Exhibit 10.14



                              MANAGEMENT AGREEMENT
                                 By and Between


                            TJ HOLDING COMPANY, INC.
                                       and
                              T.J. CINNAMONS, INC.


                           Dated as of August 29, 1996


<PAGE>



                              MANAGEMENT AGREEMENT

                                TABLE OF CONTENTS
                                                                            Page
                                                                            ----
 Recitals of Fact...........................................................  1
 1. Appointment of Manager .................................................  2
 2. Term ...................................................................  2
 3. Compensation to Manager ................................................  3
 4. Certain Duties of TJC ..................................................  3
 5. Certain Duties of Manager ..............................................  4
 6. Advertising ............................................................  4
 7. Proprietary Marks ......................................................  9
 8. TJC Franchise Agreements ...............................................  5
 9. Accounts and Records ...................................................  5
 10. Insurance .............................................................  6
 11. Management Authority ..................................................  6
 12. Indemnification .......................................................  6
 13. General Provisions ....................................................  7

EXHIBIT A - TJC Bakeries and TJC Retail Locations



<PAGE>


                              MANAGEMENT AGREEMENT

     THIS MANAGEMENT  AGREEMENT (the  "Agreement") is made as of the 29th day of
August,  1996, by and between TJ HOLDING COMPANY,  INC., a Delaware  corporation
("Manager"), and T.J. CINNAMONS, INC., a Delaware corporation ("TJC").

                                RECITALS OF FACT

     A. TJC owns and operates, and franchises others ("Franchisees") pursuant to
Franchise Agreements ("Franchise  Agreements") to operate, retail locations that
offer and sell gourmet cinnamon rolls, other bakery products, and beverages, and
are identified by certain trade names, trademarks,  service marks, logos, signs,
and  emblems,  including,  without  limitation  the mark "T.J.  CINNAMONS"  (the
"Proprietary  Marks").  The retail  locations are referred to as "TJC Bakeries."
TJC has also  licensed  or  permitted  others  ("Retail  Licensees")  to use the
Proprietary Information (defined below) to prepare and sell a limited variety of
TJC products  (defined  under the License  Agreement  defined  below) at or from
certain  retail  locations  other than TJC Bakeries  (referred to herein as "TJC
Retail Locations"). The TJC Bakeries and the The Retail Locations are identified
in Exhibit A. For the purposes of this Management  Agreement,  the TJC Bakeries,
along with the Franchise  Agreements,  the New York Bakery (defined below),  and
the TJC Retail Locations,  along with the agreements  governing those locations,
are referred to collectively as "the TJC Franchise System."

     B. Manager has acquired  from TJC pursuant to a purchase  agreement of even
date herewith,  and is the owner of, the Proprietary Marks, secret recipes,  and
technical information  (collectively,  "Proprietary Information") related to the
baking of gourmet cinnamon rolls and related bakery products;  and Arby's, Inc.,
an affiliate of Manager,  and TJC have entered into a license  agreement of even
date herewith (the "License  Agreement")  for the use by TJC of the  Proprietary
Marks and the  Proprietary  Information  to  continue  to service  its  existing
Franchisees and Retail Licensees, and to operate its TJC Bakery in Poughkeepsie,
New York (the "New York Bakery").

     C. In accordance with the License Agreement,  TJC has agreed to operate the
New York  Bakery in  accordance  with the terms and  conditions  of a  Franchise
Agreement,  and to perform the duties and obligations of "franchisee"  under the
Franchise Agreement.

     D. Manager or Arby's,  Inc. owns and  operates,  and  franchises  others to
operate, various retail restaurant concepts, and has experience as a franchisor,
operator, and manager of restaurants.

     E. TJC desires to engage  Manager to manage and  operate the TJC  Franchise
System TJC's behalf,  including exercising the rights of TJC as TJC's agent, and
discharging the  obligations of TJC under the terms of the Franchise  Agreements
and  the  agreements  with  the  


<PAGE>

Retail Licensees.  For the purposes of this Management  Agreement only, the term
Franchise  Agreement  shall be deemed to include the agreements  with the Retail
Licensees.

     F. Any capitalized  term not defined herein will have the meaning  ascribed
to it under the Franchise Agreements.

     With reference to the  above-stated  Recitals of Fact, and in consideration
of the mutual covenants contained herein and other good valuable  consideration,
the receipt of which is hereby acknowledged, TJC and Manager agree as follows:

1. Appointment of Manager

     1.1 Appointment of Manager.  TJC hereby appoints and engages  Manager,  and
Manager  hereby  accepts  sole  and  exclusive  appointment,  on the  terms  and
conditions hereinafter provided, to maintain, operate, manage, and supervise the
TJC Franchise System on behalf of TJC.

