<PAGE>
                                                                   EXHIBIT 10.28


                       AMENDED AND RESTATED LOAN AGREEMENT



                                      among



                           FINOVA CAPITAL CORPORATION,
                                    as Lender


                                       and



                                  SYBRA, INC.,
                                   as Borrower







                             Dated as of May 2, 2000

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                                TABLE OF CONTENTS

                                                                            PAGE

ARTICLE I - DEFINITIONS AND DETERMINATIONS...................................1
      1.1   Definitions......................................................1
      1.2   Time Periods....................................................18
      1.3   Accounting Terms and Determinations.............................18
      1.4   References......................................................19
      1.5   FINOVA's Discretion.............................................19
      1.6   Borrower's Knowledge............................................19

ARTICLE II - LOANS AND TERMS OF PAYMENT.....................................19
      2.1   Tranche A Loan..................................................19
            2.1.1 Amount and Disbursement...................................19
            2.1.2 Use of Proceeds...........................................19
            2.1.3 Tranche A Note............................................19
            2.1.4 Reborrowing...............................................19
            2.1.5 Interest..................................................19
            2.1.6 Payments..................................................19
            2.1.7 Voluntary Prepayments.....................................20
            2.1.8 Mandatory Prepayments.....................................20
      2.2   Tranche B Loan..................................................21
            2.2.1 Amount and Disbursement...................................21
            2.2.2 Use of Proceeds...........................................21
            2.2.3 Tranche B Note............................................21
            2.2.4 Reborrowing...............................................21
            2.2.5 Interest..................................................21
            2.2.6 ..........................................................21
            2.2.7 Voluntary Prepayments.....................................21
            2.2.8 Mandatory Prepayments.....................................21
      2.3   Tranche C Loan..................................................22
            2.3.1 Amount and Disbursement...................................22
            2.3.2 Use of Proceeds...........................................23
            2.3.3 Tranche C Note............................................23
            2.3.4 Reborrowing...............................................23
            2.3.5 Interest..................................................23
            2.3.6 Payments..................................................23
            2.3.7 Voluntary Prepayments.....................................24
            2.3.8 Mandatory Prepayments.....................................24
      2.4   Tranche D Loan..................................................24
            2.4.1 Amount and Disbursement...................................25
            2.4.2 Use of Proceeds...........................................25
            2.4.3 Tranche D Note............................................25
            2.4.4 Reborrowing...............................................25
            2.4.5 Interest..................................................25
            2.4.6 Payments..................................................25

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            2.4.7 Voluntary Prepayments.....................................25
            2.4.8 Mandatory Prepayments.....................................26
      2.5   Tranche E Loan..................................................26
            2.5.1 Amount and Disbursement...................................26
            2.5.2 Use of Proceeds...........................................27
            2.5.3 Tranche E Note............................................27
            2.5.4 Reborrowing...............................................27
            2.5.5 Interest..................................................27
            2.5.6 Payments..................................................27
            2.5.7 Voluntary Prepayments.....................................27
            2.5.8 Mandatory Prepayments.....................................27
      2.6   Loan Fees.......................................................28
            2.6.1 Closing...................................................28
            2.6.2 Maintenance Fee...........................................28
            2.6.3 Tranche D Loan Fee........................................28
            2.6.3 Tranche E Loan Fees.......................................28
            2.6.4 Non-Utilization Fee.......................................28
      2.7   Late Charges....................................................29
      2.8   No Prepayment Premium...........................................29
      2.9   Involuntary Prepayment..........................................29
      2.10  Payments after Event of Default.................................29
      2.11  Interest Computation; Maximum Interest..........................29
            2.11.1   Interest Computation...................................29
            2.11.2   Maximum Interest.......................................29
      2.12  Reliance on Notices.............................................30

ARTICLE III - GUARANTY AND SECURITY.........................................30
      3.1   Guaranty........................................................30
      3.2   Collateral......................................................30
      3.3   Release of Security Interests...................................30
            3.3.1 Release of Tranche A Collateral...........................31
            3.3.2 Release of Tranche B Collateral...........................31
            3.3.3 Release of Tranche C Collateral...........................31
            3.3.4 Release of Tranche D Collateral...........................31
            3.3.5 Release of Tranche E Collateral...........................31
      3.4   Substitution of Collateral Stores...............................31

ARTICLE IV - CONDITIONS OF CLOSING..........................................31
      4.1   Conditions of all Loans.........................................31
            4.1.1 Representations and Warranties............................31
            4.1.2 Performance; No Default...................................32
            4.1.3 Opinions of Counsel.......................................32
            4.1.4 Security Interests........................................32
            4.1.5 Approval of Instruments and Security Interests............32
            4.1.6 Licenses..................................................32
            4.1.7 Use of Assets.............................................32
            4.1.8 No Material Adverse Effect................................32

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            4.1.9  Business and Flood Insurance.............................32
            4.1.10 Environmental............................................32
            4.1.11 Payment of Fees and Expenses.............................33
      4.2   Conditions of Disbursement of Tranche B Loan and Advances of the
            Tranche C Loan..................................................33
            4.2.1 Appraisals................................................33
            4.2.2 Minimum Store Level Fixed Charge Coverage.................33
            4.2.3 Delivery of Documents.....................................33
            4.2.4 Title Insurance; Survey...................................34
            4.2.5 Opinions of Counsel; Direction for Delivery...............35
            4.2.6 Financial Statements; Inspection..........................35
      4.3   Conditions of Disbursement of the Tranche D Loan................35
            4.3.1 Preliminary Deliveries....................................35
            4.3.2 Consummation of Tranche D Acquisition.....................35
            4.3.3 Appraisals................................................35
            4.3.4 Store Fixed Charge Coverage...............................35
            4.3.5 Tranche D Notice of Borrowing.............................36
            4.3.6 Tranche D Payment Schedule................................36
            4.3.7 Delivery of Documents.....................................36
            4.3.8 Title Insurance; Survey...................................37
      4.4   Conditions of Disbursement of Advances of the Tranche E Loan....37
            4.4.1 Designation of Tranche E Store............................37
            4.4.2 Appraisals and Evidence of Financeable Costs..............37
            4.4.3 Amount of Advance.........................................37
            4.4.4 Store Fixed Charge Coverage...............................38
            4.4.5 Tranche E Notice of Borrowing.............................38
            4.4.6 Tranche E Payment Schedule................................38
            4.4.7 Delivery of Documents.....................................38
            4.4.8 Title Insurance; Survey...................................39

ARTICLE V - REPRESENTATIONS AND WARRANTIES..................................39
      5.1   Existence and Power.............................................39
      5.2   Authority.......................................................39
      5.3   Borrower Capital Stock and Related Matters......................39
            5.3.1 Borrower Capital Stock....................................39
            5.3.2 Restrictions..............................................40
      5.4   Binding Agreements..............................................40
      5.5   Business and Property; Collateral Stores........................40
            5.5.1 Business and Property.....................................40
            5.5.2 Collateral Stores; Other Locations........................40
            5.5.3 Collateral Store Leases...................................40
            5.5.4 Licenses and Franchise Agreements.........................40
            5.5.5 Operating Agreements......................................41
            5.5.6 Real Estate...............................................41
            5.5.7 Operation and Maintenance of Equipment....................41
            5.5.8 Title to Property; Liens..................................41
      5.6   Indebtedness for Borrowed Money.................................41
      5.7   Financial Statements............................................41

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      5.8   Litigation......................................................42
      5.9   Defaults in Other Agreements; Consents; Conflicting Agreements..42
      5.10  Taxes...........................................................42
      5.11  Compliance with Applicable Laws ................................42
      5.12  Patents, Trademarks, Franchises, Agreements.....................42
      5.13  Regulatory Matters..............................................43
      5.14  Environmental Matters...........................................43
      5.15  Application of Certain Laws and Regulations.....................43
            5.15.1 Investment Company Act...................................43
            5.15.2 Holding Company Act......................................43
            5.15.3 Foreign or Enemy Status..................................43
            5.15.4 Regulations as to Borrowing..............................43
      5.16  Margin Regulations..............................................43
      5.17  No Misrepresentation............................................44
      5.18  Employee Benefit Plans..........................................44
            5.18.1 ERISA and Code Compliance and Liability..................44
            5.18.2 Funding..................................................44
            5.18.3 Prohibited Transactions and Payments.....................44
            5.18.4 No Termination Event.....................................44
            5.18.5 ERISA Litigation.........................................44
      5.19  Employee Matters................................................45
            5.19.1 Collective Bargaining Agreements; Grievances.............45
            5.19.2 Claims Relating to Employment............................45
      5.20  Burdensome Obligations..........................................45
      5.21  Broker Fees.....................................................45

ARTICLE VI - AFFIRMATIVE COVENANTS..........................................45
      6.1   Legal Existence; Good Standing..................................45
      6.2   Inspection......................................................45
      6.3   Financial Statements and Other Information......................46
            6.3.1 Quarterly Statements......................................46
            6.3.2 Annual Statements.........................................46
            6.3.3 Compliance Certificate....................................46
            6.3.4 Audit Reports.............................................46
            6.3.5 Notice of Defaults; Loss..................................47
            6.3.6 Notice of Suits; Adverse Events...........................47
            6.3.7 Reports to Shareholders, Creditors and Governmental
                  Bodies....................................................47
            6.3.8 ERISA Notices and Requests................................47
            6.3.9 Other Information.........................................48
      6.4   Reports to Governmental Bodies and Other Persons................48
      6.5   Maintenance of Licenses and Franchise Agreements................49
      6.6   Insurance.......................................................49
            6.6.1 Maintenance of Insurance..................................49
            6.6.2 Claims and Proceeds.......................................49
      6.7   Environmental Matters...........................................50
      6.8   Compliance with Laws............................................50
      6.9   Taxes and Claims................................................50

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      6.10  Maintenance of Properties.......................................50
      6.11  Approvals.......................................................50
      6.12  Payment of Indebtedness.........................................51

ARTICLE VII - NEGATIVE COVENANTS............................................51
      7.1   Borrowing.......................................................51
      7.2   Liens...........................................................51
      7.3   Merger and Acquisition..........................................51
      7.4   Contingent Liabilities..........................................51
      7.5   Dividends and Distributions.....................................51
      7.6   Equipment Leases................................................51
      7.7   Fundamental Business Changes....................................52
      7.8   Facility Sites..................................................52
      7.9   Sale or Transfer of Assets......................................52
      7.10  Amendment of Certain Agreements.................................52
      7.11  Fundamental Business Changes....................................52
      7.12  Transactions with Affiliates....................................52
      7.13  Compliance with ERISA...........................................52
      7.14  Borrower Fixed Charge Coverage Ratio............................53

ARTICLE VIII - DEFAULT AND REMEDIES.........................................53
      8.1   Events of Default...............................................53
            8.1.1 Default in Payment........................................53
            8.1.2 Breach of Covenants.......................................53
            8.1.3 Breach of Warranty........................................53
            8.1.4 Default Under Other Indebtedness for Borrowed Money.......54
            8.1.5 Bankruptcy................................................54
            8.1.6 Judgments.................................................54
            8.1.7 Impairment of Licenses; Other Agreements..................54
            8.1.8 Collateral................................................55
            8.1.9 Plans.....................................................55
            8.1.10 Change in Control........................................55
            8.1.11 Guaranty.................................................55
      8.2   Acceleration of Borrower's Obligations..........................55
      8.3   Remedies on Default.............................................55
            8.3.1 Enforcement of Security Interests.........................56
            8.3.2 Other Remedies............................................56
      8.4   Application of Funds............................................56
            8.4.1 Expenses..................................................56
            8.4.2 Borrower's Obligations....................................56
            8.4.3 Surplus...................................................56
      8.5   Performance of Borrower's Obligations...........................56

