landlord shall apply the Escrow Funds to pay said
         insurance and/or taxes and assessments. No interest shall be payable by
         Landlord on the Escrow Funds unless required by applicable law, in
         which event all such interest shall be first applied by Landlord to pay
         such insurance premiums and/or taxes and assessments. Landlord shall
         provide to Tenant an annual accounting of the Escrow Funds in
         Landlord's normal format showing credits and debits to the Escrow Funds
         and the purpose for which each debit to the Escrow Funds was made.

                  (iii)    If the amount of the Escrow Funds held by Landlord at
         the time of the annual accounting thereof shall exceed the amount
         deemed necessary by Landlord to provide for the payment of such
         insurance premiums and/or taxes and assessments as they become due,
         such excess shall be credited to Tenant against the next monthly
         installment or installments of Escrow Funds due. If at any time the
         amount of the Escrow Funds held by Landlord shall be less than the
         amount deemed necessary by Landlord to pay such insurance premiums
         and/or taxes and assessments as they become due, Tenant shall pay to
         Landlord any amount necessary to make up the deficiency within thirty
         (30) days after written notice from Landlord to Tenant requesting
         payment thereof.

                  (iv)     The foregoing Escrow Funds arrangement shall
         terminate if Tenant fully and faithfully complies with the provisions
         of this Paragraph 11(g) for a period of twenty-four (24) consecutive
         months. Upon the termination or expiration of this Lease or upon
         termination of the foregoing Escrow Funds arrangement pursuant to the
         preceding sentence, Landlord shall promptly refund (or credit to Tenant
         against amounts due to Landlord in the case of termination due to
         Tenant's Default) any Escrow Funds held by Landlord.

                  (h)      The rights and remedies of Landlord set forth herein
         shall be in addition to any other right and remedy now or hereafter
         provided by law, and all such rights and remedies shall be cumulative.
         No action or inaction by Landlord shall constitute a waiver of any
         Default, and no waiver of any Default shall be effective unless it is
         in writing, signed by Landlord.

13.      HOLDING OVER

         In the event Tenant remains in possession of the Premises after the
expiration of this Lease without executing a new written lease acceptable to
Landlord and Tenant, Tenant shall occupy the Premises as a tenant from month to
month subject to all the terms hereof (except as modified by this Paragraph),
but such possession shall not limit Landlord's rights and remedies by reason
thereof nor constitute a holding over. In the event of such month to month
tenancy, the monthly installment of Rent due for each such month shall increase
to be one hundred fifty percent (150%) the monthly installment thereof which was
payable during the last month of the term of this Lease.

                                       17
<PAGE>

14.      WAIVER OF SUBROGATION

         Notwithstanding anything in this Lease to the contrary, other than
Tenant's obligations to repair, restore or rebuild described in Paragraph 4 of
this Lease, neither party shall be liable to the other for any damage or
destruction of the Premises resulting from fire or other casualty covered by
insurance required of either party hereunder, whether or not such loss, damage
or destruction of the Premises is caused by or results from the negligence of
such party (which term includes such party's officers, employees, agents and
invitees), and each party hereby expressly releases the other from all liability
for or on account of any said insured loss, damage or destruction, whether or
not the party suffering the loss is insured against such loss, and if insured
whether fully or partially. Notwithstanding the foregoing, the waiver and
release provisions set forth above shall not apply with respect to an action of
either party hereto that has the effect of voiding the applicable insurance or
otherwise preventing recovery thereof. Each party shall procure all endorsements
of insurance policies carried by it necessary to protect the other from any
right of subrogation and/or liability in the event of such loss.

15.      LANDLORD'S LIEN FOR RENTS

         As security for Tenant's payment of Rent and all other payments
required to be made by Tenant hereunder (including, by way of illustration only,
taxes, damage to the Premises, court costs, and attorneys' fees) Tenant
acknowledges Landlord's lien to the extent granted by statute or common law upon
all of Tenant's Property now or hereafter located upon the Premises; provided,
however, that the foregoing language shall not be deemed to grant a lien or
security interest to Landlord if the State in which the Premises is located does
not create such lien by statute or common law. The lien herein provided shall be
subordinate to the lien of any chattel mortgage, collateral assignment or
security interest given by Tenant to any seller of Tenant's Property or to any
creditor that has made a loan to Tenant that is secured by such Tenant's
Property. During the continuance of a Default, Landlord may enter upon the
Premises and take possession of Tenant's Property, or any part thereof, and may
sell all or any part of Tenant's Property at public or private sale in one or
successive sales, upon ten (10) business days' prior written notice, to the
highest bidder for cash and on behalf of Tenant. Landlord may sell and convey
Tenant's Property, or any part thereof, to such bidder, delivering to such
bidder all of Tenant's title and interest in such property sold to such bidder.
The proceeds of such sale shall be applied by Landlord first toward the costs of
such sale and then toward the payment of all sums due from Tenant to Landlord
under this Lease. Notwithstanding anything above to the contrary, in connection
with Tenant's financing of Tenant's Property, Landlord agrees to subordinate any
lien provided in this paragraph to which it may be entitled, and agrees to
execute a Subordination of Landlord's Lien in the form of Exhibit "D" attached
hereto or such other customary documents requested by an entity providing such
financing to evidence such subordination, provided the form and content of any
such subordination are reasonably satisfactory to Landlord and its counsel. As
part of such subordination, Landlord agrees to permit such entity providing such
financing to store equipment, fixtures or furnishings at the Premises for a
period not to exceed thirty (30) days (or Landlord may remove such equipment,
fixtures or furnishings at such financing entity's expense), or to remove such
Tenant's Property from the Premises following reasonable notice to Landlord,
provided such financing entity restores the Premises including without
limitation, the covering and sealing of holes in the roof or outside walls
caused by such removal and repairs all other damage caused by such removal.

                                       18
<PAGE>

Notwithstanding the foregoing, (x) in no event shall any lien or security
interest granted to Landlord pursuant to this Paragraph 15 including any
equipment, trade fixtures or other property that is leased to Tenant pursuant to
an equipment lease, and (y) Landlord hereby waives any statutory "landlord's
lien" or other interest in and to any equipment, trade fixtures or other
property that is leased to Tenant pursuant to an equipment lease.

16.      ASSIGNMENT AND SUBLETTING

                  (a)      Except as set forth in Paragraph 16(b) hereof, Tenant
         shall not have the right, without first obtaining Landlord's prior
         written consent (which consent may not be unreasonably withheld) to
         assign this Lease or sublet any part or all of the Premises to any
         party for any purpose. If Tenant is not then (or after consummation
         will not then be) a publicly traded company, a change in ownership of
         the controlling interest of Tenant, which shall mean the sale,
         assignment or other transfer, in a single transaction or a series of
         related transactions of 50.1% or more of the outstanding common stock
         of Tenant (without regard to any sale, assignment, gift or other
         transfer to any spouse or direct descendent of any holder of such
         common stock as of the date hereof) to any "person" or "group" within
         the meaning of Section 13(d)(3) of the Securities and Exchange Act of
         1934 as amended. Notwithstanding the foregoing, any change in ownership
         of any shares of Tenant's stock shall not constitute an assignment for
         the purposes of this subparagraph if Tenant is a publicly traded
         company at such time. Landlord agrees to provide its consent to an
         assignment or subletting so long as: (i) such assignment or subletting
         would not violate the terms of any then agreement of record applicable
         to the Premises in effect prior to the Effective Date or agreements
         recorded on or after the Effective Date as long as Tenant has consented
         in writing to the terms, if any, of such agreements recorded on or
         after the Effective Date which materially affect assignment rights
         granted in this Paragraph or the permitted use of the Premises, and
         (ii) such assignee or subtenant has a net worth of $2,500,000 or more
         and which such assignee or subtenant then presently operates not less
         than five (5) restaurant units, and (iii) the proposed use does not
         violate any applicable governmental codes or regulations, and (iv) the
         proposed use is not "noxious or offensive" as defined in Paragraph 19
         hereof, and (v) the assignee or subtenant has the financial capacity to
         meet the obligations imposed on it by this Lease (as reasonably
         determined by Landlord), and (vi) such assignment will not result in
         the downgrade of any bonds issued in connection with a net lease
         securitization of this Lease. No assignment or subletting or consent
         thereto by Landlord shall relieve Tenant of its liability for the
         continued performance of all terms, covenants and conditions of this
         Lease, including without limitation the payment of all Rent and other
         charges thereunder. Likewise, as a condition of any such assignment by
         Tenant, the assignee shall be required to execute and deliver to
         Landlord, upon the effective date of such assignment, an agreement, in
         recordable form, whereby such assignee assumes and agrees to discharge
         all obligations of Tenant under this Lease.

                  (b)      Notwithstanding the foregoing Paragraph 16(a) hereof,
         Tenant shall have the right to sublet the Premises, and to assign or
         otherwise transfer its interest in, to and under this Lease, to (i) an
         affiliate or an operating subsidiary of Tenant, (ii) a franchisee of
         Original Tenant, (iii) any surviving corporation resulting from a
         merger or consolidation of Tenant with any other corporation, or (iv)
         any entity which purchases or

                                       19
<PAGE>

         otherwise acquires all or substantially all of the assets of Tenant,
         all without Landlord's approval.

                  (c)      Prior to any permitted assignment or subletting
         hereunder, Tenant shall deliver to Landlord written notice of such
         assignment or subletting, together with: (i) a copy of the assignment
         or subletting documents (including copies of any documents related
         thereto to be recorded); (ii) the name, address and telephone number of
         such assignee or sublet tenant and a designated contact person
         therefor; (iii) a new insurance policy and binder complying with the
         terms of this Lease and naming such assignee or sublet tenant as the
         tenant of the Premises; and (iv) an agreement executed by such assignee
         or sublet tenant, in recordable form, whereby such assignee or sublet
         tenant assumes and agrees to discharge all obligations of Tenant under
         this Lease.

                  (d)      Subject to the provisions of Paragraph 17, below,
         Landlord shall have the right without limitation to sell, convey,
         transfer or assign its interest in the Premises or its interest in this
         Lease, and upon such conveyance being completed all covenants and
         obligations of Landlord under this Lease accruing thereafter (but not
         before such conveyance) shall cease, but such covenants and obligations
         shall run with the land and shall be binding upon the subsequent
         landlord or owners of the Premises or of this Lease. Commensurate with
         any such transfer, Landlord shall deliver all Escrow Funds then held by
         Landlord to the applicable transferee.