     1.2  Delegation  of Authority.  Except as otherwise  provided  herein,  the
duties and  responsibilities  of TJC under  each  Franchise  Agreement  shall be
undertaken and exercised by Manager,  and the operations of the TJC Bakeries and
Retail  Locations  shall be supervised,  directed,  and controlled by Manager in
accordance  with,  but  only  to  the  extent  permitted  under,  the  Franchise
Agreements.  Consistent with the provisions of this Agreement,  Manager shall be
responsible for, and have full power, authority,  discretion,  and control (free
from unreasonable  interference,  interruption,  or disturbance from TJC) in all
matters relating to the operation,  management, and maintenance of the Franchise
System,  including,  without  limitation,   assistance  to  and  supervision  of
Franchisees  and Retail  Licensees;  enforcement of quality  control  standards;
collection of royalties and other  payments;  administration  of the advertising
program;  and,  generally,  all  activities  that  Manager may  determine  to be
necessary or appropriate for the operation,  management,  and maintenance of the
Franchise System. In addition, Manager shall comply with the specific duties and
obligations set forth in Section 5 and Section 6 hereto. TJC appoints Manager as
its attorney-in-fact, and delegates to Manager full responsibility and authority
to carry out its obligations and exercise all of its rights, including the right
to receive  royalty fees and enforce their  collection,  in compliance  with the
terms of the Franchise  Agreements and all agreements ancillary to the Franchise
Agreements, under which the TJC Bakeries and Retail Locations operate.

     2. Term

     2.1 Term. The Term of this Agreement shall commence on the date hereof, and
unless sooner terminated in accordance with the terms herein, shall expire as of
the  date of the  expiration  or  termination  of the last  Franchise  Agreement
remaining in effect.  TJC  acknowledges and agrees that it has no right to grant
new or additional franchises,  and that it may grant only renewals,  extensions,
or transfers of existing  Franchise  Agreements,  subject to the restrictions in
the License Agreement.

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<PAGE>

     2.2 Early  Termination.  This Agreement and the  obligations of the parties
hereunder shall cease prior to expiration of the Term hereof upon the occurrence
of any of the following circumstances:

          2.2.1 In the event  that TJC or  Manager  materially  violates  any of
     their  respective  covenants  and  agreements  herein,  or  defaults in the
     performance  of or is  grossly  negligent  in  carrying  out  any of  their
     respective  obligations  hereunder,  and  shall not  commence  to cure such
     failure  within thirty (30) days after written  notice from the other party
     hereto,  then such other  party may  terminate  this  Agreement  upon prior
     written notice to the defaulting party; or

          2.2.2 In the event TJC is  dissolved,  or transfers  all of its rights
     and  obligations  under  all of the  Franchise  Agreements  and  all of its
     rights,  title  and  interest  to the New  York  Bakery,  the  Manager  may
     terminate this Agreement at the time of such dissolution or transfer;

          2.2.3 In the event Manager  acquires all of TJC's rights,  title,  and
     interest in and to the Franchise Agreements,  excluding the agreements with
     Retail Licensees, as provided for under the License Agreement.

3. Compensation to Manager

     In consideration of Manager's duties hereunder, Manager shall retain all of
the royalty fees  collected by Manager under each  Franchise  Agreement.  In the
event a  Franchisee  fails to pay Manager the  royalty  fee  required  under the
Franchise Agreement,  and if TJC fails to terminate said Franchisee as permitted
under the TJC Franchise  Agreements,  TJC hereby authorizes Manager to undertake
in its sole discretion,  such actions against Franchisee that Manager determines
to recover the monies owed,  which may include  filing suit against a Franchisee
jointly with, or on behalf of, TJC, and Manager may cease providing  services to
Franchisee pursuant to this Agreement.

4.   Certain Duties of TJC

     4.1  Franchise  System  Information.  TJC  shall  provide  to  Manager  all
information  concerning the TJC Franchise  System which it has or which may come
into its possession  which Manager needs to supervise the TJC Franchise  System.
Such  information  shall include,  without  limitation,  copies of the Franchise
Agreements, including all addenda and amendments; names, addresses and telephone
and facsimile  numbers of all Franchisees  and their managers;  reports on prior
defaults  by  franchisees,  sales and  revenue  reports;  royalty  payments  and
delinquency  reports;  copies of bulletins and notices to the Franchise  System,
and such other information as Manager may reasonably request.