ARTICLE IX - CLOSING........................................................56

ARTICLE X - EXPENSES AND INDEMNITY..........................................57
      10.1  Attorneys'Fees and Other Fees and Expenses......................57

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            10.1.1 Fees and Expenses for Preparation of Loan Instruments....57
            10.1.2 Fees and Expenses in Enforcement of Rights or
                   Defense of Loan Instruments..............................57
      10.2  Indemnity.......................................................57
            10.2.1 Brokerage Fees...........................................57
            10.2.2 General..................................................57
            10.2.3 Operation of Collateral; Joint Venturers.................58
            10.2.4 Environmental Indemnity..................................58

ARTICLE XI - MISCELLANEOUS..................................................58
      11.1  Notices.........................................................58
      11.2  Survival of Loan Agreement; Indemnities.........................59
      11.3  Further Assurance...............................................60
      11.4  Taxes and Fees..................................................60
      11.5  Severability....................................................60
      11.6  Waiver..........................................................60
      11.7  Modification of Loan Instruments................................60
      11.8  Captions........................................................60
      11.9  Successors and Assigns..........................................60
      11.10 Remedies Cumulative.............................................60
      11.11 Entire Agreement; Conflict......................................61
      11.12 Applicable Law..................................................61
      11.13 Jurisdiction and Venue..........................................61
      11.14 Waiver of Right to Jury Trial...................................61
      11.15 Estoppel Certificate............................................61
      11.16 Consequential Damages...........................................62
      11.17 Counterparts....................................................62
      11.18 No Fiduciary Relationship.......................................62
      11.19 Sale of Notes; Participations...................................62
      11.20 Publicity.......................................................62


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                                LIST OF EXHIBITS


Exhibit 1.1(A)          -     Form of Compliance Certificate
Exhibit 1.1(B)          -     Indebtedness to be Refinanced
Exhibit 1.1(C)          -     Form of Landlord's Waiver (Leasehold  Mortgage
Stores)
Exhibit 1.1(D)          -     Form of Landlord's Waiver (Non-Leasehold Mortgage
                              Stores)
Exhibit 1.1(E)          -     Form of Tranche C Conversion Request
Exhibit 1.1(F)          -     Form of Tranche C Decision Notice
Exhibit 1.1(G)          -     Form of Tranche C Notice of Borrowing
Exhibit 1.1(H)          -     Form of Tranche C Payment Schedule
Exhibit 1.1(I)          -     Form of Tranche D Notice of Borrowing
Exhibit 1.1(J)          -     Form of Tranche D Payment Schedule
Exhibit 1.1(K)          -     Form of Tranche E Notice of Borrowing
Exhibit 1.1(L)          -     Form of Tranche E Payment Schedule

Exhibit 5.3.1           -     Borrower Capital Stock
Exhibit 5.5.2           -     Locations and Allocated Loan Amounts
Exhibit 5.5.3           -     Collateral Store Leases
Exhibit 5.5.5           -     Operating Agreements
Exhibit 5.6             -     Indebtedness for Borrowed Money
Exhibit 5.7             -     Financial Statements
Exhibit 5.19.1          -     Collective Bargaining Agreements; Grievances




                                      vii
<PAGE>

                       AMENDED AND RESTATED LOAN AGREEMENT


      THIS AMENDED AND RESTATED LOAN AGREEMENT, dated as of May 2, 2000, is
between SYBRA, INC., a Michigan corporation ("Borrower"), and FINOVA CAPITAL
CORPORATION, a Delaware corporation (together with its successors and assigns,
"FINOVA").


                             PRELIMINARY STATEMENT:

      A. Borrower and FINOVA entered into a Loan Agreement dated as of December
29, 1999 (the "Existing Loan Agreement"). Pursuant to the Existing Loan
Agreement, FINOVA extended to Borrower an $8,500,000 term loan. The outstanding
principal balance of the term loan made pursuant to the Existing Loan Agreement
(the "Existing Principal Balance") is $8,380,591.24 as of the date hereof.

      B. Borrower has requested $21,000,000 in additional financing from FINOVA
on the terms and for the uses and purposes herein set forth.

      C. FINOVA is willing to grant the requests of Borrower, pursuant and
subject to the terms and conditions herein set forth.

      NOW, THEREFORE, it is agreed that the Existing Loan Agreement is hereby
amended and restated in its entirety as follows:


                                    ARTICLE I

                         DEFINITIONS AND DETERMINATIONS

      1.1 DEFINITIONS. As used in this Loan Agreement and in the other Loan
Instruments, unless otherwise expressly indicated herein or therein, the
following terms shall have the following meanings (such meanings to be
applicable equally to both the singular and plural forms of the terms defined):

            ACCOUNTANTS:  PricewaterhouseCoopers  LLP or any other independent
      certified  public  accounting  firm selected by Borrower and  reasonably
      satisfactory to FINOVA.

            ACCOUNTING CHANGES:  as defined in Section 1.3.

            ACQUIRED STORE CASH FLOW: for any period, the sum of (i) the
      combined Store Cash Flow of each Store acquired by Borrower during such
      period from the beginning of such period to the date Borrower acquired
      such Store PLUS (ii) such increases to the Store Cash Flow of each such
      Store to take into account expense savings to be implemented by Borrower,
      in each case as determined by Borrower and reasonably acceptable to FINOVA
      based upon financial information provided by Borrower to FINOVA with
      respect to each such Store.

            ACQUIRED STORE FIXED CHARGES: for any period in which Borrower has
      acquired one or more Stores, the sum of the following from the beginning
      of such period to the date Borrower acquired

                                       1
<PAGE>



      such Store(s): (i) all payments of principal, interest, premium, loan fees
      and other charges with respect to Indebtedness for Borrowed Money incurred
      by Borrower in connection with the acquisition of such Store(s) which
      would have been required to be made by Borrower had Borrower incurred such
      Indebtedness for Borrowed Money at the beginning of such period PLUS (ii)
      rent expense which would have been paid or accrued by Borrower under all
      Operating Leases (including Leases and equipment leases which are not
      Capitalized Leases) pertaining to such Store(s) had Borrower acquired such
      Store(s) at the beginning of such period, in each case as determined by
      Borrower and reasonably acceptable to FINOVA based upon financial
      information provided by Borrower to FINOVA with respect to each such
      Store.

            ADA: the Americans with Disabilities Act of 1990, as amended, any
      successor statute thereto, and the rules and regulations issued
      thereunder, as in effect from time to time.

            ADDITIONAL SUMS: as defined in subsection 2.11.2.

            ADJUSTED BORROWER FIXED CHARGE COVERAGE RATIO: for any period, the
      ratio of (i) the sum of (A) Borrower Cash Flow for such period PLUS (B)
      Development Debt Service for such period PLUS (C) Acquired Store Cash Flow
      for such period to (ii) the sum of (A) Borrower Fixed Charges for such
      period PLUS (B) Acquired Store Fixed Charges for such period.

            ADVANCE: an advance of the Tranche C Loan or the Tranche E Loan.

            AFFILIATE: any Person that directly or indirectly, through one or
      more intermediaries, controls or is controlled by or is under common
      control with another Person. The term "control" means possession, direct
      or indirect, of the power to direct or cause the direction of the
      management and policies of a Person, whether through the ownership of
      voting securities or equity interests, by contract or otherwise. For the
      purposes hereof any Person which owns or controls, directly or indirectly,
      10% or more of the securities or equity interests, as applicable, whether
      voting or non-voting, of any other Person shall be deemed to "control"
      such Person.

            ALLOCATED LOAN AMOUNT: for each Collateral Store (i) listed on
      EXHIBIT 5.5.2, the portion of the Principal Balance allocated to such
      Collateral Store as set forth on EXHIBIT 5.5.2 and (ii) not listed on
      EXHIBIT 5.5.2, the portion of the Principal Balance allocated to such
      Collateral Store by FINOVA and reasonably satisfactory to Borrower. The
      Allocated Loan Amount for each Collateral Store shall be reduced
      concurrently with each payment of the Principal Balance of the applicable
      Loan by an amount equal to the amount of such payment multiplied by the
      percentage that such Allocated Loan Amount bears to the entire Principal
      Balance of such Loan; provided that no such reduction shall be made with
      respect to any payment of the Tranche C Loan for any payment of the
      Tranche C Loan made prior to the Tranche C Conversion Date.

            BANKRUPTCY CODE: the United States Bankruptcy Code, any successor
      statute thereto, and the rules, regulations and legally binding policies
      promulgated thereunder, as amended and in effect from time to time.

            BASIC FINANCIAL STATEMENTS: as defined in subsection 6.3.2.

            BORROWER: as defined in the Preamble to this Loan Agreement.


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<PAGE>

            BORROWER CAPITAL STOCK: all of the issued and outstanding capital
      stock and all warrants, options and other rights to acquire capital stock
      of Borrower.

            BORROWER CASH FLOW: for any period, the net income of Borrower for
      such period:

                  (i) PLUS the sum of the following (without duplication), to
            the extent deducted in determining such net income for such period:

                        (A) losses from sales, exchanges and other dispositions
                  of Property, and other extraordinary and non-recurring losses,
                  in each case not in the ordinary course of business;

                        (B) interest, fees and other charges paid or accrued on
                  Indebtedness, including, without limitation, interest on
                  Capitalized Leases that is imputed in accordance with GAAP;

                        (C) income taxes paid or accrued;

                        (D) depreciation, amortization and all other non-cash
                  items deducted in determining such net income; and

                        (E) rent expense paid or accrued under all Operating
                  Leases of Borrower during such period, including all Leases
                  and all equipment leases of Borrower which are not Capitalized
                  Leases; and

                  (ii) MINUS the sum of the following (without duplication), to
            the extent included in determining such net income for such period:

                        (A) gains from sales, exchanges and other dispositions
                  of Property, and other extraordinary and non-recurring gains,
                  in each case not in the ordinary course of business;

                        (B) proceeds of any insurance other than business
                  interruption insurance; and

                        (C) any other non-cash item included in determining such
                  net income.

            BORROWER FIXED CHARGE COVERAGE RATIO: for any period, the ratio of
      (i) Borrower Cash Flow for such period to (ii) Borrower Fixed Charges for
      such period.

            BORROWER FIXED CHARGES: during any period as applicable, the sum of
      (i) all payments of principal, interest, premium, loan fees and other
      charges with respect to Indebtedness for Borrowed Money made or required
      to be made by Borrower during such period plus (ii) rent expense paid or
      accrued under all Operating Leases of Borrower during such period,
      including all Leases and all equipment leases of Borrower which are not
      Capitalized Leases.



                                       3
<PAGE>

            BORROWER'S OBLIGATIONS: (i) any and all Indebtedness due or to
      become due, now existing or hereafter arising, of Borrower to FINOVA
      pursuant to the terms of this Loan Agreement or any other Loan Instrument,
      including, without limitation, the Loan Fees, and (ii) the performance of
      the covenants of Borrower contained in the Loan Instruments.