17.      RIGHT OF FIRST REFUSAL

                  (a)      Except in transactions consummated prior to the end
         of the fourth (4th) Lease Year, Landlord shall not at any time sell or
         convey or agree to sell or convey the Premises without first having
         complied with the requirements of this Paragraph 17. Provided that no
         Default exists or has occurred and is continuing, if Landlord shall
         desire to sell or convey the Premises and Landlord shall obtain an
         offer, acceptable to Landlord, to purchase the Premises, then Landlord
         shall submit a written copy of the offer to Tenant and shall give
         Tenant fourteen (14) days within which to elect to purchase the
         Premises on the precise terms and conditions of the offer (except that
         if the offer shall be in whole or in part for consideration other than
         cash, Tenant shall have the right to pay in cash the fair market value
         of such non-cash consideration). If Tenant elects to so purchase the
         Premises, Tenant shall give to Landlord written notice thereof
         ("Acceptance Notice") and the closing shall be held within sixty (60)
         days after the date of the Acceptance Notice, whereupon Landlord shall
         convey the Premises to Tenant. At the closing Landlord shall deliver to
         Tenant a special warranty deed (or local equivalent) and a bill of
         sale, sufficient to convey to Tenant fee simple title to the Premises
         free and clear of all liens, restrictions and encumbrances (other than
         those in existence as of the Effective Date). In the event Tenant shall
         elect not to so purchase the Premises, Landlord may thereafter sell the
         Premises only to the party making the offer or its assignee(s) and only
         in accordance with the terms thereof, unless a further offer is
         submitted to Tenant in accordance with this Paragraph 17. Any such sale
         of the Premises shall, in all events, be subject to this Lease.

                                       20
<PAGE>

                  (b)      In no event shall the provisions of this Paragraph 17
         or the rights and privileges of Tenant under this Paragraph 17 be
         construed as limiting in any manner any other rights granted elsewhere
         in this Lease to Tenant.

                  (c)      Notwithstanding anything to the contrary herein, the
         provisions of this Paragraph 17 shall not apply to (i) any sale or
         conveyance of the Premises in foreclosure sale (or similar proceeding)
         of a bona-fide mortgage or deed of trust or to any conveyance in lieu
         of foreclosure of such a mortgage or deed of trust, or to any transfer
         subsequent to a foreclosure sale or deed in lieu thereof in connection
         with the requirements of any rating agencies if the Lease is
         securitized, (ii) any sale or conveyance of the Premises which occurs
         during the existence of a Default hereunder, (iii) any sale,
         conveyance, alienation, mortgage, encumbrance, pledge or transfer of
         the beneficial ownership interest, membership interest or other equity
         interest in Landlord, or the change of the trustee, manager or other
         controlling person of the Landlord, or (iv) any transfer to any
         affiliate under the control of Landlord or its affiliates. Any and all
         references in this Lease to a "mortgage" shall also be deemed to refer
         to a deed of trust or deed to secure debt.

                  (d)      If Tenant shall have agreed to purchase the Premises
         pursuant to an offer under which the third party offeror was to acquire
         the Premises under and subject to the lien of any mortgage, Tenant may,
         at its option (but without any obligation to do so) purchase the
         Premises for cash free and clear of such mortgage but only if (i) the
         cash portion of the offer is increased by an amount equal to the
         principal and interest secured by the mortgage, and (ii) Tenant pays
         (in addition to the purchase price) all prepayment premiums or
         defeasance deposits, yield maintenance amounts, satisfaction fees and
         any and all other sums which become owing as a result of such
         prepayment or defeasance, as the case may be; all to the end and effect
         that Landlord will net the same amount as Landlord would have netted
         had the Premises been sold under and subject to the lien of the
         mortgage, pursuant to the offer.

                  (e)      The foregoing right of first refusal shall remain in
         existence notwithstanding its non-exercise with respect to any sale and
         shall be binding upon Landlord's successors in title.

18.      SUBORDINATION, NON DISTURBANCE, ATTORNMENT, ESTOPPEL CERTIFICATE.

                  (a)      Upon written request of the holder of any mortgage
         (which term "mortgage" shall also include deeds of trust or deeds to
         secure debt) granted by Landlord now or hereafter relating to the
         Premises, Tenant shall subordinate its rights under this Lease to the
         lien thereof and to all advances made or hereafter to be made upon the
         security thereof, and Tenant shall, within fourteen (14) days of the
         receipt of such request, execute, acknowledge and deliver an instrument
         substantially in the form of Exhibit "B" attached hereto or in other
         reasonable form customarily used by such encumbrance holder to effect
         such subordination so long as such form is consistent with the
         provisions of this Paragraph 18; provided, however, as a condition of
         all such subordinations, the holder of such mortgage shall be first
         required to agree with Tenant

                                       21
<PAGE>

         that, notwithstanding the existence of such mortgage or the foreclosure
         or other exercise of rights under any such first or other mortgage,
         Tenant's possession and occupancy of the Premises and its leasehold
         estate shall not be disturbed or interfered with nor shall Tenant's
         rights and obligations under this Lease (including without limitation
         Tenant's rights to use insurance and condemnation proceeds to repair
         and rebuild the Premises as contemplated hereby) be altered or
         adversely affected thereby so long as Tenant is not in Default.

                  (b)      Notwithstanding anything in Paragraph 18(a) above to
         the contrary, in the event the holder of any such mortgage elects to
         have this Lease be superior to its mortgage, then upon notification to
         Tenant to that effect by such encumbrance holder, this Lease shall be
         deemed prior to the lien of said mortgage, whether this Lease is dated
         prior or subsequent to the date of said mortgage, and Tenant shall
         execute, acknowledge and deliver an instrument, in the form customarily
         used by such encumbrance holder to effect such priority.

                  (c)      In the event proceedings are brought for the
         foreclosure of, or in the event of the exercise of the power of sale
         under any mortgage made by Landlord encumbering the Premises, or in the
         event of delivery of a deed in lieu of foreclosure under such a
         mortgage, Tenant shall attorn to the purchaser upon any such
         foreclosure or sale and recognize such purchaser as "Landlord" under
         this Lease; provided, however, that (i) so long as Tenant is not then
         in Default hereunder, this Lease and the leasehold estate hereby
         created will not be extinguished or terminated and the rights hereunder
         of Tenant will not be disturbed, affected or impaired by the
         foreclosure of such mortgage, delivery of a deed in lieu of foreclosure
         of such mortgage, or the exercise of other rights and remedies that
         such mortgage provides; (ii) Tenant shall not be named or joined as a
         party defendant or otherwise in any proceeding for the foreclosure of
         such mortgage or to enforce any rights under such mortgage: (iii) all
         condemnation awards and payments and all proceeds of insurance paid or
         payable with respect to the Premises shall continue to be applied and
         used in the manner set forth in this Lease; and (iv) neither such
         mortgage nor any other security instrument executed in connection
         therewith shall be construed as subjecting any of Tenant's Property to
         the lien thereof. Upon the request of such purchaser or Tenant, Tenant
         and such purchaser shall execute, acknowledge and deliver an
         instrument, in form and substance reasonably satisfactory to such
         purchaser and Tenant, evidencing such attornment and agreement of
         non-disturbance.

                  (d)      Each party agrees, within seven (7) days after
         written request by the other, to execute, acknowledge and deliver to
         and in favor of any proposed mortgagee, purchaser, assignee or
         subtenant of the Premises, an estoppel certificate, substantially in
         the form of Exhibit "C" attached hereto, stating, among other things
         (i) whether this Lease is in full force and effect, (ii) whether this
         Lease has been modified or amended and, if so, identifying and
         describing any such modification or amendment, (iii) the date to which
         Rent and other charges have been paid, and (iv) whether the party
         furnishing such certificate knows of any default on the part of the
         other party under this Lease, or has any claim against such party and,
         if so, specifying the nature of such default or claim.

                                       22
<PAGE>

                  (e)      Upon written notice to Tenant by the holder of any
         mortgage granted by Landlord encumbering the Premises, Tenant shall
         provide, in the manner set forth in Paragraph 20 hereof, concurrent
         notice to such encumbrance holder at the address specified in such
         notice, including a copy of any notice that Tenant is required to
         provide to Landlord hereunder in the event of any casualty damage to
         the Premises or in the event of any default on the part of Landlord
         under this Lease, and shall agree to allow such encumbrance holder the
         same period granted to Landlord, if any, after written notice to cure
         or cause the curing of such default before exercising Tenant's rights
         under this Lease, or terminating or declaring a default under this
         Lease. Upon written request of the encumbrance noted Tenant shall
         forthwith execute, acknowledge and deliver an agreement in favor of and
         in the form reasonably required by such encumbrance holder, by the
         terms of which Tenant shall agree to give prompt written notice to such
         encumbrance holder.

19.      USE OF PREMISES

         The use of the Premises by Tenant shall be limited to the operation of
an O'Charley's Restaurant, or such other use as may be made pursuant to a
permitted assignment of this Lease or subletting of the Premises, or such other
use as Landlord, in its sole discretion, otherwise may approve, in writing and
in advance, which approval shall not be unreasonably withheld. Landlord shall
not be required to approve (i) any use which Landlord deems to be "noxious or
offensive", which shall be defined to mean an off-track betting business,
massage parlor, blood bank, or adult or adult video rental store (which are
defined as stores in which thirty percent (30%) or more of the inventory is not
available for sale to children under eighteen (18) years old); or (ii) a
business, the primary or exclusive operation of which consists of a dance hall,
bar serving alcoholic beverages (excluding a restaurant with a bar so long as
such restaurant with bar derives less than forty percent (40%) of its gross
sales from alcohol), billiard or pool hall, bingo parlor, video game arcade or
night club. Except as provided in subparagraph 12(a)(iii) hereof, Tenant shall
continuously operate such restaurant on the Premises. Tenant shall at all times
maintain the Premises, to the extent required by Paragraph 5 hereof, and operate
its business in compliance in all material respects with all applicable
regulations and requirements of all county, municipal, state, federal and other
governmental authorities affecting the Premises which are now in force or which
are enacted during the term of this Lease (except to the extent that the
Premises are "grandfathered" under such regulations and requirements(s)), and
instruments of record affecting the Premises which are recorded prior to the
Effective Date and on or after the Effective Date so long as Tenant has
consented in writing to any instrument recorded on or after the Effective Date,
which consent shall not be unreasonably withheld.

20.      NOTICES

         All notices, approvals, consents and other communications required or
permitted to be given hereunder shall be in writing and shall be delivered by a
nationally recognized overnight courier or mailed by registered or certified
mail, postage prepaid, return receipt requested, addressed as follows:

                                       23
<PAGE>
         If to Landlord: ______________________
                         450 South Orange Avenue
                         Orlando, FL 32801-3336
                         Attention: Property Management
                         Fax: (407) 422-2933

         with copy to:   TIMOTHY J. MANOR, ESQUIRE
                         Office of the General Counsel
                         450 South Orange Avenue
                         14th Floor
                         Orlando, Florida 32801
                         Fax: (407) 650-1543

         If to Tenant:   ________________
                         3038 Sidco Drive
                         Nashville, Tennessee 37204
                         Attention: Chad Fitzhugh, CFO
                         Fax: (615) 782-5031

         with copy to:   BASS BERRY & SIMS PLC
                         315 Deaderick Street, Suite 2700
                         Nashville, Tennessee 37238
                         Attention: D. Mark Sheets
                         Fax: (615) 742-2758

         Any party may change its address for notices by written notice in like
manner as provided in this paragraph and such change of address shall be
effective seven (7) days after the date notice of such change of address is
given. Notice for purposes of this Lease shall be deemed given when it shall
have been received or refused from the U.S. certified or registered mail, or a
nationally recognized overnight courier, by the party who is the intended
recipient of such notice.