     4.2 TJC  Actions.  TJC  shall  take all such  actions  that are  reasonably
necessary  for Manager to exercise  its rights and perform its duties  under the
Franchise Agreements.


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<PAGE>

     4.3 Marketing.  In response to Manager's  Annual Marketing Plan (defined in
Section 6.1) submitted to TJC as required in Section 6.1, TJC shall,  within ten
(10) days of  receipt  of such  Annual  Marketing  Plan,  advise  Manager of any
objections to such Annual Marketing Plan, and shall work with Manager to resolve
any differences.

5. Certain Duties of Manager

     Manager's  obligation  to manage  and  supervise  the  Franchise  System in
accordance with the Franchise Agreements shall include the following duties:

     5.1 Inspections of TJC Bakeries.  Manager shall conduct  inspections of the
TJC Bakeries and each Franchisee's operation under the Franchise Agreement,  and
shall enforce the quality control  standards  established by TJC, which shall be
in conformance with the License Agreement with Manager.  Manager shall take such
actions as Manager  deems  reasonably  necessary to enforce the quality  control
standards of the Franchise  System and the other  requirements  of the Franchise
Agreements,  including,  without  limitation,  issuing  notices of  default  and
termination under the Franchise Agreements, subject to the provisions of Section
8.2 hereof.

     5.2 Reports of Manager's Activities. Manager shall provide periodic reports
to TJC regarding  Manager's actions under the Franchise  Agreements,  including,
without  limitation,   reports  and  information   concerning  (a)  notices  and
communications  sent to  Franchisees  regarding (i) the "Required  Products" and
"Permitted  Products"  under  the  Franchise  Agreement,  and (ii)  updates  and
revisions to the standards and  specifications for the operation of TJC Bakeries
under the Franchise System; (b) the training and assistance  provided by Manager
to TJC  Franchisees;  and (c)  Manager's  review and  approval of  products  and
supplies,  and the introduction of any new product or supply.  TJC shall have no
right to  prohibit  the  introduction  by Manager of any new  product or supply,
unless such action by Manager  would be a violation of a Franchise  Agreement or
the License Agreement.

     5.3 Revenue Reports.  Manager shall provide to TJC, on the twentieth (20th)
day of April,  July,  October,  and January,  quarterly  reports  containing the
Franchisees' sales, royalty fees, advertising fees, and accounts receivable data
for the  preceding  calendar  quarter;  to the extent  Manager has received such
information from the Franchisees.


6. Advertising

     6.1 Annual Marketing Plan. By no later than September 30 each year, Manager
shall provide TJC with a proposed plan for system-wide,  regional,  cooperative,
local,  and  in-store  advertising,  marketing  and  promotional  materials  and
programs (the "Annual  Marketing  Plan") for the next calendar  year.  TJC shall
provide Manager with any specific  objections or changes to the Annual Marketing
Plan.   Following   Manager's  and  TJC's   discussion  and  resolution  of  any
differences,  Manager shall  implement the Annual  Marketing  Plan (as it may be
revised pursuant to any discussions with TJC).

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<PAGE>

     6.2 National  Advertising  Fund.  Manager  shall  deposit into the National
Advertising  Fund all advertising  fees collected from Franchisees in accordance
with the  requirements  of the  Franchise  Agreement.  Manager  shall manage the
National  Advertising Fund for the benefit of the System, in accordance with the
terms and  conditions  in the  Franchise  Agreements.  Manager shall utilize the
National Advertising Fund in a manner consistent with the Annual Marketing Plan.

     6.3  Advertising  Materials.  Manager  shall prepare such  advertising  and
marketing  material for the Franchise System as Manager deems necessary,  and in
accordance with TJC's obligations under the Franchise Agreements.

7. Proprietary Marks

     TJC hereby  delegates  and  assigns  to  Manager,  TJC's  rights to control
Franchisees' use of the Proprietary Marks, and TJC's rights to direct,  control,
and supervise all actions,  administrative  proceedings, or litigation involving
the Proprietary Marks, including the settlement thereof.

8. TLJ Franchise Agreements

     8.1  Renewals  and  Transfers.  Manager  shall  not have the right to grant
renewals,  extensions,  or  transfers  of a  Franchise  Agreement  or  ownership
interests in a Franchisee or Retail Licensee, except as specifically directed by
TJC, on behalf of TJC.