            BUSINESS DAY: any day other than a Saturday, Sunday or other day on
      which banks in Phoenix, Arizona or New York, New York are required to
      close.

            CAPITALIZED LEASE: any lease of Property, the obligations for the
      rental of which are required to be capitalized in accordance with GAAP.

            CLOSING:   the disbursement of the Tranche B Loan.

            CLOSING DATE: the date the Closing occurs.

            CODE: the Internal Revenue Code of 1986, any successor statute
      thereto, and the rules, regulations and legally binding policies
      promulgated thereunder, as amended and in effect from time to time.

            COLLATERAL: collectively, the Tranche A Collateral, the Tranche B
      Collateral, the Tranche C Collateral, the Tranche D Collateral and the
      Tranche E Collateral.

            COLLATERAL STORE LEASE: a Lease of a Collateral Store.

            COLLATERAL STORES: collectively, the Tranche A Stores, the Tranche B
      Stores, the Tranche C Stores, the Tranche D Stores and the Tranche E
      Stores.

            COMPLIANCE CERTIFICATE: a compliance certificate executed by
      Borrower in the form of EXHIBIT 1.1(A).

            DEFAULT RATE: with respect to any portion of the Principal Balance,
      the per annum interest rate payable thereon under the applicable
      provisions of Section 2 other than during a Default Rate Period plus 2.0%
      per annum.

            DEFAULT RATE PERIOD: a period of time commencing on the date an
      Event of Default has occurred and ending on the date that such Event of
      Default is cured or waived.

            DEVELOPMENT AGREEMENT: that certain Development Agreement dated as
      of May 12, 1998 between Franchisor and Borrower.

            DEVELOPMENT DEBT SERVICE: for any period, all payments of principal,
      interest, premium, loan fees and other charges with respect to
      Indebtedness for Borrowed Money required to be made by Borrower during
      such period allocable to each Store under development by Borrower for the
      portion of such period that such Store is and not yet open for business.

            EMPLOYEE BENEFIT PLAN: any employee benefit plan within the meaning
      of Section 3(3) of ERISA which (i) is maintained for employees of Borrower
      or any of its ERISA Affiliates or (ii) has


                                       4
<PAGE>

      at any time within the preceding six years been maintained for the
      employees of Borrower or any of its current or former ERISA Affiliates.

            ENVIRONMENTAL LAWS: any and all federal, state and local laws that
      relate to or impose liability or standards of conduct concerning public or
      occupational health and safety or protection of the environment, as now or
      hereafter in effect and as have been or hereafter may be amended or
      reauthorized, including, without limitation, the Comprehensive
      Environmental Response, Compensation and Liability Act (42 U.S.C. ss.9601
      ET Seq.), the Hazardous Materials Transportation Act (42 U.S.C. ss.1802 ET
      Seq.), the Resource Conservation and Recovery Act (42 U.S.C. ss.6901 ET
      Seq.), the Federal Water Pollution Control Act (33 U.S.C. ss.1251 ET
      Seq.), the Toxic Substances Control Act (15 U.S.C. ss.2601 ET Seq.), the
      Clean Air Act (42 U.S.C. ss.7901 ET seq.), the National Environmental
      Policy Act (42 U.S.C. ss.4231, ET Seq.), the Refuse Act (33 U.S.C. ss.407,
      ET Seq.), the Safe Drinking Water Act (42 U.S.C. ss.300(f) ET Seq.), the
      Occupational Safety and Health Act (29 U.S.C. ss.651 ET Seq.), and all
      rules, regulations, codes, ordinances and guidance documents promulgated
      or published thereunder, and the provisions of any licenses, permits,
      orders and decrees issued pursuant to any of the foregoing.

            ERISA: the Employee Retirement Income Security Act of 1974, and any
      successor statute thereto, and the rules, regulations and legally binding
      policies promulgated thereunder, as amended and in effect from time to
      time.

            ERISA AFFILIATE: any Person who is a member of a group which is
      under common control with Borrower, who together with Borrower is treated
      as a single employer within the meaning of Section 414(b), (c) and (m) of
      the Code.

            EVENT OF DEFAULT: any of the Events of Default set forth in Section
      8.1.

            EXCESS INTEREST:  as defined in subsection 2.11.2.

            EXISTING LOAN AGREEMENT: as defined in the Preamble to this Loan
      Agreement.

            EXISTING PRINCIPAL BALANCE: as defined in the Preamble to this Loan
      Agreement.

            EXPANSION STORES: new Stores to be acquired, constructed, renovated
      or otherwise developed by Borrower after the Closing Date.

            FIFTEEN YEAR TRANCHE D MATURITY DATE: the fifteenth anniversary of
      the first Business Day of the month following the month in which the
      Tranche D Closing Date occurs.

            FINANCEABLE COSTS: the invoice costs of furniture, fixtures and
      equipment.

            FINOVA:  as defined in the Preamble to this Loan Agreement.

            FINOVA DEBT SERVICE: for any period, all payments of principal and
      interest with respect to the Principal Balance or an Allocated Loan
      Amount, as applicable, made or required to be made by Borrower during such
      period.



                                       5
<PAGE>

            FRANCHISE AGREEMENT: a franchise agreement between Borrower and
      Franchisor with respect to the operation of a Collateral Store, in form
      and substance reasonably satisfactory to FINOVA.

            FRANCHISOR: Arby's, Inc., a Delaware corporation.

            FUNDING DATE: the date of a disbursement of a Loan or Advance.

            GAAP: generally accepted accounting principles as in effect from
      time to time, which shall include but shall not be limited to the official
      interpretations thereof by the Financial Accounting Standards Board or any
      successor thereto.

            GOOD FUNDS: United States Dollars available in Federal funds to
      FINOVA at or before 2:00 p.m., Phoenix time, on a Business Day.

            GOVERNMENTAL BODY: any foreign, federal, state, municipal or other
      government, or any department, commission, board, bureau, agency, public
      authority or instrumentality thereof or any court or arbitrator.

            GUARANTY: a guaranty of Borrower's Obligations executed by the
      Guarantor in favor of FINOVA.

            GUARANTOR: I.C.H. Corporation, a Delaware corporation.

            HAZARDOUS MATERIALS: any hazardous, toxic, dangerous or other waste,
      substance or material defined as such in, regulated by or for purposes of
      any Environmental Law.

            INCIPIENT DEFAULT: any event or condition which, with the giving of
      notice or the lapse of time, or both, would become an Event of Default.

            INDEBTEDNESS: all liabilities, obligations and reserves, contingent
      or otherwise, which, in accordance with GAAP, would be reflected as a
      liability on a balance sheet or would be required to be disclosed in a
      financial statement or the footnotes thereto, including, without
      duplication: (i) Indebtedness for Borrowed Money, (ii) obligations secured
      by any Lien upon Property, (iii) guaranties, letters of credit and other
      contingent obligations and (iv) liabilities in respect of unfunded vested
      benefits under any Pension Plan or in respect of withdrawal liabilities
      incurred under ERISA by Borrower or any of its ERISA Affiliates to any
      Multiemployer Plan.

            INDEBTEDNESS FOR BORROWED MONEY: without duplication, all
      Indebtedness (i) in respect of money borrowed, (ii) evidenced by a note,
      debenture or other like written obligation to pay money (including,
      without limitation, all of Borrower's Obligations and Permitted Senior
      Indebtedness), (iii) in respect of rent or hire of Property under
      Capitalized Leases or for the deferred purchase price of Property, (iv) in
      respect of obligations under conditional sales or other title retention
      agreements and (v) all guaranties of any or all of the foregoing.

            INDEBTEDNESS TO BE REFINANCED: all Indebtedness of Borrowed Money of
      Borrower to be paid concurrently with the Closing, as more particularly
      described on EXHIBIT 1.1(B).



                                       6
<PAGE>

            LANDLORD:  a lessor under a Lease.

            LANDLORD'S WAIVER: shall mean, with respect to any Collateral Store
      Lease, a landlord's waiver in substantially the form of (i) EXHIBIT
      1.1(C), if a Leasehold Mortgage is delivered to FINOVA in connection with
      such Collateral Store Lease, or (ii) EXHIBIT 1.1(D), if a Leasehold
      Mortgage is not delivered to FINOVA in connection with such Collateral
      Store Lease.

            LEASE: any lease of real estate under which Borrower is the lessee
      or sublessee.

            LEASEHOLD MORTGAGE: a leasehold mortgage or leasehold deed of trust
      executed by Borrower in favor of FINOVA encumbering Borrower's right,
      title and interest in, to and under a Lease.

            LEASEHOLD PROPERTY: any real estate which is the subject of a Lease.

            LICENSES: all licenses (including liquor licenses, if any), permits,
      consents, approvals and authority issued by any Governmental Body in
      connection with the operation of the Collateral Stores.

            LIEN: any mortgage, pledge, assignment, lien, charge, encumbrance or
      security interest of any kind, or the interest of a vendor or lessor under
      any conditional sale agreement, Capitalized Lease or other title retention
      agreement.

            LOAN: any of the Loans.

            LOANS: collectively, the Tranche A Loan, the Tranche B Loan, the
      Tranche C Loan, the Tranche D Loan and the Tranche E Loan.

            LOAN AGREEMENT: this Amended and Restated Loan Agreement and any
      amendments or supplements hereto.

            LOAN FEES: the fees payable to FINOVA pursuant to Section 2.6.

            LOAN INSTRUMENTS:

                  (i)    Loan Agreement;

                  (ii)   Notes;

                  (iii)  Guaranty;

                  (iv)   Security Agreement;

                  (v)    all Leasehold Mortgages executed by Borrower;

                  (vi)   Solvency Certificate;

                  (vii)  such Uniform Commercial Code financing statements as
                         FINOVA may require in order to perfect the Security
                         Interests; and


                                       7
<PAGE>

                  (viii) such other instruments and documents as FINOVA
                         reasonably may require in connection with the
                         transactions contemplated by this Loan Agreement.

            MATERIAL ADVERSE EFFECT: (i) a material adverse effect upon the
      business, operations, Property, profits or condition (financial or
      otherwise) of Borrower, (ii) a material adverse effect upon the validity,
      enforceability or priority of the Security Interests or (iii) a material
      impairment of the ability of Borrower to perform its obligations under any
      Loan Instrument to which it is a party or of FINOVA to enforce or collect
      any of Borrower's Obligations.

            MAXIMUM RATE:  as defined in subsection 2.11.2.

            MULTIEMPLOYER PLAN: any multiemployer plan as defined pursuant to
      Section 3(37) of ERISA to which Borrower or any of its ERISA Affiliates
      makes, or accrues an obligation to make contributions, or has made, or
      been obligated to make, contributions within the preceding six years.

            NOTE: any of the Notes.

            NOTES: collectively, the Tranche A Note, the Tranche B Note, the
      Tranche C Note, the Tranche D Note and the Tranche E Note.

            OBLIGOR:  any of the Obligors.

            OBLIGORS:  collectively, Borrower and Guarantor.

            OPERATING AGREEMENTS: all right-of-entry agreements, supply
      agreements, access agreements, advertising contracts, equipment leases,
      service contracts and similar agreements relating to the operation of the
      Collateral Stores, excluding the Development Agreement and the Collateral
      Store Leases, the Franchise Agreements and Licenses.