         With respect to any such notice, Tenant shall, and Landlord shall use
its best efforts to, simultaneously deliver a copy of such notice by facsimile
at the appropriate facsimile number above to the other party; provided however,
that certified mail or overnight courier delivery shall nevertheless be required
to effect proper notice hereunder.

21.      INDEMNIFICATION

         Tenant does hereby indemnify and exonerate Landlord against and from
all liabilities, losses, obligations, damages, penalties, claims, costs, charges
and expenses, including reasonable architects' fees, attorneys' fees, paralegal
fees, and legal costs and expenses incurred by Landlord, whether or not judicial
proceedings are filed, and including on appeal and in any bankruptcy
proceedings, which may be imposed upon or asserted against or incurred by
Landlord by reason of any of the following occurring during the term of this
Lease or renewal and any extension thereof:

                                       24
<PAGE>

                  (a)      any work or thing done by Tenant or its agent,
         employee or contractor in respect of construction of, in or to the
         Premises or any part of the improvements now or hereafter constructed
         on the Premises;

                  (b)      any use, possession, occupation, operation,
         maintenance or management of the Premises or any part thereof by Tenant
         or its agent, employee or contractor;

                  (c)      any failure by Tenant or its agent, employee or
         contractor to, or to properly, use, possess, occupy, operate, maintain
         or manage the Premises or any part thereof;

                  (d)      the condition, including environmental conditions
         which shall include the presence of mold or other naturally occurring
         bio-contaminants, of the Premises or any part thereof;

                  (e)      any negligence on the part of Tenant or any of its
         agents, contractors, servants, employees, licensees or invitees;

                  (f)      any accident, injury or damage to any person or
         property occurring in, on or about the Premises or any part thereof
         including any sidewalk adjacent thereto; or

                  (g)      any failure on the part of Tenant to perform or
         comply with any of the covenants, agreements, terms or conditions
         contained in this Lease on its part to be performed or complied with,
         provided, however that, notwithstanding any terms of this Lease to the
         contrary, nothing in this Paragraph 21 or elsewhere in this Lease shall
         obligate or require Tenant to indemnify, defend or hold Landlord
         harmless from and against any losses, liabilities, damages, costs,
         expenses, suits, judgments or claims arising from injury or damage
         during the term of this Lease or any extension or renewal thereof to
         person or property caused by the willful misconduct or gross negligence
         of Landlord or any of its agents, employees or contractors.

22.      COOPERATION

         Landlord shall fully cooperate with Tenant throughout the term of this
Lease and any extension or renewal thereof to secure or maintain proper zoning,
building and other permits and compliance with all applicable laws. Landlord
shall execute any petitions, requests, applications, easements and the like as
Tenant shall reasonably request in order to obtain any permit, license,
variances and approvals which, in the reasonable judgment of Tenant, are
necessary for the lawful construction and/or operation of Tenant's business on
the Premises, provided, however, that Tenant shall indemnify and hold Landlord
harmless from any and all expenses, costs, charges, liabilities, losses,
obligations, damages and claims of any type which may be imposed upon, asserted
against or incurred by Landlord by reason of the same.

23.      HOLD HARMLESS

         Tenant agrees to hold Landlord harmless against any and all claims,
damages, accidents and injuries to persons or property caused by or resulting
from or in connection with anything in or pertaining to or upon the Premises
during the term of this Lease or while Tenant is occupying

                                       25
<PAGE>

the Premises, except if such claim, damage, accident or injury shall be caused
by the actions or negligence of Landlord or its agents, employees or
contractors. Landlord shall not be liable to Tenant, Tenant's employees, agents,
invitees, licensees or any other person whomsoever for any injury to person or
damage to property on or about the Premises caused by the negligence or
misconduct of Tenant, or its agents, servants or employees or of any other
person entering the building on the Land under expressed or implied invitation
by Tenant or due to any other cause whatsoever, unless caused by the negligence
or neglect of Landlord, its employees or its authorized representatives.

24.      LANDLORD'S LIABILITIES

         Neither Landlord nor any partner, shareholder or beneficiary thereof
shall have any personal liability with respect to any of the provisions of this
Lease, and if Landlord is in default with respect to its obligations hereunder,
Tenant shall look solely to the interests of Landlord in the Premises.

25.      SUCCESSORS

         The covenants, conditions and agreements contained in this Lease shall
bind and inure to the benefit of Landlord and Tenant and their respective heirs,
legal representatives, successors and assigns.

26.      ENTIRE AGREEMENT, MEMORANDUM OF LEASE

         This Lease contains the entire agreement between the parties hereto and
may not be modified in any manner other than in writing signed by the parties
hereto or their successors in interest. A memorandum of this Lease shall be
executed by the parties and shall be recorded in the official records of the
county where the Premises are located.

27.      GENDER

         Whenever the context hereof permits or requires, words in the singular
may be regarded as in the plural and vice-versa, and personal pronouns may be
read as masculine, feminine and neuter.

28.      BROKERAGE FEES

         It is understood and agreed that neither party has incurred any real
estate brokerage fees or commissions arising out of this Lease and each party
agrees to hold the other harmless from and against all such fees and commissions
incurred, and costs related thereto including legal fees, as a result of its own
conduct or alleged conduct.

29.      CAPTIONS

         The captions of this Lease are for convenience only, and do not in any
way define, limit, disclose, or amplify terms or provisions of this Lease or the
scope or intent thereof.

                                       26
<PAGE>

30.      NOT A SECURITY ARRANGEMENT

         The parties hereto agree and acknowledge that this transaction is not
intended as a security arrangement or financing secured by real property, but
shall be construed for all purposes as a true lease.

31.      NET LEASE

         It is the intention of the parties hereto that this Lease is and shall
be treated as a triple net lease. Any present or future law to the contrary
notwithstanding, this Lease shall not terminate (except as expressly provided in
Paragraph 4(a) or Paragraph 6) nor shall Tenant be entitled to any abatement,
suspension, deferment, reduction (except as expressly provided in Paragraph 6
hereof), setoff, counterclaim, or defense with respect to Rent, nor shall the
obligations of Tenant hereunder be affected by reason of: (i) any damage to or
destruction of the Premises or any part thereof; (ii) any Taking of any Premises
or any part thereof or interest therein by condemnation or otherwise (except as
expressly provided in Paragraph 6(b) hereof); (iii) any prohibition, limitation,
restriction or prevention of Tenant's use, occupancy or enjoyment of the
Premises or any part thereof, or any interference with such use, occupancy or
enjoyment by any person or for any other reason unless arising or resulting from
the grossly negligent acts or willful misconduct of Landlord or its agents,
employees or contractors; (iv) any title defect or encumbrance or any matter
affecting title to the Premises or any part thereof unless arising or resulting
from Landlord's recordation of an encumbrance against the Premises in violation
of the provisions of this Lease; (v) any default by Landlord hereunder; (vi) any
proceeding relating to Landlord; (vii) any action of governmental authority;
(viii) any breach of warranty or misrepresentation; (ix) any defect in the
condition, quality or fitness for use of the Premises or any part thereof; or
(x) any other cause whether similar or dissimilar to the foregoing and whether
or not Tenant shall have notice or knowledge of any of the foregoing. The
parties intend that the obligations of Tenant hereunder shall be separate and
independent covenants and agreements and shall continue unaffected unless such
obligations shall have been modified or terminated in accordance with an express
provision of this Lease.

32.      WAIVER

         No waiver by Landlord of any provision hereof shall be deemed a waiver
of any other provision hereof or of any subsequent breach by Tenant of the same
or any other provision. Landlord's consent to, or approval of, any act as
required hereunder shall not be deemed to render unnecessary the obtaining of
Landlord's consent to or approval of any such subsequent act by Tenant. The
acceptance of Rent hereunder by Landlord shall not be a waiver of any preceding
Default by Tenant of any provision hereof, other than the failure of Tenant to
pay the particular Rent so accepted, regardless of Landlord's knowledge of such
preceding breach at the time of acceptance of such Rent.

33.      TIME OF THE ESSENCE

         Landlord and Tenant agree that time shall be of the essence of all
terms and provisions of this Lease.

                                       27
<PAGE>

34.      GOVERNING LAW

         This Lease shall be construed and governed in accordance with the laws
of the state in which the Premises are located without regard to conflict of law
principles.

35.      LEASE SECURITIZATION.

         Subject to Paragraph 17 hereof, Landlord reserves the right to assign,
transfer, participate, pledge, hypothecate or encumber, or any combination
thereof, all or any part of Landlord's interest in this Lease without Tenant's
consent. Without limiting the generality of the foregoing, Tenant acknowledges
that this Lease may be securitized, and Tenant agrees to cooperate in good faith
with Landlord's reasonable requests relating to the securitization program
process and requirements, and agrees and acknowledges that all information
relating to Tenant and this Lease required to be provided by Tenant to Landlord
under the terms of this Lease may be made available by Landlord to the other
participants in the lease securitization (subject to the limitations set forth
below), and Tenant agrees to assist Landlord in completing any documents
reasonably necessary to accomplish any such transfer and/or securitization
transaction (so long as Tenant's rights and entitlements under this Lease are
not reduced thereby), at Landlord's sole expense. Tenant hereby authorizes
Landlord to provide any information in Landlord's possession regarding Tenant in
all reports required as part of a lease securitization program or by any
governmental body that regulates Landlord, provided, however, that Landlord
shall not disclose Tenant's proprietary information, including, without
limitation, same store sales and store level profit and loss statements, which
is not otherwise available to third parties, without a confidentiality agreement
in the form attached hereto as Exhibit "E".