     8.2  Termination.  Manager  shall not have the right to  terminate  any TJC
Franchise  Agreement.  In the event  Manager  believes  that a Franchisee  is in
default  of  the  Franchise  Agreement,   Manager  shall  recommend  to  TJC  an
appropriate course of action. If TJC decides to terminate a Franchise Agreement,
TJC shall  provide  copies of all  notices of  termination  to Manager  prior to
delivery to  Franchisee.  If instructed  by TJC,  Manager shall send a notice of
default or  termination  on behalf of and as agent for, TJC, as may be permitted
under the Franchise Agreement and applicable law.

9. Accounts and Records

     9.1 Books and Records. In addition to the reports specified in Section 5.2,
Manager  shall  maintain  such books and records as Manager  deems  necessary to
provide  quarterly  reports to TJC  regarding  the status and  activities of the
Franchise  System.  TJC shall have the right, at all times, to inspect all books
and records with respect to the TJC Bakeries,  and the books and records created
by  Manager  that  pertain  solely  to  Manager's  activities  pursuant  to this
Agreement.

     9.2  Tax  Returns.  TJC and  Manager  each  shall  be  responsible  for the
preparation of their respective income tax forms,  reports, and returns required
by any federal, state, county, municipal authority.


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<PAGE>



10. Insurance

     Manager  shall not be  required  to  maintain  any  insurance  policies  in
addition  to  its  current  policies  maintained  by  it  with  respect  to  its
franchising activities of other restaurant systems. TJC shall maintain insurance
policies of the type and amount TJC carried as of May 31, 1996,  as specified in
the License Agreement.

11. Management  Authority

     11.1 Contracts.  Except as prohibited by TJC, Manager is authorized to make
and enter to all such  contracts and  agreements  as are required,  in Manager's
reasonable business judgment, for the operation, maintenance, and service of the
Franchise System.

     11.2  Employment  of  Personnel.  Manager  shall  utilize its  employees to
perform the services required hereunder.  Except for the compensation  specified
in Section 3,  Manager  shall not be entitled to payment or  reimbursement  from
TJC,  for any  reasonable  travel  related  expenses,  including  air and ground
transportation, lodging, and needs incurred in connection with visits to the TJC
Bakeries  by  Manager's  employees.   If  TJC  specifically  requests  Manager's
employees to incur  out-of-pocket  expenses to manage the Franchise System,  TJC
shall reimburse Manager for such expenses.

     11.3  Extraordinary  Services.  Except as otherwise  provided for under the
terms of this  Agreement,  Manager shall not be obligated  under the  Management
Agreement to provide any services of its legal, accounting, or similar staff, or
any other service of a professional,  technical,  extraordinary,  or non-routine
nature, to or on behalf of TJC. Any such services as may be requested by TJC and
provided  by Manager  shall be upon such terms and  provisions  as may be agreed
upon by Manager and TJC at the time of such services.

12. Indemnification

     12.1  Indemnification  by TJC. TJC shall  indemnify and hold  Manager,  its
affiliates, and their respective officers, directors,  shareholders,  agents and
employees  harmless  against and from any and all  out-of-pocket  loss,  claims,
demands,   liabilities,   damages,  costs  and  expenses  (including  reasonable
attorneys'  fees)  resulting  from:  (a) any  material  breach of any  covenant,
representation,  or warranty of TJC contained in this Agreement;  and/or (b) any
claim by a Franchisee for a breach of a TJC Franchise Agreement or the violation
of any law regarding the offer, sale, renewal,  transfer,  or termination of the
TJC  Franchise  Agreement;  except for claims  arising  out of  Manager's  gross
negligence  under  this  Agreement;  and/or  (c) any  claim  by a  third  party,
including  any  governmental  authority,  arising  out of or relating to (i) the
operation of the Franchise System, (ii) the sale, transfer or termination of any
TJC Franchise Agreement,  (iii) the manufacture,  production,  marketing,  sale,
purchase,   distribution,   use  or  consumption   of  its  products   produced,
distributed,  or sold at or from a TJC Bakery;  except for claims arising out of
Manager's gross negligence or intentional actions under this Agreement.


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<PAGE>

     12.2 Indemnification by Manager.  Manager shall indemnify and hold harmless
TJC and its affiliates, and their respective officers, directors,  shareholders,
agents and employees  against and from any and all out-of-pocket  loss,  claims,
demands,  liabilities,   damages,  costs,  and  expenses  (including  reasonable
attorneys'  fees)  resulting  from:  (i) any  material  breach of any  covenant,
representation,  or warranty of Manager contained in this Agreement; and/or (ii)
any claims by a Franchisee for breach of a TJC Franchise  Agreement;  except for
claims arising out of TJC's gross  negligence,  or the  implementation  of TJC's
instructions to Manager that were  inconsistent with the terms and conditions of
the Franchise Agreements.