            OPERATING LEASE: any lease which, under GAAP, is not required to be
      capitalized.

            PBGC: the Pension Benefit Guaranty Corporation or any Governmental
      Body succeeding to the functions thereof.

            PENSION PLAN: any Employee Benefit Plan, other than a Multiemployer
      Plan, which is subject to the provisions of Part 3 of Title I of ERISA,
      Title IV of ERISA, or Section 412 of the Code and which (i) is maintained
      for employees of Borrower or any of its ERISA Affiliates, or (ii) has at
      any time within the preceding six years been maintained for the employees
      of Borrower or any of its current or former ERISA Affiliates.

            PERMITTED LIENS:  any of the following Liens:

                  (i)    the Security Interests;

                  (ii)   Liens for taxes or assessments and similar charges,
                         which either are (A) not delinquent or (B) being
                         contested diligently and in good faith by


                                       8
<PAGE>

                         appropriate proceedings, and as to which Borrower has
                         set aside reserves on its books which are satisfactory
                         to FINOVA;

                  (iii)  statutory Liens, such as mechanic's, materialman's,
                         warehouseman's, carrier's or other like Liens, incurred
                         in good faith in the ordinary course of business,
                         provided that the underlying obligations relating to
                         such Liens are paid in the ordinary course of business,
                         or are being contested diligently and in good faith by
                         appropriate proceedings and as to which Borrower has
                         set aside reserves on its books satisfactory to FINOVA,
                         or the payment of which obligations are otherwise
                         secured in a manner satisfactory to FINOVA;

                  (iv)   zoning ordinances, easements, licenses, reservations,
                         provisions, covenants, conditions, waivers or
                         restrictions on the use of Property and other title
                         exceptions, in each case, that are acceptable to
                         FINOVA, or that do not interfere with the intended use
                         of the Property as a Collateral Store;

                  (v)    Liens in respect of judgments or awards with respect to
                         which no Event of Default would exist pursuant to
                         subsection 8.1.6;

                  (vi)   Liens to secure payment of insurance premiums (A) to be
                         paid in accordance with applicable laws in the ordinary
                         course of business relating to payment of worker's
                         compensation, or (B) that are required for the
                         participation in any fund in connection with worker's
                         compensation, unemployment insurance, old-age pensions
                         or other social security programs;

                  (vii)  the Permitted Senior Indebtedness Liens; and

                  (viii) statutory liens in favor of Landlords under Collateral
                         Store Leases or contractual liens granted to Landlords
                         under Collateral Store Leases, in each case to secure
                         the obligations of Borrower under Collateral Store
                         Leases.

            PERMITTED PRIOR LIENS:  any of the following Liens:

                  (i)    the Permitted Liens described in clauses (ii) and (iii)
                         of the definition of Permitted Liens that are accorded
                         priority to the Security Interests by law;

                  (ii)   the Permitted Liens described in clauses (iv) and (vi)
                         of the definition of Permitted Liens, subject to the
                         limitations set forth therein; and

                  (iii)  the Permitted Senior Indebtedness Liens.

            PERMITTED SENIOR INDEBTEDNESS: Indebtedness, other than Borrower's
      Obligations, incurred to purchase tangible personal property or
      Indebtedness incurred to lease tangible personal property pursuant to
      Capitalized Leases, provided that (i) the amount of such Indebtedness
      attributable to any


                                       9
<PAGE>

      Collateral Store at any one time outstanding during any Loan Year shall
      not exceed $60,000, and (ii) no Event of Default exists at the time or
      will be caused as a result of the incurrence of any Indebtedness described
      in clause (i).

            PERMITTED SENIOR INDEBTEDNESS LIENS: Liens that secure Permitted
      Senior Indebtedness, provided that each such Lien attaches only to the
      Property purchased or leased with the proceeds of the Permitted Senior
      Indebtedness incurred with respect to such Property.

            PERSON: any individual, firm, corporation, business enterprise,
      trust, association, joint venture, partnership, Governmental Body or other
      entity, whether acting in an individual, fiduciary or other capacity.

            PRIME RATE: the per annum rate of interest announced or published
      publicly from time to time by Chase Manhattan Bank, N.A. in New York as
      its corporate base (or equivalent) rate of interest, which rate shall
      change automatically without notice and simultaneously with each change in
      such corporate base rate. The Prime Rate is a reference rate and does not
      necessarily represent the lowest or best rate actually charged to any
      customer by Chase Manhattan Bank, N.A. in New York, New York.

            PRINCIPAL  BALANCE:  the aggregate unpaid principal balance of the
      Loans or any specified portion thereof outstanding from time to time.

            PROPERTY:  all types of real,  personal or mixed  property and all
      types of tangible or intangible property.

            QUALIFIED DEPOSITORY: a member bank of the Federal Reserve System
      having a combined capital and surplus of at least $100,000,000.

            REAL  ESTATE:  any fee simple real  estate now owned or  hereafter
      acquired, beneficially or otherwise, by Borrower.

            RESTAURANT BUSINESS: the ownership and operation of restaurants,
      taverns, banquet centers, related commissary/catering services and
      ancillary activities.

            SECURITIES ACT: the Securities Act of 1933, the Securities Exchange
      Act of 1934, any successor statute thereto, and the rules, regulations and
      legally binding policies of the Securities Exchange Commission promulgated
      thereunder, as amended and in effect from time to time.

            SECURITY AGREEMENT: a security agreement executed by Borrower in
      favor of FINOVA.

            SECURITY INTERESTS: the Liens in the Collateral granted to FINOVA
      pursuant to the Security Agreement, the Leasehold Mortgages and any other
      document now or hereafter executed by any Obligor which purports to grant
      a Lien on the Property of such Obligor in favor of FINOVA to secure
      Borrower's Obligations.

            SOLVENCY CERTIFICATE: a solvency certificate executed by Borrower in
      favor of FINOVA.

            STATED RATE:  as defined in subsection 2.11.2.


                                       10
<PAGE>

            STORE:   an ARBY'S restaurant owned and operated by Borrower.

            STORE CASH FLOW: for any period, with respect to any designated
      Store, the net income derived from the operation of such Store for such
      period:

                  (i) PLUS the sum of the following (without duplication), to
            the extent deducted in determining such net income for such period
            and to the extent attributable to such Store for such period:

                        (A) losses from sales, exchanges and other dispositions
                  of Property, and other extraordinary and non-recurring losses,
                  in each case not in the ordinary course of business;

                        (B) interest, fees and other charges paid or accrued on
                  Indebtedness, including, without limitation, interest on
                  Capitalized Leases that is imputed in accordance with GAAP;

                        (C) income taxes paid or accrued;

                        (D) depreciation, amortization and all other non-cash
                  items deducted in determining such net income; and

                        (E) rent expense paid or accrued under all Operating
                  Leases related to such Store, including the Collateral Store
                  Lease of such Store and all equipment leases which are not
                  Capitalized Leases pertaining to equipment located at such
                  Store; and

                  (ii) MINUS the sum of the following (without duplication), to
            the extent included in determining such net income for such period
            and to the extent attributable to such Store for such period:

                        (A) gains from sales, exchanges and other dispositions
                  of Property, and other extraordinary and non-recurring gains,
                  in each case not in the ordinary course of business;

                        (B) proceeds of any insurance other than business
                  interruption insurance; and

                        (C) any other non-cash item included in determining such
                  net income.

            STORE FIXED CHARGES: during any period with respect to any
      designated Store, as applicable, the sum of (i) all payments of principal,
      interest, premium, loan fees and other charges with respect to
      Indebtedness for Borrowed Money made or required to be made by Borrower
      which are allocable to such Store plus (ii) rent expense paid or accrued
      under all Operating Leases of Borrower related to such Store including the
      applicable Collateral Store Lease and all equipment leases which are not
      Capitalized Leases pertaining to equipment located at such Store.


                                       11
<PAGE>

            SUBSTITUTE STORE: any Store designated by Borrower:

                  (i) which is the subject of a Lease and a Franchise Agreement
            each having an expiration date not earlier than one year later than
            the corresponding expiration dates of the Store being replaced by
            such Substitute Store;

                  (ii) with respect to which Borrower demonstrates to the
            satisfaction of FINOVA that the ratio of (i) the Store Cash Flow for
            the most recently ended twelve month period to (ii) the sum of (A)
            Store Fixed Charges for such period plus (B) the projected FINOVA
            Debt Service on the Allocated Loan Amount of the Store being
            replaced for the succeeding twelve month period is not less than
            1.25:1.00; and

                  (iii) with respect to which the representations and warranties
            contained in Section 5.5 are true and correct in all material
            respects.

            SUBSTITUTION  CONDITIONS:  shall  mean,  in  connection  with  the
      replacement of a Collateral Store with a Substitute Store, that:

                  (i) Borrower shall have delivered to FINOVA the Substitution
            Documents with respect to the Substitute Store, each duly authorized
            and executed and in form and substance reasonably satisfactory to
            FINOVA;

                  (ii) all filings of Uniform Commercial Code financing
            statements and other actions necessary to perfect and maintain the
            Security Interests as first, valid and perfected Liens in the
            Collateral covered thereby, subject only to Permitted Liens and
            subject in priority only to Permitted Prior Liens, shall have been
            filed or taken and FINOVA shall have received such UCC, state and
            federal tax Lien, pending suit and other searches as it deems
            necessary to confirm the foregoing;

                  (iii) FINOVA shall have received evidence that all insurance
            coverage required pursuant to Section 6.6 with respect to such
            Substitute Store is in full force and effect and that all premiums
            then due thereon have been paid in full; and

                  (iv) no Event of Default or Incipient Default shall exist and
            be continuing or be created by the replacement of such Collateral
            Store with such Substitute Store.

            SUBSTITUTION DOCUMENTS: shall mean, in connection with the
      replacement of a Collateral Store with a Substitute Store (i) a certified
      copy of the Lease and Franchise Agreement of such Substitute Store, (ii)
      such amendments to this Loan Agreement and the Security Agreement as are
      necessary to reflect the substitution of such Substitute Store for such
      Collateral Store, together with a UCC-1 financing statement naming
      Borrower, as debtor, and FINOVA, as secured party, covering the Collateral
      located at such Substitute Store, (iii) if such Substitute Store is being
      substituted for a Store pursuant to which FINOVA received a Leasehold
      Mortgage, a Leasehold Mortgage on such Substitute Store, together with a
      survey and such title insurance and landlord's and mortgagee's consents as
      FINOVA reasonably may require, and (iv) if such Substitute Store is being
      substituted


                                       12
<PAGE>

      for a Store pursuant to which FINOVA received a Landlord's Waiver, a
      Landlord's Waiver from the landlord under the Lease of the Substitute
      Store.

            TEN YEAR TRANCHE D MATURITY DATE: the tenth anniversary of the first
      Business Day of the month following the month in which the Tranche D
      Closing Date occurs.