36.      ECONOMIC SUBSTITUTION

         In the event the Premises is damaged, rendered unuseable or otherwise
materially and adversely affected as a result of a casualty or a Taking, or in
the event Tenant determines in its reasonable business discretion, exercised in
good faith, that the Premises is unprofitable for the purposes for which the
same are then used pursuant to this Lease (for purposes hereof "unprofitable"
shall mean that for the most recent 24 months of operation at the Premises the
restaurant operation generated negative net cash flow), then Tenant may, at
Tenant's option, during the term of this Lease or any extensions thereof, give
written notice to Landlord of its intention to substitute another improved
property having an O'Charley's Restaurant located thereon, which shall have a
value no less than the greater of the following: (i) the then current value of
the Premises (using the same appraisal methodology used in valuing the then
current Landlord's acquisition of the Premises, including, without limitation,
discounted cash flow analysis, comparable market sales, lease analysis, etc.) as
established by a qualified independent appraiser selected by Landlord (who is a
member of the American Institute of Real Estate Appraisers); or (ii) the Total
Cost; provided, however, the substitute property meets all of Landlord's
underwriting requirements, including, but not limited to, confirmation that the
rating of any bonds or trust certificates issued in connection with a
securitization in which this Lease is included will not change as a result of
the substitution. Such other substitute property shall be subject to (iii)
Landlord's written approval which shall not be unreasonably withheld; and (iv)
the approval of any then mortgagee having an interest in the Premises. In
addition to any other requirements of this paragraph with respect to the
substitute property, it shall not be

                                       28
<PAGE>

unreasonable for Landlord to reject a substitute property based on: (x) an
unacceptable site inspection performed by Landlord or its agents, (y) Tenant's
failure to comply with any of Landlord's normal, commercially reasonable due
diligence and opinion letter requirements or (z) failure of the substitute
property to comply with any of Landlord's normal commercially reasonable due
diligence requirements. Landlord shall respond to any request by Tenant for
substitution within thirty (30) days after all required due diligence has been
received. The terms (including without limitation the rent amounts) of the
related lease for such substitute property shall be identical to this Lease,
except that the term shall be for the then remainder of the term of this Lease
(including any remaining renewal options). Tenant shall pay all reasonable costs
associated with the closing to effect the substitution. Upon Landlord's and any
mortgagee's approval of the substitution of the Premises, a closing of title
(whereby the Premises and any accompanying insurance proceeds and condemnation
awards shall be conveyed by Landlord to Tenant and the substitute property shall
be conveyed by Tenant to Landlord; at either party's request, the other party
shall cooperate with all reasonable requests in order to cause such transfers to
occur on a tax deferred basis) shall take place as soon as reasonably practical
thereafter, but in no event later than sixty (60) days after Tenant is notified
that the Landlord has approved the substitution. If the Landlord and the
Landlord's mortgagee (if any) do not approve such substitute property, Tenant
may submit other properties to the Landlord for the Landlord's (and the
Landlord's mortgagee, if any) approval.

37.      SEVERABILITY

         If any provision of this Lease becomes unenforceable for any reason,
such unenforceability shall not limit or impair the operation or validity of any
other provision of this Lease.

38.      JURISDICTION, VENUE

         If any party to this Lease institutes any lawsuit or other action or
proceeding against the other party and pertaining to this Lease, any right or
obligation of any party hereunder, breach of this Lease or otherwise pertaining
to the Premises, the sole and exclusive venue and jurisdiction for filing and
maintaining any such lawsuit or other action or proceeding shall be in the
jurisdiction where the Premises is located, and the parties to this Lease waive
the right to institute or maintain any such suit, action or proceeding in any
other courts or forums whatsoever. Each party by executing this Lease consents
and submits itself to the personal jurisdiction of such court. LANDLORD AND
TENANT MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT
TO A JURY TRIAL IN RESPECT OF ANY LITIGATION BASED ON THIS LEASE, ARISING OUT OF
THIS LEASE OR ANY OF THE OTHER RELATED DOCUMENTS OR ANY COURSE OF CONDUCT,
COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY
PARTY. THIS WAIVER IS GIVEN AS A MATERIAL INDUCEMENT TO LANDLORD TO ACCEPT THIS
LEASE.

39.      ATTORNEY'S FEES

         In the event of any litigation or other proceeding brought by either
party to enforce the other party's obligations under this Lease, to the extent
permitted by applicable law, the

                                       29
<PAGE>

prevailing party shall be entitled to recover all court costs, attorney's fees
and other costs and expenses incurred in connection therewith from the other
party.

40.      EASEMENTS

         During the term of this Lease and any extension or renewal thereof,
Landlord agrees to grant such utility easements on, over and above the Premises
as Tenant may reasonably request.

41.      CONSENT, APPROVAL

         Wherever in this Lease Landlord or Tenant is required to give its
consent or approval to any action on the part of the other, such consent or
approval must be in writing and shall not be unreasonably withheld or delayed or
conditioned upon the payment of money or the performance or assumption of
additional liabilities or obligations. In the event of failure to give any such
consent or approval, the other party shall be entitled to specific performance
and shall have such other remedies as are reserved to it under this Lease,
provided, however, that in no event shall Landlord or Tenant be liable in
monetary damages for failure to give its consent or approval unless consent or
approval is withheld maliciously or in bad faith.

                            [SIGNATURES ON NEXT PAGE]

                                       30
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed and sealed this
Lease Agreement to be effective as of the day and date first above written.

                                                      "LANDLORD"

Signed, Sealed and Delivered
in the presence of:


____________________________________
Name: ______________________________


____________________________________
Name: ______________________________        By:_________________________________
                                            Name:_______________________________
                                            Title:______________________________



                       [Insert Appropriate Notary Block]


                                       31
<PAGE>

                                                           "TENANT"

Signed, sealed and Delivered
in the presence of:

                                            By:_________________________________
______________________________________         _______________,
Name:_________________________________         _______________

                                            (CORPORATE SEAL)

______________________________________
Name:_________________________________


                       [Insert Appropriate Notary Block]


EXHIBITS ATTACHED

Exhibit "A" - Legal Description
Exhibit "B" - Subordination, Non-Disturbance and Attornment Agreement
Exhibit "C" - Estoppel Certificate
Exhibit "D" - Subordination of Landlord's Lien
Exhibit "E" - Confidentiality Agreement

                                       32
<PAGE>

                                   EXHIBIT "A"

                        LEGAL DESCRIPTION OF THE PREMISES

O'Charley's ____/___________, __________ County, _____________
<PAGE>

                                   EXHIBIT "B"

                         SUBORDINATION, NON-DISTURBANCE
                            AND ATTORNMENT AGREEMENT

          THIS AGREEMENT, made and entered into as of the _____ day of ________
__, 200__, by and between ___________________________________________, a
_________________, whose address is____________________________________________
___________ (hereinafter referred to as the "Lender"), ________________________
_____________________, a _______________, whose address is ____________________
_____________________________ (hereinafter referred to as the "Tenant"), and
_______________, a _____________, whose address is ___________________________
(hereinafter referred to as the "Landlord");

                              W I T N E S S E T H:

         WHEREAS, Lender is the holder of a mortgage loan (hereinafter referred
to as the "Loan") to Landlord, which Loan is secured by, inter alia, a
[[ Commercial Mortgage/Deed of Trust ]] and Security Agreement executed by
Landlord to and in favor of Lender (hereinafter referred to as the "Mortgage"),
encumbering the Landlord's property located at _______________________________,
in ___________ County, ________ (hereinafter referred to as the "Mortgaged
Premises"); and

         WHEREAS, Landlord has leased all or some portion of the Mortgaged
Premises (hereinafter referred to as the "Premises") to Tenant by Lease dated
______________________, 20___, as amended by __________________________ dated
__________________, 20___ (hereinafter collectively referred to as the "Lease")
as evidenced by a Memorandum of Lease of record in __________________ County,
______________________; and

         WHEREAS, Lender, in connection with the Loan, requires that the Lease
and all of the rights of Tenant thereunder be subordinated to the Mortgage and
all of the rights of Lender thereunder subject to the terms of this Agreement;
and

         WHEREAS, Tenant desires to receive certain assurances that its
possession of the Premises and its rights under the Lease will not be disturbed
in such event, and Lender is willing to grant certain assurances upon the terms
and conditions hereinafter set forth;

         NOW, THEREFORE, the parties hereto, in consideration of the mutual
covenants herein contained and intending to be legally bound, hereby agree as
follows:

         1.       Subject to the terms of this Agreement, the Lease and all of
the rights of Tenant thereunder shall be and are hereby declared to be and at
all times hereafter shall be and remain subject and subordinate in all respects
to the Mortgage and all of the rights of Lender thereunder. Notwithstanding such
subordination, Lender hereby agrees (on its behalf and on behalf of any
purchaser at foreclosure) that (a) so long as Tenant is not then in Default
under the Lease the Lease and the leasehold estate thereby created will not be
extinguished or terminated and the rights thereunder of Tenant will not be
disturbed, affected or impaired by the foreclosure of such
<PAGE>

Mortgage, delivery of a deed in lieu of foreclosure of such Mortgage, or the
exercise of other rights and remedies that the Mortgage provides; (b) Tenant
shall not be named or joined as a party defendant or otherwise in any proceeding
for the foreclosure of such Mortgage or to enforce any rights under the
Mortgage; (c) all condemnation awards and payments and all proceeds of insurance
paid shall be applied and used in the manner set forth in this Lease; and (d)
neither the Mortgage nor any other security instrument executed in connection
therewith shall be construed as subjecting in any manner to the lien thereof any
trade fixtures, business equipment, signs or other personal property at any time
supplied or installed by Tenant in or on the Premises, regardless of the manner
or mode of attachment thereof to the Premises. In the event that Lender succeeds
to the interest of Landlord under the Lease and/or title to the Premises, Tenant
shall not terminate or otherwise be disturbed in the event of a foreclosure of
the Mortgage or in the event of any other exercise of remedies thereunder so
long as Tenant is not in Default under the Lease beyond applicable cure period.
Tenant agrees to attorn to and to recognize Lender (as mortgagee in possession
or otherwise), or the purchaser at such foreclosure sale, as Tenant's landlord
for the balance of the term of the Lease, in accordance with the terms and
provisions thereof, but subject, nevertheless, to the provisions of this
Agreement, which Agreement shall be controlling in the event of any conflict.
Accordingly, from and after such event, Lender and Tenant shall have the same
remedies against one another for the breach of an agreement contained in the
Lease as Tenant and Landlord had before Lender (or such other purchaser)
succeeded to the interest of Landlord thereunder.

         2.       Notwithstanding Paragraph 1 above, Lender hereby agrees with
Tenant that, so long as Tenant and/or its permitted successors and assigns are
not in default under the Lease beyond applicable periods of notice and cure,
Tenant's possession of the Premises under the Lease and Tenant's rights and
entitlements under the Lease (including without limitation Tenant's rights to
use insurance and condemnation proceeds for repair and restoration as provided
in the Lease) shall not be disturbed, altered, adversely affected or interfered
with by Lender or any purchaser at foreclosure.