13. General Provisions

     13.1  Relationship.  It is the  intent of the  parties  hereto to create an
independent  contract between TJC and Manager hereby, and Manager shall not have
the power to bind or  obligate  TJC,  except as  specifically  set forth in this
Agreement or as otherwise approved by TJC in writing.

     13.2  Benefits  and  Obligations.   The  covenants  and  agreements  herein
contained  shall  inure to the  benefit  of, and be binding  upon,  the  parties
hereto, and their respective successors permitted assigns.

     13.3  Notices.  Any  and all  notices  required  or  permitted  under  this
Agreement  shall be in  writing,  and  shall be  personally  delivered,  sent by
registered mail,  reputable overnight delivery service,  facsimile,  or by other
means which affords the sender evidence of delivery or rejected delivery, to the
respective  parties  at the  addresses  designated  below,  unless  and  until a
different address has been designated by written notice to the other party.

         If to Manager:   TJ Holding Company, Inc.
                          1000 Corporate Drive
                          Ft. Lauderdale, FL 33334-3651
                          Fax: (305) 351-5619
                          Attn: John Vanderslice, Vice President

         If to TJC:       T.J. Cinnamons, Inc.
                          135 Seaview Drive
                          Secaucus, New Jersey 07094
                          Fax: (201) 422-0858
                          Attn: Alan S. Gottlich, Vice Chairman/CFO


Any notice by a means which affords the sender evidence of delivery, or rejected
delivery,  shall be deemed to have been given at the date and time of receipt or
rejected delivery.

     13.4 Entire  Agreement.  This Agreement is the entire agreement between the
parties  with  respect  to  the  subject   matter  hereof  and  no   alteration,
modification,  or  interpretation  hereof shall be binding unless in writing and
signed by the parties hereto.


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<PAGE>

     13.5  Severability.  The  parties  agree  that  if any  provisions  of this
Agreement may be construed in two ways,  one of which would render the provision
illegal or otherwise void or unenforceable,  and the other of which would render
the provision valid and enforceable, such provision shall have the meaning which
renders  it valid  and  enforceable.  The  language  of each  provision  of this
Agreement  shall be  construed  according  to its fair  meaning and not strictly
against any party.  It is the intent of the parties that the  provisions of this
Agreement  be  enforced  to the  fullest  extent,  and should any court or other
public agency  determine that any provision herein is not enforceable as written
in this Agreement,  the provision shall be amended so that is enforceable to the
fullest  extent   permissible   under  the  laws  and  public  policies  of  the
jurisdiction  in  which  the  enforcement  is  sought.  The  provisions  of this
Agreement are severable, and this Agreement shall be interpreted and enforced as
if all completely invalid or unenforceable  provisions were not contained in the
Agreement,  and partially valid and enforceable  provisions shall be enforced to
the extent that they are valid and enforceable.

     13.6  Conflict  with  License  Agreement.  In the event of any  conflict or
inconsistency  between the terms of this  Agreement and the terms of the License
Agreement, the terms of the License Agreement shall be controlling.

     13.7 Applicable Law. The entering into, performance,  and interpretation of
this Agreement shall be governed,  construed, and interpreted by the laws of the
state of Florida  without  regard to the law of conflicts  (and  without  giving
effect to the  application  of Florida  choice-of-law  rules).  Manager  and TJC
hereby agree that to the extent that any disputes  arise that cannot be resolved
directly between the parties,  the parties shall file any necessary suit only in
the federal or state court having  jurisdiction where Manager's principal office
is then located.  The parties irrevocably submit to the jurisdiction of any such
court and waive any objection they may have to either the  jurisdiction or venue
of any such  court.  This  Section  13.7 shall not be  interpreted  to apply any
franchise law or business  opportunity law to the  relationship  between Manager
and TJC or the subject  matter of this  Agreement,  which would not otherwise be
applicable.

     13.8 Assignment. Manager shall have the right to transfer any of its rights
or delegate any of its duties under this  Agreement to any affiliate of Manager,
or to any entity to whom  Manager  transfers or assigns its rights in and to the
License  Agreement.  The term "affiliate" shall include any person or entity (or
combination  thereof)  controlling,  controlled by or under common  control with
Manager. TJC shall not transfer any of its rights or interests in this Agreement
or in the Franchise  Agreements  except in accordance with the provisions of the
License Agreement.