            TERMINATION EVENT: (i) a "Reportable Event" described in Section
      4043 of ERISA and the regulations issued thereunder; or (ii) the
      withdrawal of Borrower or any of its ERISA Affiliates from a Pension Plan
      during a plan year in which it was a "substantial employer" as defined in
      Section 4001(a)(2); or (iii) the termination of a Pension Plan, the filing
      of a notice of intent to terminate a Pension Plan or the treatment of a
      Pension Plan amendment as a termination under Section 4041 of ERISA; or
      (iv) the institution of proceedings to terminate, or the appointment of a
      trustee with respect to, any Pension Plan by the PBGC; or (v) any other
      event or condition which would constitute grounds under Section 4042(a) of
      ERISA for the termination of, or the appointment of a trustee to
      administer, any Pension Plan; or (vi) the partial or complete withdrawal
      of Borrower or any of its ERISA Affiliates from a Multiemployer Plan; or
      (vii) the imposition of a lien pursuant to Section 412 of the Code or
      Section 302 of ERISA; or (viii) any event or condition which results in
      the reorganization or insolvency of a Multiemployer Plan under Sections
      4241 or 4245 of ERISA; or (ix) any event or condition which results in the
      termination of a Multiemployer Plan under Section 4041A of ERISA or the
      institution by the PBGC of proceedings to terminate a Multiemployer Plan
      under Section 4042 of ERISA.

            TRANCHE A COLLATERAL: collectively, (i) all existing and
      after-acquired Property of Borrower related to the Tranche A Stores,
      including, without limitation, all furniture, fixtures, equipment and
      inventory located at the each Tranche A Store, but excluding (A) the
      Development Agreement, (B) all intellectual property, Franchise
      Agreements, Collateral Store Leases and Licenses of Borrower and (C) all
      Property of Borrower subject to Permitted Senior Indebtedness Liens and
      (ii) all proceeds of the foregoing.

            TRANCHE A LOAN: the loan made by FINOVA to Borrower pursuant to the
      Existing Loan Agreement in the original principal amount of $8,500,000 and
      described in Section 2.1.

            TRANCHE A LOAN YEAR: a period of time from December 29, 1999 or any
      anniversary thereof to the immediately succeeding anniversary thereof.

            TRANCHE A MATURITY DATE: the earlier to occur of (i) January 4, 2010
      and (ii) the date Borrower's Obligations are accelerated pursuant to
      Section 8.2.

            TRANCHE A NOTE: a promissory note in the principal amount of
      $8,500,000 executed and delivered by Borrower to FINOVA to evidence the
      Tranche A Loan.

            TRANCHE A STORES: the existing Stores designated as Tranche A Stores
      in EXHIBIT 5.5.2 and each Substitute Store designated by Borrower and
      accepted by FINOVA as a Tranche A Store in replacement thereof pursuant to
      subsection 2.1.8.

            TRANCHE B COLLATERAL: collectively, (i) all existing and
      after-acquired Property of Borrower related to the Tranche B Stores,
      including, without limitation, the Leases of the Tranche B Stores


                                       13
<PAGE>

      which are encumbered by a Leasehold Mortgage and all furniture, fixtures,
      equipment and inventory located at each Tranche B Store, but excluding (A)
      the Development Agreement, (B) all intellectual property, Franchise
      Agreements and Licenses of Borrower and (C) all Property of Borrower
      subject to Permitted Senior Indebtedness Liens and (ii) all proceeds of
      the foregoing.

            TRANCHE B LOAN: the loan to be made by FINOVA to Borrower in the
      maximum amount of $3,000,000 pursuant to Section 2.2.

            TRANCHE B LOAN YEAR: a period of time from the Closing Date or any
      anniversary thereof to the immediately succeeding anniversary thereof.

            TRANCHE B MATURITY DATE: the earlier to occur of (i) June 1, 2015
      and (ii) the date Borrower's Obligations are accelerated pursuant to
      Section 8.2.

            TRANCHE B NOTE: a promissory note in the principal amount of
      $3,000,000 executed and delivered by Borrower to FINOVA to evidence the
      Tranche B Loan.

            TRANCHE B STORES: the existing Stores designated as Tranche B Stores
      in EXHIBIT 5.5.2 and each Substitute Store designated by Borrower and
      accepted by FINOVA pursuant to subsection 2.2.8.

            TRANCHE C COLLATERAL: (i) all existing and after-acquired Property
      of Borrower related to the Tranche C Stores, including, without
      limitation, the Leases of the Tranche C Stores which are encumbered by a
      Leasehold Mortgage and all furniture, fixtures, equipment and inventory
      located at each Tranche C Store, but excluding (A) the Development
      Agreement, (B) all intellectual property, Franchise Agreements, the Leases
      of the Tranche C Stores which are not encumbered by a Leasehold Mortgage
      and the Licenses of Borrower and (C) all Property of Borrower subject to
      Permitted Senior Indebtedness Liens and (ii) all proceeds of the
      foregoing.

            TRANCHE C CONVERSION CONDITIONS: shall mean, with respect to the
      conversion of the Tranche C Loan from a revolving loan to a term loan,
      that:

                  (i) not less than 5 nor more than 15 days prior to the Tranche
            C Conversion Date, Borrower shall have delivered the Tranche C
            Conversion Notice to FINOVA;

                  (ii) Borrower shall have executed and returned to FINOVA the
            Tranche C Payment Schedule delivered by FINOVA to Borrower;

                  (iii) on the Tranche C Conversion Date, the representations
            and warranties of each Obligor set forth in the Loan Instruments to
            which such Obligor is a party shall be true and correct in all
            material respects, except to the extent set forth in any written
            disclosures provided by such Obligor to FINOVA subsequent to the
            Closing Date which are not reasonably likely to have a Material
            Adverse Effect as determined by FINOVA in its reasonable discretion;

                  (iv) each Obligor shall have performed and complied in all
            material respects with all agreements and conditions contained in
            the Loan Instruments to be performed by


                                       14
<PAGE>

      or complied with by such Obligor prior to or on the Tranche C Conversion
      Date and no Event of Default or Incipient Default shall then exist or
      result from such conversion; and

                  (v) no event or series of events shall have occurred since the
            Closing Date, and no litigation or governmental proceeding or
            investigation shall be pending, which has had or is reasonably
            likely to have a Material Adverse Effect, and no judgment, order,
            injunction or other restraint prohibiting or imposing adverse
            conditions on any Obligor shall be in effect which has had or is
            reasonably likely to have a Material Adverse Effect.

            TRANCHE C CONVERSION DATE: (i) June 1, 2002 if FINOVA delivers to
      Borrower a Tranche C Decision Notice at any time after February 15, 2002
      and before May 15, 2002 and (ii) June 1, 2003 if FINOVA does not deliver
      to Borrower a Tranche C Decision Notice at any time after February 15,
      2002 and before May 15, 2002.

            TRANCHE C CONVERSION NOTICE: a notice from Borrower to FINOVA that
      Borrower has elected to convert the Tranche C Loan from a revolving loan
      to a term loan, in the form of EXHIBIT 1.1(E).

            TRANCHE C DECISION NOTICE: a notice from FINOVA to Borrower, in the
      form of EXHIBIT 1.1(F), requiring Borrower to (i) repay the Principal
      Balance of the Tranche C Loan and all accrued and unpaid interest thereon
      on June 1, 2002 or (ii) convert the Principal Balance of the Tranche C
      Loan to a term loan on June 1, 2002 on the terms and conditions herein set
      forth.

            TRANCHE C LOAN:  the loan to be made by FINOVA to  Borrower in the
      maximum aggregate amount of $7,000,000 pursuant to Section 2.3.

            TRANCHE C LOAN YEAR: a period of time from the Tranche C Conversion
      Date or any anniversary thereof to the immediately succeeding anniversary
      thereof.

            TRANCHE C MATURITY DATE: the earlier to occur of (i) May 1, 2010 and
      (ii) the date Borrower's Obligations are accelerated pursuant to Section
      8.2.

            TRANCHE C NOTE: a promissory note in the principal amount of
      $7,000,000 executed and delivered by Borrower to FINOVA to evidence the
      Tranche C Loan.

            TRANCHE C NOTICE OF BORROWING: a Tranche C Notice of
      Borrowing/Disbursement Request in the form of EXHIBIT 1.1(G).

            TRANCHE C PAYMENT SCHEDULE: shall mean, in connection with the
      conversion of the Tranche C Loan from a revolving loan to a term loan, a
      schedule prepared by FINOVA and delivered to Borrower in the form of
      EXHIBIT 1.1(H).

            TRANCHE C REFERENCE RATE: the yield on the 10.00% May 2005/2010 U.S.
      Treasury Note/Bond (or, if such index ceases to be available, a comparable
      substitute acceptable to FINOVA) as published in THE WALL STREET JOURNAL
      on the Friday before the Tranche C Conversion Date.


                                       15
<PAGE>

            TRANCHE C STORES: the existing Stores designated as Tranche C Stores
      in EXHIBIT 5.5.2 and each Substitute Store designated by Borrower and
      accepted by FINOVA pursuant to subsection 2.3.8.

            TRANCHE D ACQUISITION: the acquisition by Borrower of the Stores to
      be designated as Tranche D Stores located in Connecticut from C-Vac,
      Enterprises or an affiliate thereof pursuant to the Tranche D Acquisition
      Instruments.

            TRANCHE D ACQUISITION INSTRUMENTS: the purchase agreement and all
      other documents executed and/or delivered in connection with the Tranche D
      Acquisition.

            TRANCHE D ASSIGNMENT OF ACQUISITION INSTRUMENTS: an assignment of
      the Tranche D Acquisition Instruments executed by Borrower in connection
      with the Tranche D Acquisition, and consented to by the seller under the
      Tranche D Acquisition Instruments.

            TRANCHE D CLOSING:   the disbursement of the Tranche D Loan.

            TRANCHE D CLOSING DATE:   the date the Tranche D Closing occurs.

            TRANCHE D COLLATERAL: (i) all existing and after-acquired Property
      of Borrower related to the Tranche D Stores, including, without
      limitation, and all furniture, fixtures, equipment and inventory located
      at each Tranche D Store, but excluding (A) the Development Agreement, (B)
      all intellectual property, Franchise Agreements, Licenses and the Leases
      of the Tranche D Stores and (C) all Property of Borrower subject to
      Permitted Senior Indebtedness Liens and (ii) all proceeds of the
      foregoing.

            TRANCHE D LOAN:  the loan to be made by FINOVA to  Borrower in the
      maximum aggregate amount of $4,000,000 pursuant to Section 2.4.

            TRANCHE D LOAN YEAR: a period of time from the Funding Date of the
      Tranche D Loan or any anniversary thereof to the immediately succeeding
      anniversary thereof.

            TRANCHE D MATURITY DATE: if on or prior to the Tranche D Closing
      Date FINOVA (i) does not receive a Leasehold Mortgage encumbering the
      Lease of each Tranche D Store or the conditions set forth in subsection
      2.4.8 are not satisfied, the Tranche D Maturity Date shall be the Ten Year
      Tranche D Maturity Date or (ii) receives a Leasehold Mortgage encumbering
      the Lease of each Tranche D Store and the conditions set forth in
      subsection 2.4.8 are satisfied, the Tranche D Maturity Date shall be the
      Fifteen Year Tranche D Maturity Date.

            TRANCHE D NOTE: a promissory note in the principal amount of
      $4,000,000 executed and delivered by Borrower to FINOVA to evidence the
      Tranche D Loan.

            TRANCHE D NOTICE OF BORROWING: a Tranche D Notice of
      Borrowing/Disbursement Request in the form of EXHIBIT 1.1(I).

            TRANCHE D PAYMENT SCHEDULE: shall mean, with respect to the Tranche
      D Loan, a schedule prepared by FINOVA and delivered to Borrower in the
      form of EXHIBIT 1.1(J).