         3.       Tenant hereby agrees that Lender, or any purchaser at a
foreclosure sale, shall not be (a) liable for any act or omission of Landlord
under the Lease occurring prior to the date that Lender or such purchaser
acquires the Property and becomes the Landlord under this Lease, (b) subject to
any offsets or defenses which Tenant may have at any time hereafter against
Landlord with respect to any event occurring prior to the date that Lender or
such purchaser acquires the Property and becomes the Landlord under this Lease,
(c) bound by any rent which Tenant may have paid to Landlord for more than the
current month, and (d) bound by any amendment or modification of the Lease made
without Lender's prior written consent.

         4.       Tenant hereby agrees that any entity or person which at any
time hereafter becomes the landlord under the Lease, including, without
limitation, Lender or the purchaser at a foreclosure sale, shall be liable only
for the performance of the obligations of the landlord under the Lease which
arise and accrue during the period of such entity's or person's ownership of the
Premises.

         5.       Tenant hereby agrees that, thirty (30) days before exercising
any of its rights and remedies under the Lease in the event of any default by
Landlord thereunder, it shall send written notice to Lender at the address set
forth above, by certified mail, return receipt requested, of the

                                       2
<PAGE>

occurrence of any default by Landlord in the terms and provisions of the Lease
and describe with reasonable specificity the events constituting such default.
Tenant further agrees that with respect to any default of Landlord which would
entitle Tenant to cancel the Lease or offset or abate the rent payable
thereunder, any provision of the Lease to the contrary notwithstanding, no such
cancellation or offset or abatement of rent shall be effective unless Lender
shall have received notice in the form and manner required by the provisions of
this Paragraph, and shall have failed within thirty (30) days of the date of
receipt of such notice to cure or cause to be cured, or if such default cannot
be cured within such thirty (30) day period, shall have failed to commence and
diligently prosecute the cure of, such default.

         6.       This Agreement shall supersede, as between the parties hereto,
all of the terms and provisions of the Lease which are inconsistent herewith.

         7.       This Agreement may not be modified orally or in any other
manner than by an agreement in writing signed by the parties hereto, or their
respective successors in interest. This Agreement shall inure to the benefit of
and be binding upon the parties hereto, and their successors and assigns.

         8.       This Agreement shall be construed in accordance with the laws
of the state in which the Mortgage Premises is located.

         9.       This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which shall constitute but
one Agreement.

                                       3
<PAGE>

         The parties hereto have caused this Agreement to be duly executed as of
the day and year first above written.

                                                LENDER:

                                                ________________________________
                                                ________________________________

                                                By:_____________________________
                                                Name:___________________________
                                                Title:__________________________

                                                TENANT:

                                                ________________________________
                                                ________________________________

                                                By:_____________________________
                                                Name:___________________________
                                                Title:__________________________

                                                LANDLORD:

                                                ________________________________
                                                ________________________________

                                                By:_____________________________
                                                Name:___________________________
                                                Title:__________________________

                                       4
<PAGE>

                                   EXHIBIT "C"

                              ESTOPPEL CERTIFICATE

         The undersigned with respect to the premises at
____________________________________ as more particularly described in Exhibit
"A" attached hereto and made a part hereof by this reference (the "Premises"),
certifies and affirms the following to _________________________ [[("Tenant")]]
[[("Landlord")]] and to ____________________________________ [[("Mortgagee")]]
[[("Purchaser")]]:

         1.       Tenant leases the Premises from Landlord under that certain
Lease dated ____________, attached hereto and made a part hereof by this
reference (the "Lease").

         2.       Rental under the Lease has been paid through
________________________, 20__. No rent has been paid more than thirty (30) days
in advance, except as described in the preceding sentence. The monthly base
rental amount under the Lease as of the date hereof is $_________________.

         3.       The term of the Lease is ___________________ through
__________________, a period of ____________ years. Tenant has ________ options
to extend the Lease for ________ years each, for a total term including all
options through _____________________ as set forth in the Lease.

         4.       Tenant, to the best of the undersigned's knowledge and belief
without any independent investigation, is not in default under any term of the
Lease.

         5.       Landlord, to the best of the undersigned's knowledge and
belief without any independent investigation, is not in default under any terms
of the Lease.

         6.       The Lease is in full force and effect and there have been no
modifications or amendments unless attached hereto.

         This Certificate may be relied upon by [[Purchaser]] [[Mortgagee]], who
intends to [[purchase the Premises] [and the Lease from Landlord], and by any
mortgage lender of such person]] [[provide secured [lease] [loan] financing to
[Landlord] [Tenant]].

Dated this _____ day of _______________, 200____
[[Landlord]] [[Tenant]]:______________________
By:___________________________________________
Title:________________________________________

<PAGE>

                                   EXHIBIT "D"

                        SUBORDINATION OF LANDLORD'S LIEN

Lender:

[[Name and Address of Lender]]

Premises:

[[Concept/Site #/Address]], the legal description of which is attached to this
Subordination of Landlord's Lien as Exhibit "A"

Landlord:

[[Name and Address of Landlord]]

Tenant:

[[Name and Address of Tenant]]

         1.       Subordination of Landlord's Lien as to Personal Property:
Landlord hereby subordinates, as to the lien related to Lender's security
interest only, any lien, right or claim it may now or hereafter possess relative
to certain goods and equipment (hereinafter referred to as "Collateral", a
description of which is attached as Exhibit "B"), now or to be installed on or
deposited at the above described Premises, provided that:

                  (a)      The Collateral shall remain personal property and not
be deemed a fixture whether or not it becomes attached to any real property.

                  (b)      The Collateral may be recovered or repossessed at any
time by Lender and Landlord will not interfere therewith, regardless of the
manner or degree of the attachment of the Collateral to the Premises, provided
Lender provides Landlord with twenty-four (24) hours prior written notice of its
intent to remove the Collateral. In the event that such removal creates any type
of holes or openings in the roof or exterior of the building, Lender will
immediately repair, close, secure, and seal such holes or openings in such a
manner that (a) leaves the building in a secure condition and (b) prevents the
intrusion of weather, vermin or other damaging elements into the building and
Lender shall be liable for any and all damage caused to the building by its
failure to repair, close, secure, and seal any such holes or openings. Further,
Lender shall be responsible for restoring and repairing to Landlord's reasonable
satisfaction any and all damages to the Premises caused by the removal, recovery
or repossession of the Collateral, all of which shall be completed within seven
(7) days from such removal, recovery or repossession. If such Collateral is not
removed within thirty (30) days after Landlord serves Lender written notice of
termination of the Lease, then such Collateral shall be deemed abandoned.

<PAGE>

                  (c)      Lender may enter upon the Premises at any reasonable
time in order to inspect the Collateral; provided, however, Lender shall make
arrangements with Tenant prior to such inspection. If the Premises have been
vacated, such arrangements shall be coordinated with Landlord.

         2.       Notice to Landlord: In the event Tenant shall fail, refuse or
neglect to perform, observe or comply with any term, condition, covenant,
agreement or obligation contained in any agreement entered into by and between
Lender and Tenant in conjunction with the Collateral in favor of Lender as to
Tenant's interest in the Collateral, Lender shall provide Landlord with written
notice of the same and Landlord may, at its option and sole discretion, enter
upon the Premises, and/or do whatever may be deemed necessary by Landlord to
cure such failure by Tenant. Further, Lender shall provide Landlord with written
notice of Tenant's satisfaction of its obligations to Lender related to the
Collateral, within thirty (30) days of such satisfaction.

         3.       Notice: Notice from one party to another relating to this
Subordination of Landlord's Lien shall be deemed effective if made in writing
and delivered to the recipient's address set forth below by any of the following
means: i) hand delivery, ii) registered or certified mail, postage prepaid, or
iii) overnight courier service such as Federal Express, Airborne or United
States Postal Service Express Mail. Notice made in accordance with these
provisions shall be deemed delivered on receipt if delivered by hand on a
business day during business hours of the recipient (or if not during such
business hours then on the next business day), on the third (3rd) business day
after mailing if mailed by registered or certified mail, or on the next business
day after mailing or deposit with an overnight courier service. Addresses for
notices shall be as follows:

                  If to Landlord:_________________________________
                  ________________________________________________
                  ________________________________________________
                  ________________________________________________

                  If to Lender:___________________________________
                  ________________________________________________
                  ________________________________________________
                  ________________________________________________

                  If to Lender:___________________________________
                  ________________________________________________
                  ________________________________________________
                  ________________________________________________

         4.       This Subordination of Landlord's Lien shall be binding upon
and inure to the benefit of the parties hereto and their respective heirs,
representatives, successors, and assigns.

         5.       This Subordination of Landlord's Lien is made and entered into
under, and shall be construed according to, the laws of the State of Florida,
and the exclusive jurisdiction for any action arising hereunder shall be the
State in which the Premises are located.

                                       2
<PAGE>

         6.       This Subordination of Landlord's Lien may not be amended
except by a written instrument signed by the parties hereto.

         7.       This Subordination of Landlord's Lien shall not impair, modify
or otherwise affect the terms of the Lease, including, without limitation,
Tenant's obligations to pay rent and any other sums payable by Tenant pursuant
to the terms of the Lease.

                         (SIGNATURES ON FOLLOWING PAGES)

                                       3
<PAGE>

                                                 "LANDLORD"

Signed, Sealed and Delivered
in the Presence of:

                                           _____________________________________
_____________________________________
Name:________________________________
                                           By:__________________________________
                                           Name:________________________________
                                           As Its:______________________________
_____________________________________
Name:________________________________

(INSERT APPROPRIATE NOTARY BLOCK)

                                       4
<PAGE>

                                                 "LENDER"

Signed, Sealed and Delivered
in the Presence of:

                                           _____________________________________
_____________________________________
Name:________________________________
                                           By:__________________________________
                                           Name:________________________________
                                           As Its:______________________________
_____________________________________
Name:________________________________

(INSERT APPROPRIATE NOTARY BLOCK)

                                       5
<PAGE>

                                                 "TENANT"

Signed, Sealed and Delivered
in the Presence of:

                                           _____________________________________
_____________________________________
Name:________________________________
                                           By:__________________________________
                                           Name:________________________________
                                           As Its:______________________________
_____________________________________
Name:________________________________

(INSERT APPROPRIATE NOTARY BLOCK)

                                       6
<PAGE>

                                   EXHIBIT "A"

                        LEGAL DESCRIPTION OF THE PREMISES

                       (attach copy of legal description)

<PAGE>

                                   EXHIBIT "B"

         The Collateral means the following owned by Tenant, or in which Tenant
has an interest (but only to the extent of such interest): all furniture, trade
fixtures, building lettering, signs, sign posts, sign standards, food and
customer service equipment (whether unattached or attached to the improvements
by bolts and screws and/or by utility connections including, without limitation,
walk-in refrigerators and freezers, remote refrigeration systems and exhaust
systems and hoods and water heaters), equipment and other items of personal
property now owned, acquired, held or used by Tenant in its operation of a
[[Insert Restaurant Concept Name]] restaurant at the Premises and all additions
to, substitutions for and replacements of the foregoing, but does not mean and
specifically excludes (except as specifically set forth above) all lighting,
electrical, heating, air cooling and air conditioning apparatus, gas, electric
and power equipment, pipes, pumps, tanks, conduits, switchboards, plumbing,
lifting, cleaning, fire prevention, and communications apparatus, drapes,
attached floor coverings, including carpeting, storm doors and windows, toilets
and sinks, ducts and compressors, and related machinery and equipment including
but not limited to compressors, regardless of whether any of the foregoing are
affixed or attached to the Premises.