     13.9 No Third Party  Rights.  Except as expressly  provided to the contrary
herein,  nothing in this Agreement is intended,  nor shall be deemed,  to confer
upon any  person  or  legal  entity  other  than  TJC,  Manager,  and  Manager's
affiliates and their respective officers,  directors, and employees, and such of
TJC's and Manager's respective successors and assigns (as may be permitted under
this Agreement) any rights or remedies under or by reason of this Agreement.


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<PAGE>

     IN WITNESS  WHEREOF,  the parties have caused this Agreement to be executed
as of the day and year first above written.

T.J. Cinnamons. Inc.                   TJ Holding Company. Inc.
TJC                                    Manager

By: _______________________            By: _______________________

Name: ______________________           Name: _______________________

Title: _______________________         Title: _______________________



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<PAGE>

                                    EXHIBIT A
                                       to
                              Management Agreement


TJC Bakeries
------------

       Franchisee Name                         Location
       ---------------                         --------

       See attached list (Schedule A-1)
       
       T.J. Cinnamons, Inc.                    Poughkeepsie Gallerie Mall, #129
                                               790 South Road
                                               Poughkeepsie, NY 126.01


TJC Retail Locations
--------------------

       Retail Licensee                         Location
       ---------------                         --------

       See attached list (Schedule A-2)



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<PAGE>

                                            Schedule A-1 to Management Agreement


SCHEDULE 3.7

LISTING OF THE LOCATIONS OF T.J CINNAMONS BAKERIES



<TABLE>
<CAPTION>
                                                                                                                        Form of
                                                                                                Bakery                 Franchise
   Franchisee        Bakery #  Bakery Street Address                    Town            State    Zip       Phone #     Agreement
   ----------        --------  ---------------------                    ----            -----   -----   -----------    ----------

<S>                   <C>      <C>                                      <C>               <C>   <C>     <C>            <C>  
AJAM, ROBERT          216-01   3613 F. AMBASSADOR CAFFREY PKWY.         LAFAYETTE         LA    70503   318-988-2800   STD/87/FA

ALLEN, EDWARD         041-01   WINDY HILLS, 2359 WINDY HILLS ROAD 
                               SUITE 340                                MARIETTA          GA    30067   404-953-1997   STD/86/FA

ALLEN, EDWARD         041-02   PARK AIRE LANDING 640 JOHNSON FERRY RD.  MARIETTA          GA    30067   404-977-3685   STD/88/FA

ALLEN, EDWARD         041-03   MACY'S CELLAR, 180 PEACHTREE ST. N.W.    ATLANTA           GA    30303   404-221-7932   STD/87/FA

ALLEN, EDWARD         041-05   MACY'S LENOX SQ., 
                               3393 PEACHTREE ST. N.E                   ATLANTA           GA    30326   404-231-8928   STD/87/FA

ALLEN, EDWARD         041-06   NORTHLAKE MALL, 4400 BRIAR CLIFF ROAD    DECATUR           GA    30345   404-231-8928

BAKKER, RICK          160-01   BALDWIN HILLS CRENSHAW PLAZA MLKBLVD     LOS ANGELES       CA    90008   213-291-5313   STD/87/FA

BONANNO, FRANK        190-09   EMERALD SQ. MALL, 
                               999 S. WASHINGTON AVE.                   N. ATTELBOROUGH   CA    02760   508-695-3799   STD/1988

BONOMO, VINCENT       190-01   2700 POTOMAC MILLS MALL CIRCLE #808      WOODBRIDGE        VA    22192   703-821-3080   STD/87/FA

BONOMO, VINCENT       190-00   TYSON GALLERIA, 
                               1790 U INTERNATIONAL DR.#3502            MCCLEAN           VA    22102   703-821-7944   STD187/FA

BONOMO, VINCENT       190-08   ST CHARLES TOWN CTR. 
                               5000 ROUTE 301 SOUTH                     WALDORF           MD    20603   301-870-0811   STD/87/FA

BUCHANAN, LARRY       209-01   FANEUL HALL, SPACE #5                    BOSTON            MA    02109   617-387-8282   STD/87/FA

BURNETT, GARY/J UDY   234-01   SUGAR CREEK VILLAGE, 
                               13881 U.S. HIGHWAY 59                    SUGARLAND         TX    77478   713-242-7655   STD/87/FA

BUTTS, JEFF/SHIRLEY   015-02   ENCANTADA SO. 2665 LOUISIANNA N.E.       ALBUQUERQUE       NM    87110   505-884-1115   STD/87/FA