                                       16
<PAGE>

            TRANCHE D REFERENCE RATE: if the Tranche D Maturity Date is the (i)
      Ten Year Tranche D Maturity Date, the Tranche D Reference Rate shall be
      equal to the yield on the 10.00% May 2005/2010 U.S. Treasury Note/Bond
      (or, if such index ceases to be available, a comparable substitute
      acceptable to FINOVA) as published in THE WALL STREET Journal on the
      Friday before the Tranche D Closing Date and (ii) Fifteen Year Tranche D
      Maturity Date, the Tranche D Reference Rate shall be equal to the yield on
      the 11.25% February 2015 U.S. Treasury Note/Bond (or, if such index ceases
      to be available, a comparable substitute acceptable to FINOVA) as
      published in THE WALL STREET Journal on the Friday before the Tranche D
      Closing Date.

            TRANCHE D STORES: the Stores purchased by Borrower pursuant to the
      Tranche D Acquisition Instruments and identified in the Tranche D Payment
      Schedule and each Substitute Store designated by Borrower and accepted by
      FINOVA pursuant to subsection 2.4.8.

            TRANCHE E COLLATERAL: (i) all existing and after-acquired Property
      of Borrower related to the Tranche E Stores, including, without
      limitation, the Leases of the Tranche E Stores, all of which shall be
      encumbered by a Leasehold Mortgage, and all furniture, fixtures, equipment
      and inventory located at each Tranche E Store, but excluding (A) the
      Development Agreement, (B) all intellectual property, Franchise Agreements
      and Licenses, (C) all Property of Borrower subject to Permitted Senior
      Indebtedness Liens and (ii) all proceeds of the foregoing.

            TRANCHE E LOAN: the loan to be made by FINOVA to Borrower in the
      maximum aggregate amount of $7,000,000 pursuant to Section 2.5.

            TRANCHE E LOAN YEAR: shall mean, with respect to each Advance of the
      Tranche E Loan, a period of time from the Funding Date of such Advance or
      any anniversary thereof to the immediately succeeding anniversary thereof.

            TRANCHE E MATURITY DATE: the earlier to occur of (i) the first
      Business Day of the month following the month in which the fifteenth
      anniversary of the Funding Date of the first Tranche E Advance occurs and
      (ii) the date Borrower's Obligations are accelerated pursuant to Section
      8.2.

            TRANCHE E NOTE: a promissory note in the principal amount of
      $7,000,000 executed and delivered by Borrower to FINOVA to evidence the
      Tranche E Loan.

            TRANCHE E NOTICE OF BORROWING: a Tranche E Notice of
      Borrowing/Disbursement Request in the form of EXHIBIT 1.1(K) attached
      hereto.

            TRANCHE E PAYMENT SCHEDULE: shall mean, with respect to each Advance
      of the Tranche E Loan, a schedule prepared by FINOVA and delivered to
      Borrower in the form of EXHIBIT 1.1(L).

            TRANCHE E REFERENCE RATE: with respect to an Advance of the Tranche
      E Loan, a per annum rate of interest equal to the highest yield on U.S.
      Treasury Note/Bonds having a maturity date closest to the Tranche E
      Maturity Date as published in THE WALL STREET JOURNAL on the Friday before
      the Funding Date of such Advance.


                                       17
<PAGE>

            TRANCHE E STORES: the Stores developed by Borrower and designated by
      Borrower and accepted by FINOVA as Tranche E Stores and each Substitute
      Store designated by Borrower and accepted by FINOVA pursuant to subsection
      2.5.8.

            VOLUNTARY PREPAYMENT CONDITIONS: shall mean, with respect to any
      permitted voluntary prepayment of the Loans, that:

                  (i) not less than 30 days prior to the date upon which
            Borrower desires to make such prepayment, Borrower shall have
            delivered to FINOVA notice of its intention to prepay, which notice
            shall state the prepayment date and the amount of such Principal
            Balance as of the prepayment date;

                  (ii) concurrently with any such prepayment, Borrower shall pay
            to FINOVA any prepayment premium required in connection with such
            prepayment under the applicable provisions of Section 2; and

                  (iii) concurrently with any such prepayment, Borrower shall
            pay to FINOVA accrued and unpaid interest on the Principal Balance
            which is being prepaid to the date on which FINOVA is in receipt of
            Good Funds, and any other sums which are due and payable pursuant to
            the terms of any of the Loan Instruments.

      1.2   TIME PERIODS. In this Loan Agreement and the other Loan Instruments,
in the computation of periods of time from a specified date to a later specified
date, (i) the word "from" means "from and including," (ii) the words "to" and
"until" each mean "to, but excluding" and (iii) the words "through," "end of"
and "expiration" each mean "through and including." Unless otherwise specified,
all references in this Loan Agreement and the other Loan Instruments to (i) a
"month" shall be deemed to refer to a calendar month, (ii) a "quarter" shall be
deemed to refer to a calendar quarter and (iii) a "year" shall be deemed to
refer to a calendar year.

      1.3   ACCOUNTING TERMS AND DETERMINATIONS. All accounting terms not
specifically defined herein shall be construed, all accounting determinations
hereunder shall be made and all financial statements required to be delivered
pursuant hereto shall be prepared in accordance with GAAP as in effect at the
time of such interpretation, determination or preparation, as applicable. In the
event that any Accounting Changes (as hereinafter defined) occur and such
changes result in a change in the method of calculation of financial covenants,
standards or terms contained in this Loan Agreement, then Borrower and FINOVA
agree to enter into negotiations to amend such provisions of this Loan Agreement
so as to reflect such Accounting Changes with the desired result that the
criteria for evaluating the financial condition of Borrower shall be the same
after such Accounting Changes as if such Accounting Changes had not been made.
For purposes hereof, "Accounting Changes" shall mean (i) changes in generally
accepted accounting principles required by the promulgation of any rule,
regulation, pronouncement or opinion by the Financial Accounting Standards Board
of the American Institute of Certified Public Accountants (or any successor
thereto) or other appropriate authoritative body and (ii) changes in accounting
principles as approved by the Accountants.

      1.4   REFERENCES. All references in this Loan Agreement to "Article,"
"Section," "subsection," "subparagraph," "clause" or "Exhibit," unless otherwise
indicated, shall be deemed to refer to an Article, Section, subsection,
subparagraph, clause or Exhibit, as applicable, of this Loan Agreement.


                                       18
<PAGE>

      1.5   FINOVA'S DISCRETION. Whenever the terms "satisfactory to FINOVA,"
"determined by FINOVA," "acceptable to FINOVA," "FINOVA shall elect," "FINOVA
shall request," "at the option or election of FINOVA," or similar terms are used
in the Loan Instruments, except as otherwise specifically provided therein, such
terms shall mean satisfactory to, at the election or option of, determined by,
acceptable to or requested by FINOVA, in its sole and unlimited discretion.

      1.6   BORROWER'S KNOWLEDGE. Any statements, representations or warranties
in the Loan Instruments that are based upon the best knowledge of Borrower or an
officer thereof shall be deemed to have been made after due inquiry by Borrower
or an officer, as applicable, with respect to the matter in question.


                                   ARTICLE II

                           LOANS AND TERMS OF PAYMENT

      2.1   TRANCHE A LOAN.

            2.1.1 AMOUNT AND DISBURSEMENT. The Tranche A Loan consists of a term
      loan made by FINOVA to Borrower pursuant to the Existing Loan Agreement in
      the original principal amount of $8,500,000. On the Closing Date, the
      Existing Principal Balance shall be deemed to have been converted to the
      Principal Balance of the Tranche A Loan.

            2.1.2 USE OF PROCEEDS. The proceeds of the Tranche A Loan were used
      for the purposes specified in the Existing Loan Agreement.

            2.1.3 TRANCHE A NOTE. The Tranche A Loan shall be evidenced by the
      Tranche A Note.

            2.1.4 REBORROWING. Borrower shall not be entitled to reborrow any
      portion of the Tranche A Loan which is repaid or prepaid.

            2.1.5 INTEREST. The Principal Balance of the Tranche A Loan shall
      bear interest at a fixed rate per annum equal to 10.88%, except that
      during a Default Rate Period, the Principal Balance of the Tranche A Loan
      shall bear interest at the applicable Default Rate.

            2.1.6 PAYMENTS. Commencing on the first Business Day of May, 2000
      and on the first Business Day of each month thereafter through the first
      Business Day of December, 2009, the Principal Balance of the Tranche A
      Loan and all accrued and unpaid interest thereon shall be payable in 117
      equal monthly installments of $116,510.88. The remaining Principal Balance
      of the Tranche A Loan, together with all accrued and unpaid interest
      thereon, shall be due and payable in full on the Tranche A Maturity Date.

            2.1.7 VOLUNTARY PREPAYMENTS. Borrower may not prepay the Principal
      Balance of the Tranche A Loan at any time during the first two Tranche A
      Loan Years. Borrower voluntarily may prepay the Principal Balance of the
      Tranche A Loan in whole, but not in part, at any time after the second
      Tranche A Loan Year subject to the satisfaction of the Voluntary
      Prepayment Conditions. Concurrently with any such voluntary prepayment of
      the Principal Balance of the Tranche A Loan,


                                       19
<PAGE>

      Borrower shall pay to FINOVA a prepayment premium equal to a percentage of
      the amount of the Principal Balance prepaid, determined in accordance with
      the following schedule:

                                                  Percentage of Principal
                  Period of Prepayment                Balance Prepaid
                  --------------------            ------------------------

                  Third Tranche A Loan Year                 5.0%
                  Fourth Tranche A Loan Year                3.0%
                  Fifth Tranche A Loan Year and Thereafter  1.0%

            2.1.8 MANDATORY PREPAYMENTS. In the event any Collateral Store Lease
      or Franchise Agreement with respect to any Tranche A Store terminates
      prior to the Tranche A Maturity Date, and such Collateral Store Lease or
      Franchise Agreement is not renewed or otherwise extended, Borrower shall
      prepay the Principal Balance of the Tranche A Loan in an amount equal to
      the Allocated Loan Amount with respect such Tranche A Store, unless at
      least 30 days prior to such termination Borrower designates a Substitute
      Store for such Tranche A Store and satisfies the Substitution Conditions.
      Concurrently with any mandatory prepayment pursuant to this subsection
      2.1.8, Borrower shall pay to FINOVA accrued and unpaid interest on the
      Principal Balance which is being prepaid to the date on which FINOVA is in
      receipt of Good Funds, any other sums which are due and payable pursuant
      to the terms of any of the Loan Instruments and a prepayment premium equal
      to a percentage of the Principal Balance prepaid, determined in accordance
      with the following schedule:

                                                  Percentage of Principal
                  Period of Prepayment                  Balance Prepaid
                  --------------------            ------------------------

                  First Tranche A Loan Year                 10.0%
                  Second Tranche A Loan Year                10.0%
                  Third Tranche A Loan Year                  5.0%
                  Fourth Tranche A Loan Year                 3.0%
                  Fifth Tranche A Loan Year and Thereafter   1.0%

      Prepayments received by FINOVA pursuant to this subsection 2.1.8 shall be
      applied in the following order of priority to the payment of: (i) any and
      all sums which are due and payable pursuant to the terms of the Loan
      Instruments, except the Principal Balance and accrued and unpaid interest
      thereon, (ii) to the monthly installment payments required under
      subsection 2.1.6 in the inverse order of maturity and (iii) any remainder,
      to Borrower's Obligations in such order as FINOVA shall determine.