<PAGE>

                                   EXHIBIT "E"

                            CONFIDENTIALITY AGREEMENT

         THIS CONFIDENTIALITY AGREEMENT (the "Agreement") is entered into on or
as of ___________, 20__, by and between ______________________________ (the
"Receiving Party"), and _____________________________ and any subsidiaries or
affiliates thereof (collectively, the "Disclosing Party"), for purposes of
preserving the confidentiality of certain non-public information concerning the
business affairs and operations of O'Charley's, Inc. (and its affiliates [[and
the tenant(s) under the affected Lease(s)]]) (collectively, the "Tenant") to be
provided to the Receiving Party for purposes of its evaluation of one or more
potential acquisition transactions with the Disclosing Party (the
"Transaction"). Certain of the Information (as hereafter defined) relates to the
Tenant and the Tenant's business and, to that extent, the Tenant is a third
party beneficiary of this Agreement and has the right to enforce this Agreement
as if it were a party hereto. This Agreement may not be amended without the
prior written consent of O'Charley's, Inc.

         SECTION 1. The Receiving Party hereby agrees that it will hold and keep
confidential the Information received by it from the Disclosing Party, and that
the Receiving Party will not disclose the Information to any other person or use
it for any purpose other than for evaluating the Transaction, except that the
Receiving Party may, subject to the confidentiality provisions of this
Agreement, without such consent, disclose the Information to any of the
following who need to know such Information for purposes of evaluating the
Transaction and for the purposes indicated below:

                  (a)      to directors, officers and employees of the Receiving
         Party and its affiliates and to a lender of the Receiving Party in
         connection with a financing of the Transaction and the legal counsel
         thereof; and

                  (b)      to auditors or accountants of the Receiving Party and
         its affiliates as may be required in connection with any audit or other
         review of the books or records of any such person; and

                  (c)      to such other parties as may be required by law,
         government regulation or order, subpoena or any other legal,
         administrative or legislative process;

provided, however, that the Receiving Party will remain liable and responsible
for any disclosure of Information in violation of this Agreement by any person
to whom Information is disclosed pursuant to subsections (a) or (b) above of
this SECTION 1. In the event of any request for disclosure of Information
pursuant to subsection (c) above, the Receiving Party agrees to use reasonable
commercial efforts to provide the Disclosing Party and the Tenant with advance
notice of any such request for disclosure as promptly as feasible in order that
the Disclosing Party and/or the Tenant may at its expense seek a protective
order or such other appropriate remedy as the Disclosing Party or the Tenant, as
the case may be, deems necessary, provided, however, that the Receiving Party
shall have no obligation to undertake any action in order to maintain the
confidentiality of the Information where the request for the disclosure is made

<PAGE>

pursuant to subsection (c) above other than the obligation to use reasonable
commercial efforts to give notice as provided by this sentence.

         SECTION 2. The term "Information" includes all financial and other
information about the financial condition, business, products and services, real
estate interests and related analyses relating to the Transaction, the Tenant or
the Tenant's business that is furnished to the Receiving Party by the Disclosing
Party pursuant to the terms of this Agreement. Notwithstanding any of the
foregoing, Information will not be considered confidential and the Receiving
Party may disclose such Information without restriction in any of the following
circumstances:

                  (a)      if such Information is publicly available (as opposed
         to information and data that has been complied, processed, formatted
         and/or reported, which shall be deemed Information which is
         confidential to the Disclosing Party and/or the Tenant) prior to
         receipt by the Receiving Party of the Information or if such
         Information is thereafter made publicly available (either to the
         general public or to any relevant trade or industry) other than by the
         Receiving Party's breach of its undertakings in this Agreement;

                  (b)      if such Information becomes available to the
         Receiving Party from a source other than the Disclosing Party or the
         Tenant and the Receiving Party has no knowledge that such source is
         under an obligation to the Disclosing Party or the Tenant to keep the
         Information confidential;

                  (c)      if the Receiving Party can demonstrate that such
         Information was known to the Receiving Party on a non-confidential
         basis prior to its disclosure to the Receiving Party; and

                  (d)      if such Information is independently developed by the
         Receiving Party and the Receiving Party can present proof thereof.

The above-described obligations to keep Information confidential and not to
disclose the Information shall automatically terminate and expire three years
after the date hereof. All Information provided by the Disclosing Party to the
Receiving Party pursuant to this Agreement is and shall remain the property of
the Disclosing Party or the Tenant, as the case may be, and all such documents,
and any copies thereof, shall be promptly returned to the Disclosing Party, or
otherwise disposed of, according to the reasonable written request or
instructions of the Disclosing Party.

         SECTION 3. In the event the Receiving Party has requested a consent
from the Disclosing Party to disclose Information relating to the Tenant or the
Tenant's business or if the Disclosing Party becomes aware of a disclosure in
violation of this Agreement or if the Disclosing Party receives notice that the
Receiving Party believes that it is required by law, government regulation or
order, subpoena or any other legal, administrative or legislative process to
disclose Information, the Disclosing Party shall provide prompt notification in
writing to the Tenant of such request for consent or disclosure.

         SECTION 4. Each party acknowledges that, in the event of a breach of
this Agreement, remedies at law would be inadequate and that the Disclosing
Party or the Tenant, as the case may

                                       2
<PAGE>

be, shall be entitled to seek an injunction restraining such breach, in addition
to any other remedy provided by equity or at law.

         SECTION 5. The Receiving Party understands that Information received
from the Disclosing Party or the Tenant may be material, non-public information
within the meaning of applicable federal and state securities laws. The
Receiving Party shall not utilize or rely upon any of the Information in
connection with any transaction involving the purchase or sale of securities of
any issuer to which the Information may directly or indirectly relate.

         SECTION 6. This Agreement constitutes the entire agreement between the
parties hereto with respect to the subject matter hereof and supersedes all
prior understandings, written or oral, with respect thereto. This Agreement
shall be governed by, and construed in accordance with, the laws of the State of
Florida, without giving effect to the principles of conflicts of laws. If any
party to this Agreement institutes any lawsuit or other action or proceeding
against the other party and pertaining to this Agreement, any right or
obligation of any party hereunder, breach of this Agreement or otherwise
pertaining to the Information, the sole and exclusive venue and jurisdiction for
filing and maintaining any such lawsuit or other action or proceeding shall be
in the Circuit Court for Orange County, Florida, and the parties to this
Agreement waive the right to institute or maintain any such suit, action or
proceeding in any other courts or forums whatsoever. Each party, by executing
this Agreement, consents and submits itself to the personal jurisdiction of such
court. Any provision of this Agreement which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which taken together shall
constitute one and the same instrument. A party shall have no duties,
responsibilities or authority hereunder except those expressly set forth herein
and no fiduciary relationship with the other party, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or any other document referred to herein or otherwise exist
against any party. This Agreement shall be binding upon the successors and
assigns of the parties hereto, and shall inure to the benefit of the successors
and assigns of the parties hereto and the Tenant. A fully executed copy of this
Agreement must be delivered by the Disclosing Party to the Tenant prior to the
delivery of any Information to the Receiving Party.

         SECTION 7. All notices required or permitted to be given hereunder
shall be in writing and shall be delivered by a nationally recognized overnight
courier or mailed by registered or certified mail, postage prepaid, return
receipt requested, addressed as follows:

         If to Disclosing Party: ____________________________
                                 ____________________________
                                 ____________________________

         If to Receiving Party:  ____________________________
                                 ____________________________
                                 ____________________________

                                       3
<PAGE>

         If to Tenant:           ____________________________
                                 ____________________________
                                 ____________________________

Notice for purposes of this Agreement shall be deemed given when it shall have
been received by the recipient. Any party listed above may change its address
for notices by written notice in like manner as provided in this SECTION 7.

                                       4
<PAGE>

         IN WITNESS WHEREOF, the undersigned have hereunto executed this
Agreement as of the above date.

                                                 DISCLOSING PARTY:

                                                 ______________________________,
                                                 a _____________________________

                                                 By:____________________________
                                                 Name:__________________________
                                                 As Its:________________________

                                                 RECEIVING PARTY:

                                                 ___________________________, a
                                                 _______________________________

                                                 By:____________________________
                                                 Name:__________________________
                                                 As Its:________________________

            [INSERT APPROPRIATE ACKNOWLEDGEMENT FORM FOR EACH PARTY]

                                       5
<PAGE>

O'Charley's ___/____________, _____________ County, ____________

                                  RENT ADDENDUM
                                       TO
                                 LEASE AGREEMENT

         THIS RENT ADDENDUM dated _______ ____, 2003, by and between ___________
__________, a Delaware limited partnership as "Landlord", and ________________,
a _____________________, as "Tenant", for O'Charley's ___, ___________,
_________ County, ___________, is attached to and made a part of that certain
Lease Agreement by and between Landlord and Tenant of even date herewith (the
"Lease"). Notwithstanding any other provision to the contrary which may be
contained in said Lease, it is specifically agreed by and between Landlord and
Tenant as follows:

         1.       DEFINITIONS. Capitalized terms used in this Rent Addendum
shall, unless otherwise defined, have the meanings ascribed to them in the
Lease.

         2.       COMMENCEMENT OF RENT. On the date hereof, Landlord has
simultaneously entered into the Lease with Tenant pursuant to which Tenant has
agreed to lease from Landlord the Premises and all improvements now or hereafter
constructed thereon. Payment of Annual Rent shall commence as of the Annual Rent
Commencement Date, notwithstanding that some or all of the improvements
contemplated to be constructed on the Premises may not be constructed or
complete at that time.

         3.       ANNUAL RENT.

                  (a)      Beginning on the Annual Rent Commencement Date,
Tenant covenants and agrees to pay to Landlord annual rent ("Annual Rent")
according to the following schedule:

<TABLE>
<CAPTION>
                                                         MONTHLY
   LEASE YEAR                   ANNUAL RENT            INSTALLMENT
   ----------                   -----------            -----------
<S>                             <C>                    <C>
       1                          $________             $_________
       2                          $________             $_________
       3                          $________             $_________
       4                          $________             $_________
5 and following                   $________             $_________
</TABLE>

         All payments of Annual Rent shall be paid in equal monthly installments
paid monthly in advance on the first (1st) business day of each month by
electronic funds. (ACH).

