Prepared by Kilpatrick Stockton EDGAR Services



  EXHIBIT 4.3

  The Hops Operating
  Partner Equity Investment Plan

             
  The title of the plan described herein is the “Hops Operating Partner Equity
  Investment Plan” (the “Plan”).

             
  Operating Partners are those ten percent limited partners and employees of
  Limited Partnerships controlled by Avado Brands, Inc.  The Limited
  Partnerships own and operate Hops Restaurant * Bar * Brewery restaurants (the
  “Restaurants”), and have hired the Operating Partners to manage the
  operations of the Restaurants pursuant to five year Employment Agreements that
  automatically extend for consecutive one year periods unless terminated by one
  of the parties.  The General Partner of each of the Limited Partnerships
  is offering Operating Partners a loan (the “Note”) to be used for the
  purchase of Avado Brands, Inc. common stock, $.01 par value per share (the “Avado
  Stock”) in an amount equal to the amount actually paid to the Limited
  Partnerships by the Operating Partner for his ten percent partnership interest
  (an “Equity Investment”).  The Plan does not provide for the purchase
  of any securities other than Avado Stock.

             
  Operating Partners shall be eligible to participate in the Plan if selected by
  the General Partner of the Limited Partnerships.  Each Operating Partner
  purchasing Avado Stock pursuant to the Plan shall be required to sign an
  amendment to his Employment Agreement and a Pledge Agreement (collectively,
  the “Agreements”).  The Agreements will obligate the Operating
  Partner to pledge Avado Stock, in an amount equal to the principal of the
  Note, to the Limited Partnership for the duration of the Operating Partner’s
  relationship with the Limited Partnership with which he is associated. 
  The pledged Avado Stock shall secure the Operating Partner’s obligations to
  the Limited Partnership under his Agreements.  That amount of Avado Stock
  shall be held solely in the name of the Operating Partner, free and clear of
  any liens or encumbrances other than those described herein.  During the
  term of the Agreements, an Operating Partner may not sell, assign or
  hypothecate the pledged Avado Stock.

             
  The Employment Agreement, as amended, of each Operating Partner will continue
  to specify annual compensation of, and benefits and distributions to, the
  Operating Partner.  Distributions shall be based upon the sales and
  profits of the Operating Partner’s restaurants.

             
  The administrator of the Plan (the “Plan Administrator”) is designated by
  the chief executive officer or chief financial officer of the General Partner
  of each of the Limited Partnerships.  The Plan Administrator maintains
  the Limited Partnership’s records in connection with the Plan and is
  responsible to the Limited Partnership for the safekeeping of certificates
  representing shares of Avado Stock pledged to the Limited Partnership pursuant
  to the Agreements.  The Plan Administrator will not serve as a trustee or
  manager of any securities purchased or pledged pursuant to the Plan and is not
  authorized to represent or provide legal counsel or other advice to any person
  or entity other than the Limited Partnerships and its executive officers in
  connection with the Plan.  The Plan Administrator is authorized to
  execute and file on behalf of the Plan all statements, reports or other
  documents required to be filed with or delivered to the Securities and
  Exchange Commission or any other government agency,


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  person or entity in
  connection with the Plan.  The Plan Administrator will serve until
  removed by the chief executive officer or chief financial officer of the
  General Partner of each of the Limited Partnerships or until he or she dies,
  is disabled, or resigns.  The Plan Administrator shall issue to each
  Operating Partner a quarterly report showing, as of the close of business on
  the final day of each fiscal quarter, the number of shares of Avado Stock that
  such Operating Partner has pledged pursuant to the Agreements and the market
  value of Avado Stock.

             
  Each Operating Partner’s Equity
  Investment shall be purchased by the Operating Partner in the open market by
  placing one or more orders with a broker/dealer (the “Broker”) or such
  other means as may be selected by the Operating Partner.  Neither Avado
  Brands, Inc. nor any of its subsidiaries or affiliates shall sell shares to,
  assist with or in any way facilitate the purchase by any Operating Partner of
  Avado Stock, other than to authorize one or more Brokers to distribute
  information and applications related to the opening of ordinary brokerage
  accounts with such Brokers.  Payment for Avado Stock purchased by the
  Operating Partner must be made by the Operating Partner directly to the seller
  (through an agent of the Operating Partner if applicable), not to the Limited
  Partnership or Avado Brands, Inc.  Operating Partners shall be
  responsible and liable for all commissions, charges and/or fees charged by any
  Broker.

             
  In the event that prior to the end of his initial five year term of employment
  (1) an Operating Partner’s employment with his Limited Partnership
  terminates or (2) the General Partner of the Limited Partnership should close
  one of the restaurants for which the Operating Partner is responsible, the
  Operating Partner shall receive, within 30 days:

  	the cash amount paid by Employee
      for his or her Equity Investment less


  	any outstanding indebtedness on
      the Note.


  The Limited Partnership shall return
  and release to the Operating Partner the number of pledged shares of Avado
  Stock having a value that as closely as possible equals the Equity Investment
  out of the shares pledged pursuant to the Agreements.  Any Avado Stock
  not returned and released to the Operating Partner, with an aggregate value of
  up to $300,000 per restaurant for which the Operating Partner is
  responsible,shall be transferred by the Operating Partner to the Limited
  Partnership as liquidated damages to help defray the costs of hiring,
  relocating, and training a replacement for the Operating Partner.

             
  In the event of any termination of an Operating Partner’s employment with
  his Limited Partnership at or after the end of his initial five year term
  of employment, the Operating partner shall receive a cash payment within 30
  days of his termination equal to:


  	
  (a)

      	
  10% of the lesser of (1) four times
  annual cash flow for the Limited Partnership for the 12 calendar months
  preceding the month of employment termination (“cash flow” being defined
  as net income plus depreciation and amortization), or (2) the fair market
  value of the Limited Partnership as determined by the General Partner (whose
  determination shall be final and binding on all parties), each calculated in
  accordance with generally accepted accounting principals; provided, however,
  that in no event  shall the value determined in this subparagraph be less than
  the amount originally paid by the Operating Partner for his Equity Investment;
  less

      





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	(b)
  	the amount, if any, that the
  aggregate value of the Operating Partner’s pledged Avado Stock on the public
  markets at the close of business on the date of termination (but never a
  greater value than the value determined in subparagraph (a) above) exceeds the
  Equity Investment; less
	(c)
  	any outstanding indebtedness on the
  Note.




   The Limited Partnership shall also
  release and return to the Operating Partner all of his pledged Avado Stock.

             
  Notwithstanding anything to the contrary above, in no event shall the General
  Partner deliver to the Operating Partner, after the end of his term of
  employment, cash and Avado Stock with an aggregate value of less than the
  Equity Investment plus the aggregate value of any principal payments by
  the Operating Partner on the Note.”

             
  The Plan will commence immediately upon the effectiveness of the filing of a
  registration statement on Form S-8, including the plan as an exhibit, with the
  Securities and Exchange Commission.  The Plan will continue thereafter as
  long as any Operating Partner is subject to the Agreements or until such other
  date as the General Partner of the Limited Partnerships may elect to terminate
  the Plan.

   

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