      2.2   TRANCHE B LOAN.

            2.2.1 AMOUNT AND DISBURSEMENT. The Tranche B Loan shall consist of a
      term loan to be made by FINOVA to Borrower in the original principal
      amount of $3,000,000. FINOVA shall disburse the Tranche B Loan to or as
      directed by Borrower when all of the terms and conditions set forth in
      Sections 4.1 and 4.2 have been satisfied.


                                       20
<PAGE>

            2.2.2 USE OF PROCEEDS. The proceeds of the Tranche B Loan shall be
      used (i) to repay the Indebtedness to be Refinanced and (ii) for working
      capital.

            2.2.3 TRANCHE B NOTE. The Tranche B Loan shall be evidenced by the
      Tranche B Note.

            2.2.4 REBORROWING. Borrower shall not be entitled to reborrow any
      portion of the Tranche B Loan which is repaid or prepaid.

            2.2.5 INTEREST. The Principal Balance of the Tranche B Loan shall
      bear interest at a fixed rate per annum equal to 10.27%, except that
      during a Default Rate Period, the Principal Balance of the Tranche B Loan
      shall bear interest at the applicable Default Rate.

            2.2.6 Interest which will accrue on the Principal Balance of the
      Tranche B Loan from the Closing Date through the last day of May, 2000
      shall be payable in advance on the Closing Date. Commencing on the first
      Business Day of July, 2000 and on the first Business Day of each month
      thereafter through the first Business Day of June, 2015, the Principal
      Balance of the Tranche B Loan and all accrued and unpaid interest thereon
      shall be payable in 180 equal monthly installments of $32,735.49. The
      remaining Principal Balance of the Tranche B Loan, together with all
      accrued and unpaid interest thereon, shall be due and payable in full on
      the Tranche B Maturity Date.

            2.2.7 VOLUNTARY PREPAYMENTS. Borrower may not prepay the Principal
      Balance of the Tranche B Loan at any time during the first two Tranche B
      Loan Years. Borrower voluntarily may prepay the Principal Balance of the
      Tranche B Loan in whole, but not in part, at any time after the second
      Tranche B Loan Year subject to the satisfaction of the Voluntary
      Prepayment Conditions. Concurrently with any such voluntary prepayment of
      the Principal Balance of the Tranche B Loan, Borrower shall pay to FINOVA
      a prepayment premium equal to a percentage of the amount of the Principal
      Balance prepaid, determined in accordance with the following schedule:

                                                  Percentage of Principal
                  Period of Prepayment                  Balance Prepaid
                  --------------------            ------------------------

                  Third Tranche B Loan Year                 5.0%
                  Fourth Tranche B Loan Year                3.0%
                  Fifth Tranche B Loan Year and Thereafter  1.0%

            2.2.8 MANDATORY PREPAYMENTS. In the event any Collateral Store Lease
      or Franchise Agreement with respect to any Tranche B Store terminates
      prior to the Tranche B Maturity Date, and such Collateral Store Lease or
      Franchise Agreement is not renewed or otherwise extended, Borrower shall
      prepay the Principal Balance of the Tranche B Loan in an amount equal to
      the Allocated Loan Amount with respect such Tranche B Store, unless at
      least 30 days prior to such termination Borrower designates a Substitute
      Store for such Tranche B Store and satisfies the Substitution Conditions.
      Concurrently with any mandatory prepayment pursuant to this subsection
      2.2.8, Borrower shall pay to FINOVA accrued and unpaid interest on the
      Principal Balance which is being prepaid to the date on which FINOVA is in
      receipt of Good Funds, any other sums which are due and payable pursuant
      to the terms of any of the Loan Instruments and a prepayment premium equal
      to a percentage of the Principal Balance prepaid, determined in accordance
      with the following schedule:


                                       21
<PAGE>


                                                  Percentage of Principal
                  Period of Prepayment                  Balance Prepaid
                  --------------------            ------------------------

                  First Tranche B Loan Year                 10.0%
                  Second Tranche B Loan Year                10.0%
                  Third Tranche B Loan Year                  5.0%
                  Fourth Tranche B Loan Year                 3.0%
                  Fifth Tranche B Loan Year and Thereafter   1.0%

      Prepayments received by FINOVA pursuant to this subsection 2.2.8 shall be
      applied in the following order of priority to the payment of: (i) any and
      all sums which are due and payable pursuant to the terms of the Loan
      Instruments, except the Principal Balance and accrued and unpaid interest
      thereon, (ii) to the monthly installment payments required under
      subsection 2.2.6 in the inverse order of maturity and (iii) any remainder,
      to Borrower's Obligations in such order as FINOVA shall determine.

      2.3   TRANCHE C LOAN.

            2.3.1 AMOUNT AND DISBURSEMENT. The Tranche C Loan shall consist of a
      revolving loan from FINOVA to Borrower convertible into a term loan on the
      terms and conditions herein set forth. Prior to the Tranche C Conversion
      Date, the Tranche C Loan shall consist of a revolving loan from FINOVA to
      Borrower in the maximum aggregate amount of $7,000,000. FINOVA agrees to
      make Advances of the Tranche C Loan to or as directed by Borrower at any
      time on or after the Closing Date to the Tranche C Conversion Date
      provided that:

                  (i)   all of the terms and  conditions set forth in Sections
            4.1 and 4.2 have been satisfied;

                  (ii) FINOVA shall have received a Tranche C Notice of
            Borrowing for such Advance from Borrower not later than 10:00 a.m.
            Paramus, New Jersey time at least three days prior to the proposed
            Funding Date of such Advance;

                  (iii) such Advance shall be in a minimum amount of $100,000
            and integral multiples of $100,000 in excess of that amount;

                  (iv) after giving effect to such Advance, the Principal
            Balance of the Tranche C Loan would not exceed $7,000,000; and

                  (v) no more than two such Advances shall be made in any 30 day
            period.

            2.3.2 USE OF PROCEEDS. The proceeds of the Tranche C Loan shall be
      used (i) to pay the Loan Fees payable on the Closing Date and transaction
      costs in connection with the Closing, (ii) for the acquisition and
      development of Expansion Stores, (iii) for the remodeling of Collateral
      Stores, (iv) for the purchase of replacement fixtures, furniture and
      equipment for the Collateral Stores and (v) to repay Indebtedness of
      Borrowed Money of Borrower.

            2.3.3 TRANCHE C NOTE. The Tranche C Loan shall be evidenced by the
      Tranche C Note.


                                       22
<PAGE>

            2.3.4 REBORROWING. Subject to the terms and conditions of subsection
      2.3.1, prior to the Tranche C Conversion Date Borrower may reborrow all or
      any portion of the Tranche C Loan which is repaid or prepaid. From and
      after the Tranche C Conversion Date, Borrower shall not be entitled to
      reborrow all or any portion of the Tranche C Loan which is repaid or
      prepaid.

            2.3.5 INTEREST. The Principal Balance of the Tranche C Loan shall
      bear interest:

                  (i) prior to the Tranche C Conversion Date at a per annum rate
            of interest equal to the Prime Rate in effect from time to time plus
            2.00% per annum; and

                  (ii) from and after the Tranche C Conversion Date at a per
            annum rate of interest equal to the Tranche C Reference Rate plus
            3.85% per annum;

      except that during a Default Rate Period, the Principal Balance of the
      Tranche C Loan shall bear interest at the applicable Default Rate.

            2.3.6 PAYMENTS. Interest which accrues on the Tranche C Loan through
      the Tranche C Conversion Date shall be payable monthly in arrears on the
      first Business Day of each month and on the Tranche C Conversion Date. The
      Principal Balance of the Tranche C Loan, together with all accrued and
      unpaid interest thereon, shall be due and payable in full on the Tranche C
      Conversion Date unless the Tranche C Conversion Conditions are satisfied
      as of the Tranche C Conversion Date, in which event the Tranche C Loan
      shall be converted from a revolving loan to a term loan. In such event (i)
      commencing on the first Business Day of the second month following the
      month in which the Tranche C Conversion Date occurs and on the first
      Business Day of each month thereafter through the first Business Day of
      June, 2010, the Principal Balance of the Tranche C Loan as of the Tranche
      C Conversion Date and all accrued and unpaid interest thereon shall be
      payable:

                  (A) if the Tranche C Conversion Date is June 1, 2002, in 96
            equal monthly installments, each in the amount necessary to amortize
            the Tranche C Loan fully by June 1, 2010; and

                  (B) if the Tranche C Conversion Date is June 1, 2003, in 84
            equal monthly installments, each in the amount necessary to amortize
            the Tranche C Loan fully by June 1, 2010; and

      (ii) the remaining Principal Balance of the Tranche C Loan, together with
      all accrued and unpaid interest thereon, shall be due and payable in full
      on the Tranche C Maturity Date. Promptly following its receipt of the
      Tranche C Conversion Notice, FINOVA shall deliver to Borrower the Tranche
      C Payment Schedule.

            2.3.7 VOLUNTARY PREPAYMENTS. Borrower may not prepay the Principal
      Balance of the Tranche C Loan at any time during the first two Tranche C
      Loan Years. Borrower voluntarily may prepay the Principal Balance of the
      Tranche C Loan in whole, but not in part, at any time after the second
      Tranche C Loan Year subject to the satisfaction of the Voluntary
      Prepayment Conditions. Concurrently with any such voluntary prepayment of
      the Principal Balance of the Tranche C Loan, Borrower shall pay to FINOVA
      a prepayment premium equal to a percentage of the amount of the Principal
      Balance prepaid, determined in accordance with the following schedule:


                                       23
<PAGE>

                                                  Percentage of Principal
                  Period of Prepayment                 Balance Prepaid
                  --------------------            -----------------------

                  Third Tranche C Loan Year                 5.0%
                  Fourth Tranche C Loan Year                3.0%
                  Fifth Tranche C Loan Year and Thereafter  1.0%

            2.3.8 MANDATORY PREPAYMENTS. In the event any Collateral Store Lease
      or Franchise Agreement with respect to any Tranche C Store terminates
      prior to the Tranche C Maturity Date, and such Collateral Store Lease or
      Franchise Agreement is not renewed or otherwise extended, Borrower shall
      prepay the Principal Balance of the Tranche C Loan in an amount equal to
      the Allocated Loan Amount with respect such Tranche C Store, unless at
      least 30 days prior to such termination Borrower designates a Substitute
      Store for such Tranche C Store and satisfies the Substitution Conditions.
      Concurrently with any mandatory prepayment pursuant to this subsection
      2.3.8, Borrower shall pay to FINOVA accrued and unpaid interest on the
      Principal Balance which is being prepaid to the date on which FINOVA is in
      receipt of Good Funds, any other sums which are due and payable pursuant
      to the terms of any of the Loan Instruments and a prepayment premium equal
      to a percentage of the Principal Balance prepaid, determined in accordance
      with the following schedule:

                                                  Percentage of Principal
                  Period of Prepayment                 Balance Prepaid
                  --------------------            ------------------------

                  First Tranche C Loan Year                 10.0%
                  Second Tranche C Loan Year                10.0%
                  Third Tranche C Loan Year                  5.0%
                  Fourth Tranche C Loan Year                 3.0%
                  Fifth Tranche C Loan Year and Thereafter   1.0%

      Prepayments received by FINOVA pursuant to this subsection 2.3.8 shall be
      applied in the following order of priority to the payment of: (i) any and
      all sums which are due and payable pursuant to the terms of the Loan
      Instruments, except the Principal Balance and accrued and unpaid interest
      thereon, (ii) to the monthly installment payments required under
      subsection 2.3.6 in the inverse order of maturity and (iii) any remainder,
      to Borrower's Obligations in such order as FINOVA shall determine.