CLEMENTS, STEVE       030-01   VICTORIA SQUARE SHOPS 401 W. MAIN        LEXINGTON         KY    40507   306-255-8824   STD/86/FA

DOHERTY, EDWARD       031-01   DANBURY FAIR MALL, 
                               7 BACKUS AVE. BOX 394                    DANBURY           CT    06810   203-794-9866   STD/86/FA
FRAZZETTA, 
  STEVEN/VIRGINIA     185-01   UNVERSITY COMMONS, 343 S. COLLEGE ROAD   WILMNGTON         NC    28409   910-395-5240   STD/87/FA

GLOYNA, SCOTT         072-01   319 E. 82ND STREET                       LUBBOCK           TX    79404   806-745-3409   STD/87/FA

HEFFERNAN, THOMAS     244-01   CRANBERRY MALL, 400 N. CENTER ST.        WESTMINSTER       MD    21157   410-876-6837   STD/87/FA

HEIN, RONALD          266-01   CTR. AT SALISBURY, 
                               2300 N. SALISBURY BLVD - B104            SALISBURY         MD    21801   410-860-9361   STD/10002511

JEFFREY, BRUCE        213-01   11121 RODNEY PARHAM                      LITTLE ROCK       AR    72212   501-223-2048   STD/87/FA

KYLE, CAROL           235-01   205 SOUTH BURLINGTON                     HASTINGS          NE    68901   402-463-1727   STD/87/FA

LUZZI, MlIKE          238-01   PRINCETON MARKET FAIR, 
                               3535 U.S. ROUTE 1                        PRINCETON         NJ
                                                                                                08540   609-520-8392   STD/1988

MAHMOOD, IRFAN        223-01   30 STATE HOUSE SQUARE PAVILION           HARTFORD          CT    06103   203-524-8022   STD/87/FA

MAYHEW, DICK          214-01   UNIVERSITY MALL, 155 DORSET STREET       SOUTH BURLINGTON  VT    05403   802-865-9287   STD/1988

McCLAY, KAREN         267-01   202 FRANKLIN MILLS CIRCLE                PHLADELPHIA       PA    19154   215-281-2691   STD/10002511

MCGRATH, MICHAEL      270-01   1001 BARNES CROSSING SPACE 115
                               MALL AT BARNES CROSSING                  TUPELO            MS    38801   601-840-3420   2/95

MENDENHALL, EDWARD    178-01   BAREFOOT LANDING, 
                               4860 HIGHWAY 17 SOUTH                    N. MYRTLE BEACH   SC    29592   803-272-1935   STD/87/FA

MEYER, ROBERT         249-01   16720 REDMOND WAY, SUITE A               REDMOND           WA    98052   206-882-3636   STD/1989
                     
MEYER, ROBERT         249-02   FIRST INTERSTATE CENTER 
                               999 3RD AVE. -- PLAZA LEVEL              SEATTLE           WA    98104    206-223-8930   NEW
                     
MILLER, CONNIE        210-01   HONEY CREEK SQ. MALL, 
                               #D/5B HIGHWAY 41 SOUTH & I-70            TERREHAUTE        IN    47802   612-232-2606   10002729/
                                                                                                                       INDIANA
MORAN, LINDA          224-01   GOLD COAST MALL, 
                               11503-05 COASTAL HIGHWAY                 OCEAN CITY        MD    21642   410-723-2932   STD/87/FA
                     
NATCHIONNE, STEVE     257-01   ELECTRIC CO MALL, 
                               2526 HILLSBOROUGH STREET                 RALEIGH           NC    27607   319-846-6070   STD/1988
                                                                                              
NATCHIONNE, STEVE     257-02   CELEBRATION AT SIX FORKS,                                      
                               7321 SIX FORKS ROAD                      RALEIGH           NC    27615   919-846-9004   STD/1988
                                                                                               
NATCHIONNE, STEVE     257-03   CRABTREE VALLEY MALL 4325 GLENWOOD AVE   RALEIGH           NC    27615   919-782-3070
                                                                                               
PATEL, UDAY           188-01   CASTLETON POINT, 5499 E. 82ND STREET     INDIANAPOLIS      IN    46250   317-842-6597   STD/197/FA
                                                                                               
POWELL, JOHN         264-01    LINCOLN VILLAGE,                                                
                               6406 NORTH INTERSTATE HWY. 35            AUSTIN            TX    78752   512-452-7655   STD/10002511
                                                                                               