                  (b)      Increases in Annual Rent. Commencing at the end of
the fifth (5th) Lease Year after the Annual Rent Commencement Date, and on each
one (1) year anniversary of such date thereafter and through the fifteenth
(15th) Lease Year during the term of this Lease, Annual Rent shall be increased
by an amount equal to the previous year's Annual Rent multiplied by seventy
percent (70%) of the percentage increase in the Base Index as herein defined for
the previous twelve (12) month period, in accordance with only positive changes
in the Base Index,

<PAGE>

subject to a maximum annual increase of no more than one and three quarters
percent (1.75%). For purposes of this Lease, "Base Index" shall be defined as
the Consumer Price Index for U.S. City Average, all Urban Consumers on the
1982-1984 = 100 base published by the Bureau of Labor Statistics, U.S.
Department of Labor. If the Base Index is discontinued or revised during the
term hereof, such other government index or computation with which it is
replaced by the Bureau of Labor Statistics shall be used in order to obtain
substantially the same result as would be obtained if the Base Index has not
been discontinued or raised, and if the Base Index is not so replaced, Landlord
shall adopt a substitute index or substitute procedure which reasonably reflects
changes in the purchasing power of the U.S. Dollar. At the end of Lease Years
sixteen (16) through twenty (20) and additionally at the end of each Lease Year
during any Lease renewal option periods, the Annual Rent increase shall be equal
to previous year's Annual Rent multiplied times fifty percent (50%) of the
percentage increase in the Base Index for the previous twelve (12) month period,
in accordance with only positive changes in the Base Index, subject to a maximum
Annual Rent increase of no more than one and one quarter percent (1.25%).

                  (c)      Partial Months. If the date on which Annual Rent
shall be first due and payable shall fall on a day other than the first day of a
calendar month, then Annual Rent for the partial rental month shall be prorated
on a per diem basis on the first Annual Rent payment and shall be paid by Tenant
to Landlord for such month.

                  (d)      Annual Rent Adjustment in the Event of Certain Sales
of Premises. Notwithstanding the foregoing, in the event the Landlord shall sell
the Premises and assign this Lease to an unrelated third party at any time
during the first four (4) Lease Years, the Annual Rent payable from and after
the date of such sale and assignment through the end of the fifth Lease Year
shall be adjusted to the Annual Rent shown in subparagraph (a) above for the
fifth (5th) Lease Year, effective as of the day of closing of said sale and
assignment. To compensate Tenant for such increase and as a condition to such
increase, Landlord shall pay to Tenant upon the close of escrow and assignment
of the Lease a lump sum payment equal to the difference between (i) the total of
all Annual Rent payments outlined in subparagraph (a) above, which would have
otherwise (but for such sale and assignment by Landlord) been due and payable by
Tenant hereunder for the period beginning on the day of such closing through the
end of the fourth (4th) Lease Year, and (ii) the total of all Annual Rent
payments as adjusted pursuant to this paragraph (d) for the period beginning on
the day of such closing through the end of the fourth (4th) Lease Year. Landlord
shall not be permitted to adjust Annual Rent as provided in this paragraph in
the event of any such sale that closes after the fourth (4th) Lease Year. For
purposes of this paragraph, the term "unrelated third party" shall not include
any affiliate of the Landlord or any transferee in connection with the
securitization of the Lease by the Landlord.

         4.       PERCENTAGE RENT. [INTENTIONALLY DELETED]

         5.       SALES/USE TAX. Tenant shall also pay to Landlord any sales and
use tax imposed on any Rent payable hereunder from time to time by state law or
any other governmental entity, which sums are due monthly as to monthly Rent
payments on the due date of the Rent payment under this Lease.

         6.       REPORTING. Tenant shall, during the term of this Lease and any
extensions thereto: (i) keep books and records reflecting its financial
condition including, but not limited to,

<PAGE>

the operation of the Premises in accordance with generally accepted accounting
principles consistently applied; (ii) furnish to Landlord within forty-five (45)
days after the end of each fiscal quarter of Tenant an unaudited financial
statement (including a balance sheet, income and expense statement, statement of
cash flows, and debt and lease schedules of Tenant) of Tenant and a statement of
income and expenses of the Premises; and (iii) furnish to Landlord, fiscal
year-end audited current signed financial statements of Tenant (including an
annual balance sheet, a profit/loss statement, statement of cash flows and
footnotes) within one hundred twenty (120) days after the end of each fiscal
year; provided, however that Landlord agrees to accept Tenant's 10-Q and 10-K
filings in satisfaction of Tenant's requirements under clauses (ii) and (iii)
above. Landlord shall have the right, from time to time during normal business
hours, upon reasonable prior notice, to examine such books, records and accounts
at the offices of Tenant or other entity as is maintaining such books, records
and accounts, and to make such copies or extracts thereof as Landlord shall
desire. Further, in the event Landlord seeks to securitize or otherwise transfer
the Lease, then (upon Landlord's request), Tenant agrees to cooperate with
Landlord in providing such information as would be reasonably required for the
transaction, including but not limited to income and expense statements for the
Premises. Landlord shall maintain confidentiality of such information in the
same manner Landlord has agreed in the Lease to maintain the confidentiality of
other reports and information provided by Tenant pursuant to the terms of this
Lease.

         7.       LATE CHARGES. In the event any installment of Rent is not
received by Landlord within ten (10) days after Tenant's receipt of written
notice from Landlord that such installment has not been received on or before
its respective due date, there shall be an automatic late charge due to Landlord
from Tenant in the amount of five percent (5%) of such delinquent installment of
Rent. All such late charges due hereunder shall be deemed additional rent, and
are not penalties but rather are charges attributable to administrative and
collection costs arising out of such delinquency. In addition to such late
charge, in the event Landlord does not receive Rent when due hereunder, interest
at the rate of the lesser of 10% per annum or the maximum rate allowable by law
shall be due and payable with respect to such payment from the expiration of any
applicable grace period until Landlord receives such Rent.

         8.       PAYMENTS OF RENTS. All Rent payments shall be made by
electronic funds transfer to Landlord to the account and in accordance with the
procedures designated by Landlord, or in such other manner as Landlord or its
successors or assigns, respectively, may from time to time designate in writing.

         9.       NO ABATEMENT. Unless otherwise stated in the Lease, no
abatement, offset, diminution or reduction of (a) Rent, charges or other
compensation, or (b) Tenant's other obligations under this Lease shall be
allowed to Tenant or any person claiming under Tenant, under any circumstances
or for any reason whatsoever.

         10.      INTEREST CHARGES. Notwithstanding any provision of the Lease
or this Rent Addendum to the contrary relating to the payment of interest, late
fees or charges or similar costs, it is the intent of Landlord and Tenant that
Landlord shall not be entitled to receive, collect, reserve or apply, as
interest, any amount in excess of the maximum amount of interest permitted to be
charged by applicable laws or regulations, as amended or enacted from time to
time. In the event the Lease or this Rent Addendum requires a payment of
interest that exceeds

<PAGE>
The following lease agreements are substantially identical to the Form of Lease
Agreement shown here, except for the landlord, the tenant, the location of the
restaurant, the annual rent due under the lease, and the commencement date and
expiration date of the lease. These documents are not filed as separate
documents in accordance with Rule 12b-31 under the Securities Exchange Act of
1934.


<TABLE>
<CAPTION>
                                                                                                COMMENCEMENT         EXPIRATION
LANDLORD                      TENANT          RESTAURANT LOCATION           ANNUAL RENT             DATE                DATE

<S>                       <C>                  <C>                    <C>                      <C>                 <C>
CNL Funding 2001-A, LP    O'Charley's Inc.         Oxford, AL         Year 1 - $125,768.16     October 17, 2003    October 31, 2023
                                                                      Year 2 - $133,059.07
                                                                      Year 3 - $140,349.98
                                                                      Year 4 - $147,640.89
                                                                      Year 5 and after -
                                                                               $154,931.80

CNL Funding 2001-A, LP    O'Charley's Inc.    Painfield (Avon), IN    Year 1 - $186,613.61     October 17, 2003   October 31, 2023
                                                                      Year 2 - $197,431.79
                                                                      Year 3 - $208,249.97
                                                                      Year 4 - $219,068.15
                                                                      Year 5 and after -
                                                                               $229,886.33


CNL Funding 2001-A, LP    O'Charley's Inc.       Centerville, GA      Year 1 - $124,513.61     October 17, 2003   October 31, 2023
                                                                      Year 2 - $131,731.79
                                                                      Year 3 - $138,949.97
                                                                      Year 4 - $146,168.15
                                                                      Year 5 and after -
                                                                               $153,386.33

CNL Funding 2001-A, LP    O'Charley's Inc.         Mobile, AL         Year 1 - $170,868.77     October 17, 2003   October 31, 2023
                                                                      Year 2 - $180,774.21
                                                                      Year 3 - $190,679.64
                                                                      Year 4 - $200,585.08
                                                                      Year 5 and after -
                                                                               $210,490.52

CNL Funding 2001-A, LP    O'Charley's Inc.         Mobile, AL         Year 1 - $141,450.00     October 17, 2003   October 31, 2023
                                                                      Year 2 - $149,650.00
                                                                      Year 3 - $157,850.00
                                                                      Year 4 - $166,050.00
                                                                      Year 5 and after -
                                                                               $174,250.00

CNL Funding 2001-A, LP    O'Charley's Inc.        Marietta, GA        Year 1 - $150,548.27     October 17, 2003   October 31, 2023
                                                                      Year 2 - $159,275.71
                                                                      Year 3 - $168,003.14
                                                                      Year 4 - $176,730.58
                                                                      Year 5 and after -
                                                                               $185,458.02

CNL Funding 2001-A, LP    O'Charley's Inc.       Bloomington, IN      Year 1 - $142,682.27     October 17, 2003   October 31, 2023
                                                                      Year 2 - $150,953.71
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                                                                                     COMMENCEMENT     EXPIRATION
LANDLORD                               TENANT         RESTAURANT LOCATION         ANNUAL RENT            DATE            DATE

<S>                            <C>                    <C>                  <C>                   <C>                <C>

                                                                           Year 3 - $159,225.14
                                                                           Year 4 - $167,496.58
                                                                           Year 5 and after -
                                                                                    $175,768.02

CNL Funding 2001-A, LP            O'Charley's Inc.     Indianapolis, IN    Year 1 - $150,876.02  October 17, 2003   October 31, 2023
                                                                           Year 2 - $159,622.46
                                                                           Year 3 - $168,368.89
                                                                           Year 4 - $177,115.33
                                                                           Year 5 and after -
                                                                                    $185,861.77