QUAGLIATA, TERRY     211-02    12 CORNERS SHOPPING PLAZA,                                      
                               1890 MONROE AVE.                         ROCHESTER         NY    14618   716-473-1310   STD/87/FA
                                                                                               
ROELKER, RICHARD     198-01    BROADWAY/PANTANO CTR                                            
                               7865 E. BROADWAY BLVD #175               TUCSON            AZ    85710   602-298-2253   STD/87/FA
                                                                                               
RYKACESKI, MIKE      209-01    #245 PARKWAY CENTER MALL                 PITTSBURGH        PA    15220   412-921-8511   STD/87/FA
                                                                                               
BROWN, RON           206-01    VENTURE PARK, 306 N ROCK ROAD SUITE 20   WICHITA           KS    67206   316-686-7777   STD/87/FA
                                                                                               
SPRAYBERRY, DAN      268-01    #154 UNIVERSITY MALL,                                           
                               1701 MCFARLAND BLVD.                     EAST TUSCALOOSA   AL    35405   205-556-1122   STD/87/FA
                                                                                               
ROSE, DAN            219-01    GILRICH MALL, 1016 W. 41 ST. STREET      SIOUX FALLS       SD    57105   305-336-1948   STD/87/FA
                                                                                               
WARD, GREG           001-01    WOODLAND HILLS MALL,                                            
                               7021 S. MEMORIAL DRIVE                   TULSA             OK    74133   916-250-9228       --
                                                                                               
WARFIELD, ROBERT     226-01    WONDER MARKET PLAZA, 221-223 PARK AVE    WORCESTER         MA    01609   506-753-0724   STD/87/FA
                                                                                              
WRIGHT, TUCKER       216-01    226 COUNTY ROAD                          BARRINGTON        RI    02806   401-245-0460   STD/1988

</TABLE>

<PAGE>


                     Schedule A-2 (to Management Agreement)

                              TJC Retail Locations

     1. Texaco  StarMart  Locations (and one Exxon  location)  identified on the
attached list

     2. Petro stations, owned by the entities designated in the letter agreement
dated November 21, 1995, proposed to be located at:

            a.   Petro 2
                 2125 N. 9th
                 Salinas, Kansas 67401
            
            b.   9787 U.S. Route 40 West
                 New Paris, Ohio 45347
            
            c.   Petro of York
                 4700 S. Lincoln
                 York, Nebraska 68467
    
     3. United Petroleum location at:

         United Petroleum
         1133 Kingston Pike
         Knoxville, Tennessee 37922



<PAGE>



T.J. Cinnamons, Inc
Schedule of Texaco Starmart Locations
Pursuant to the Brice Foods License Agreement

                                                                  Date
 Locations                                                      Installed
 ---------                                                      ---------
 Exxon Texarkana                                                05/25/95
 Texaco - Jackson City MO                                       12/26/94
 Texaco - Platte, MO                                            12/26/94
 Texaco - Olathe KS                                             12/26/94
 Texaco - Overland Park KS                                      12/26/96
 Texaco - Johnson City KS                                       01/26/95
 Texaco - Tulsa Yale St                                         05/04/95
 Texaco - San Diego                                             08/15/95
 Texaco - Santa Clarita                                         08/25/95
 Texaco - Burbank                                               08/25/95
 Texaco - Merriam KS                                            10/15/95
 Texaco - S. Peoria Tulsa                                       09/25/95
 Texaco - White Oak/Fayetteville AR                             10/20/95
 Texaco - Westminister CO                                       Jan-96
 Texaco - Thornton CO                                           01/06/96
 Texaco - Denver CO                                             01/06/96
 Texaco - Tuelafin OR                                           04/01/96
 Texaco - Sherwood AR                                           11/14/95
 Texaco - Blue Springs MO                                       10/15/95
 Texaco - Sarasota FL                                           01/23/96
 Texaco - Anaheim CA                                            10/01/95
 Texaco - E. Kansas City MO                                     02/01/96
 Texaco - Mt Shasta CA                                          04/01/96
 Texaco - Azuza CA                                              02/01/96
 Texaco - Pomona CA                                             02/01/96
 Texaco - Victorville CA                                        02/01/96
 Texaco - Overland Park, KS                                     02/01/96
 Texaco - Independence MO                                       04/01/96
 Texaco - Belton MO                                             02/01/96
 Texaco - Kansas City MO                                        02/01/96
 Texaco - Oklahoma City OK                                      04/30/96
 Texaco - Fayetteville AR                                       04/22/96
 Texaco - Pleasant Valley MO                                    04/01/96