CNL Funding 2001-A, LP d/b/a   O'Charley's Restaurant   Louisville, KY     Year 1 - $175,722.44  October 17, 2003   October 31, 2023
CNL Funding 2001-A, LP, a          Properties, LLC                         Year 2 - $185,909.25
Delaware limited partnership                                               Year 3 - $196,096.05
                                                                           Year 4 - $206,282.86
                                                                           Year 5 and after -
                                                                                    $216,469.67

CNL Funding 2001-A, LP d/b/a   O'Charley's Restaurant    Lexington, KY     Year 1 - $131,538.77  October 17, 2003   October 31, 2023
CNL Funding 2001-A, LP, a          Properties, LLC                         Year 2 - $139,164.21
Delaware Limited Partnership                                               Year 3 - $146,789.64
                                                                           Year 4 - $154,415.08
                                                                           Year 5 and after -
                                                                                    $162,040.52

CNL Funding 2001-A, LP d/b/a   O'Charley's Restaurant    Hopkinsville, KY  Year 1 - $132,981.84  October 17, 2003   October 31, 2023
CNL Funding 2001-A, LP, a          Properties, LLC                         Year 2 - $140,690.93
Delaware Limited Partnership                                               Year 3 - $148,400.02
                                                                           Year 4 - $156,109.11
                                                                           Year 5 and after -
                                                                                    $163,818.21

CNL Funding 2001-A, LP d/b/a   O'Charley's Restaurant      Florence, KY    Year 1 - $223,936.40  October 17, 2003   October 31, 2023
CNL Funding 2001-A, LP, a          Properties, LLC                         Year 2 - $236,918.22
Delaware Limited Partnership                                               Year 3 - $249,900.04
                                                                           Year 4 - $262,881.86
                                                                           Year 5 and after -
                                                                                    $275,863.68

CNL Funding 2001-A, LP            O'Charley's Inc.         Tupelo, MS      Year 1 - $124,074.56  October 17, 2003   October 31, 2023
                                                                           Year 2 - $131,267.29
                                                                           Year 3 - $138,460.01
                                                                           Year 4 - $145,652.74
                                                                           Year 5 and after -
                                                                                    $152,845.47

CNL Funding 2001-A, LP d/b/a      O'Charley's Inc.         Asheville, NC   Year 1 - $116,923.61  October 17, 2003   October 31, 2023
CNL Funding 2001-A, Limited                                                Year 2 - $123,701.79
Partnership                                                                Year 3 - $130,479.97
                                                                           Year 4 - $137,258.15
                                                                           Year 5 and after -
                                                                                    $144,036.33

CNL Funding 2001-A, LP            O'Charley's Inc.         Burlington, NC  Year 1 - $140,715.77  October 17, 2003   October 31, 2023
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
LANDLORD                            TENANT      RESTAURANT LOCATION           ANNUAL RENT     COMMENCEMENT DATE     EXPIRATION DATE

<S>                            <C>              <C>                    <C>                    <C>                   <C>
d/b/a CNL Funding 2001-A,                                              Year 2 - $148,873.21
Limited Partnership                                                    Year 3 - $157,030.64
                                                                       Year 4 - $165,188.08
                                                                       Year 5 and after -
                                                                                $173,345.52

CNL Funding 2001-A, LP d/b/a   O'Charley's Inc.      Carey, NC         Year 1 - $143,665.52   October 17, 2003      October 31, 2023
CNL Funding 2001-A, Limited                                            Year 2 - $151,993.96
Partnership                                                            Year 3 - $160,322.39
                                                                       Year 4 - $168,650.83
                                                                       Year 5 and after -
                                                                                $176,979.27

CNL Funding 2001-A, LP d/b/a   O'Charley's Inc.     Monroe, NC         Year 1 - $136,409.90   October 17, 2003      October 31, 2023
CNL Funding 2001-A, Limited                                            Year 2 - $144,317.72
Partnership                                                            Year 3 - $152,225.54
                                                                       Year 4 - $160,133.36
                                                                       Year 5 and after -
                                                                                $168,041.18

CNL Funding 2001-A, LP         O'Charley's Inc.   Chattanooga, TN      Year 1 - $175,950.00   October 17, 2003      October 31, 2023
                                                                       Year 2 - $186,150.00
                                                                       Year 3 - $196,350.00
                                                                       Year 4 - $206,550.00
                                                                       Year 5 and after -
                                                                                $216,750.00

CNL Funding 2001-A, LP         O'Charley's Inc.  Murfreesboro, TN      Year 1 - $163,885.63   October 17, 2003      October 31, 2023
                                                                       Year 2 - $173,386.24
                                                                       Year 3 - $182,886.86
                                                                       Year 4 - $192,387.47
                                                                       Year 5 and after -
                                                                                $201,888.09

CNL Funding 2001-A, LP         O'Charley's Inc.     Smyrna, TN         Year 1 - $175,457.27   October 17, 2003      October 31, 2023
                                                                       Year 2 - $185,628.71
                                                                       Year 3 - $195,800.14
                                                                       Year 4 - $205,971.58
                                                                       Year 5 and after -
                                                                                $216,143.02

CNL Funding 2001-A, LP         O'Charley's Inc.     Bristol, VA        Year 1 - $137,110.52   October 17, 2003      October 31, 2023
                                                                       Year 2 - $145,058.96
                                                                       Year 3 - $153,007.39
                                                                       Year 4 - $160,955.83
                                                                       Year 5 and after -
                                                                                $168,904.27

CNL Funding 2001-A, LP         O'Charley's Inc.    Richmond, VA        Year 1 - $147,096.41   October 17, 2003      October 31, 2023
                                                                       Year 2 - $155,623.74
                                                                       Year 3 - $164,151.06
                                                                       Year 4 - $172,678.39
                                                                       Year 5 and after -
                                                                                $181,205.72
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                                        RESTAURANT                                 COMMENCEMENT      EXPIRATION
LANDLORD                            TENANT               LOCATION         ANNUAL RENT                  DATE             DATE

<S>                              <C>                 <C>             <C>                       <C>                 <C>
CNL Funding 2001-A, LP            O'Charley's Inc.    Dothan, AL     Year 1 - $131,211.02      October 17, 2003    October 31, 2023
2002
                                                                     Year 2 - $138,817.46
                                                                     Year 3 - $146,423.89
                                                                     Year 4 - $154,030.33
                                                                     Year 5 and after -
                                                                              $161,636.77

CNL Income Fund VI, Ltd., CNL     O'Charley's Inc.    Dalton, GA     Year 1 - $131,100.00      November 7, 2003    November 30, 2023
Income Fund XI, Ltd., CNL                                            Year 2 - $138,700.00
Income Fund XV, Ltd., and CNL                                        Year 3 - $146,300.00
Income Fund XVI, Ltd.                                                Year 4 - $153,900.00
                                                                     Year 5 and after -
                                                                              $161,500.00

CNL Income Fund X, Ltd., CNL      O'Charley's Inc.    Tucker, GA     Year 1 - $106,009.12      November 7, 2003    November 30, 2023
Income Fund XIII, Ltd., CNL                                          Year 2 - $112,154.57
Income Fund XIV, Ltd., and CNL                                       Year 3 - $118,300.03
Income Fund XV, Ltd.                                                 Year 4 - $124,445.48
                                                                     Year 5 and after -
                                                                              $130,590.94

CNL Funding 2001-A, LP            O'Charley's Inc.  Evansville, IN   Year 1 - $125,253.70      November 7, 2003    November 30, 2023
                                                                     Year 2 - $132,514.78
                                                                     Year 3 - $139,775.87
                                                                     Year 4 - $147,036.95
                                                                     Year 5 and after -
                                                                              $154,298.04

CNL Funding 2001-A, LP            O'Charley's Inc.  Cincinnati, OH   Year 1 - $108,518.16      November 7, 2003    November 30, 2023
                                                                     Year 2 - $114,809.07
                                                                     Year 3 - $121,099.98
                                                                     Year 4 - $127,390.89
                                                                     Year 5 and after -
                                                                              $133,681.80

CNL Funding 2001-A, LP            O'Charley's Inc.   Franklin, TN    Year 1 - $156,818.16      November 7, 2003    November 30, 2023
                                                                     Year 2 - $165,909.07
                                                                     Year 3 - $174,999.98
                                                                     Year 4 - $184,090.89
                                                                     Year 5 and after -
                                                                              $193,181.80

CNL Funding 2001-A, LP            O'Charley's Inc.   O'Fallon, IL    Year 1 - $137,546.39      December 30, 2003   December 31, 2023
                                                                     Year 2 - $144,981.33
                                                                     Year 3 - $152,416.27
                                                                     Year 4 - $159,851.21
                                                                     Year 5 and after -
                                                                              $167,286.15

CNL Funding 2001-A, LP d/b/a       O'Charley's       Paducah, KY     Year 1 - $120,754.53      December 30, 2003   December 31, 2023
CNL Funding 2001-A, LP, a          Restaurant                        Year 2 - $127,281.80
Delaware Limited Partnership       Properties, LLC                   Year 3 - $133,809.08
                                                                     Year 4 - $140,336.35
                                                                     Year 5 and after -
                                                                              $146,863.62
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LANDLORD                        TENANT         RESTAURANT LOCATION          ANNUAL RENT        COMMENCEMENT DATE   EXPIRATION DATE

<S>                        <C>                 <C>                   <C>                       <C>                 <C>
CNL Funding 2001-A, LP     O'Charley's Inc.       Greenwood, SC      Year 1 - $121,090.94      December 30, 2003   December 31, 2023
                                                                     Year 2 - $127,636.39
                                                                     Year 3 - $134,181.85
                                                                     Year 4 - $140,727.30
                                                                     Year 5 and after -
                                                                              $147,272.76

CNL Funding 2001-A, LP     O'Charley's Inc.       Hermitage, TN      Year 1 - $192,400.00      December 30, 2003   December 31, 2023
                                                                     Year 2 - $202,800.00
                                                                     Year 3 - $213,200.00
                                                                     Year 4 - $223,600.00
                                                                     Year 5 and after -
                                                                              $234,000.00

CNL Funding 2001-A, LP     O'Charley's Inc.        Jackson, TN       Year 1 - $183,318.20      December 30, 2003   December 31, 2023
                                                                     Year 2 - $193,227.29
                                                                     Year 3 - $203,136.39
                                                                     Year 4 - $213,045.48
                                                                     Year 5 and after -
                                                                              $222,954.57

CNL Funding 2001-A, LP     O'Charley's Inc.     Johnson City, TN     Year 1 - $139,590.94      December 30, 2003   December 31, 2023
                                                                     Year 2 - $147,136.39
                                                                     Year 3 - $154,681.85
                                                                     Year 4 - $162,227.30
                                                                     Year 5 and after -
                                                                                  $169,772.76
</TABLE>