      2.4   TRANCHE D LOAN.

            2.4.1 AMOUNT AND DISBURSEMENT. The Tranche D Loan shall consist of a
      term loan to be made by FINOVA to Borrower in the original principal
      amount of $4,000,000. FINOVA shall disburse the Tranche D Loan to or as
      directed by Borrower at any time prior to July 31, 2000 provided all of
      the terms and conditions set forth in Section 4.1 and 4.3 have been
      satisfied. Promptly following FINOVA's receipt of the Tranche D Notice of
      Borrowing, FINOVA shall deliver to Borrower the Tranche D Payment
      Schedule.


                                       24
<PAGE>

            2.4.2 USE OF PROCEEDS. The proceeds of the Tranche D Loan shall be
      used (i) to pay the Loan Fee payable upon the Tranche D Closing and (ii)
      to consummate the Tranche D Acquisition.

            2.4.3 TRANCHE D NOTE. The Tranche D Loan shall be evidenced by the
      Tranche D Note.

            2.4.4 REBORROWING. Borrower shall not be entitled to reborrow any
      portion of the Tranche D Loan which is repaid or prepaid.

            2.4.5 INTEREST. The Principal Balance of the Tranche D Loan shall
      bear interest at a fixed rate per annum equal to the Tranche D Reference
      Rate plus 3.85% per annum, except that during a Default Rate Period, the
      Principal Balance of the Tranche D Loan shall bear interest at the
      applicable Default Rate.

            2.4.6 PAYMENTS. Interest which will accrue on the Principal Balance
      of the Tranche D Loan from the Tranche D Closing Date through the last day
      of the month in which the Tranche D Closing occurs shall be payable in
      advance on the Tranche D Closing Date. Commencing on the first Business
      Day of second month following the month in which the Tranche D Closing
      occurs and on the first Business Day of each month thereafter, the
      Principal Balance of the Tranche D Loan and all accrued and unpaid
      interest thereon shall be payable in:

                  (A) if the Tranche D Maturity Date is the Ten Year Tranche D
            Maturity Date, 120 equal monthly installments, each in the amount
            necessary to amortize the Tranche D Loan fully over ten years; and

                  (B) if the Tranche D Maturity Date is the Fifteen Year Tranche
            D Maturity Date, 180 equal monthly installments, each in the amount
            necessary to amortize the Tranche D Loan fully over fifteen years.

      The remaining Principal Balance of the Tranche D Loan, together with all
      accrued and unpaid interest thereon, shall be due and payable in full on
      the earlier to occur of (i) the Tranche D Maturity Date and (ii) the date
      Borrower's Obligations are accelerated pursuant to Section 8.2.

            2.4.7 VOLUNTARY PREPAYMENTS. Borrower may not prepay the Principal
      Balance of the Tranche D Loan at any time during the first two Tranche D
      Loan Years. Borrower voluntarily may prepay the Principal Balance of the
      Tranche D Loan in whole, but not in part, at any time after the second
      Tranche D Loan Year subject to the satisfaction of the Voluntary
      Prepayment Conditions. Concurrently with any such voluntary prepayment of
      the Principal Balance of the Tranche D Loan, Borrower shall pay to FINOVA
      a prepayment premium equal to a percentage of the amount of the Principal
      Balance prepaid, determined in accordance with the following schedule:

                                                  Percentage of Principal
                  Period of Prepayment                 Balance Prepaid
                  --------------------            ------------------------

                  Third Tranche D Loan Year                 5.0%
                  Fourth Tranche D Loan Year                3.0%
                  Fifth Tranche D Loan Year and Thereafter  1.0%


                                       25
<PAGE>

            2.4.8 MANDATORY PREPAYMENTS. In the event any Collateral Store Lease
      or Franchise Agreement with respect to any Tranche D Store terminates
      prior to the Tranche D Maturity Date, and such Collateral Store Lease or
      Franchise Agreement is not renewed or otherwise extended, Borrower shall
      prepay the Principal Balance of the Tranche D Loan in an amount equal to
      the Allocated Loan Amount with respect such Tranche D Store, unless at
      least 30 days prior to such termination Borrower designates a Substitute
      Store for such Tranche D Store and satisfies the Substitution Conditions.
      Concurrently with any mandatory prepayment pursuant to this subsection
      2.4.8, Borrower shall pay to FINOVA accrued and unpaid interest on the
      Principal Balance which is being prepaid to the date on which FINOVA is in
      receipt of Good Funds, any other sums which are due and payable pursuant
      to the terms of any of the Loan Instruments and a prepayment premium equal
      to a percentage of the Principal Balance prepaid, determined in accordance
      with the following schedule:

                                                  Percentage of Principal
                  Period of Prepayment                 Balance Prepaid
                  --------------------            ------------------------

                  First Tranche D Loan Year                 10.0%
                  Second Tranche D Loan Year                10.0%
                  Third Tranche D Loan Year                  5.0%
                  Fourth Tranche D Loan Year                 3.0%
                  Fifth Tranche D Loan Year and Thereafter   1.0%

      Prepayments received by FINOVA pursuant to this subsection 2.4.8 shall be
      applied in the following order of priority to the payment of: (i) any and
      all sums which are due and payable pursuant to the terms of the Loan
      Instruments, except the Principal Balance and accrued and unpaid interest
      thereon, (ii) to the monthly installment payments required under
      subsection 2.4.6 in the inverse order of maturity and (iii) any remainder,
      to Borrower's Obligations in such order as FINOVA shall determine.

      2.5   TRANCHE E LOAN.

            2.5.1 AMOUNT AND DISBURSEMENT. The Tranche E Loan shall consist of a
      term loan to be made by FINOVA to Borrower in the maximum principal amount
      of $7,000,000. FINOVA shall disburse Advances of the Tranche E Loan to or
      as directed by Borrower from time to time prior to June 1, 2003 provided
      all of the terms and conditions set forth in Sections 4.1 and 4.4 have
      been satisfied. Promptly following FINOVA's receipt of a Tranche E Notice
      of Borrowing, FINOVA shall deliver to Borrower a Tranche E Payment
      Schedule with respect to the requested Advance of the Tranche E Loan.

            2.5.2 USE OF PROCEEDS. The proceeds of each Advance of the Tranche E
      Loan shall be used (i) to pay the Loan Fee payable upon the disbursement
      of such Advance and (ii) for the acquisition and development of one or
      more Expansion Stores.

            2.5.3 TRANCHE E NOTE. The Tranche E Loan shall be evidenced by the
      Tranche E Note.

            2.5.4 REBORROWING. Borrower shall not be entitled to reborrow any
      portion of the Tranche E Loan which is repaid or prepaid.


                                       26
<PAGE>

            2.5.5 INTEREST. The Principal Balance of each Advance of the Tranche
      E Loan shall bear interest at a fixed rate per annum equal to the Tranche
      E Reference Rate with respect to such Advance plus 3.85% per annum, except
      that during a Default Rate Period, the Principal Balance of each Advance
      of the Tranche E Loan shall bear interest at the applicable Default Rate.

            2.5.6 PAYMENTS. Interest which will accrue on the Principal Balance
      of each Advance of the Tranche E Loan from the Funding Date of such
      Advance through the last day of the month in which such Funding Date
      occurs shall be payable in advance on such Funding Date. Commencing on the
      first Business Day of second month following the month in which such
      Funding Date occurs and on the first Business Day of each month thereafter
      through the month in which the Tranche E Maturity Date occurs, the
      Principal Balance of such Advance and all accrued and unpaid interest
      thereon shall be payable in equal monthly installments, each in an amount
      sufficient to amortize such Advance fully over fifteen years. The
      remaining Principal Balance of the entire Tranche E Loan, together with
      all accrued and unpaid interest thereon, shall be due and payable in full
      on the Tranche E Maturity Date.

            2.5.7 VOLUNTARY PREPAYMENTS. Borrower may not prepay the Principal
      Balance of any Advance of the Tranche E Loan at any time during the first
      two Tranche E Loan Years applicable to such Advance. Borrower voluntarily
      may prepay the entire Principal Balance of an Advance of the Tranche E
      Loan in whole, but not in part, at any time after the second Tranche E
      Loan Year applicable to such advance subject to the satisfaction of the
      Voluntary Prepayment Conditions. Concurrently with any such voluntary
      prepayment of the Principal Balance of an Advance of the Tranche E Loan,
      Borrower shall pay to FINOVA a prepayment premium equal to a percentage of
      the amount of such Advance of the Principal Balance prepaid, determined in
      accordance with the following schedule:

                  Period of Prepayment             Percentage of Principal
                  For each AdvancE                     Balance Prepaid
                  ----------------                 -----------------------

                  Third Tranche E Loan Year                 5.0%
                  Fourth Tranche E Loan Year                3.0%
                  Fifth Tranche E Loan Year and Thereafter  1.0%

            2.5.8 MANDATORY PREPAYMENTS. In the event any Collateral Store Lease
      or Franchise Agreement with respect to any Tranche E Store terminates
      prior to the Tranche E Maturity Date, and such Collateral Store Lease or
      Franchise Agreement is not renewed or otherwise extended, Borrower shall
      prepay the Principal Balance of the Tranche E Loan in an amount equal to
      the Allocated Loan Amount with respect such Tranche E Store, unless at
      least 30 days prior to such termination Borrower designates a Substitute
      Store for such Tranche E Store and satisfies the Substitution Conditions.
      Concurrently with any mandatory prepayment pursuant to this subsection
      2.5.8, Borrower shall pay to FINOVA accrued and unpaid interest on the
      Principal Balance which is being prepaid to the date on which FINOVA is in
      receipt of Good Funds, any other sums which are due and payable pursuant
      to the terms of any of the Loan Instruments and a prepayment premium equal
      to a percentage of the Principal Balance prepaid, determined in accordance
      with the following schedule:

                                                  Percentage of Principal


                                       27
<PAGE>

                  Period of Prepayment                  Balance Prepaid
                  --------------------            -------------------------

                  First Tranche E Loan Year                 10.0%
                  Second Tranche E Loan Year                10.0%
                  Third Tranche E Loan Year                  5.0%
                  Fourth Tranche E Loan Year                 3.0%
                  Fifth Tranche E Loan Year and Thereafter   1.0%

      Prepayments received by FINOVA pursuant to this subsection 2.5.8 shall be
      applied in the following order of priority to the payment of: (i) any and
      all sums which are due and payable pursuant to the terms of the Loan
      Instruments, except the Principal Balance and accrued and unpaid interest
      thereon, (ii) to the monthly installment payments required under
      subsection 2.5.6 in the inverse order of maturity and (iii) any remainder,
      to Borrower's Obligations in such order as FINOVA shall determine.

      2.6   LOAN FEES.

            2.6.1 CLOSING. Borrower shall pay to FINOVA a closing fee of
      $100,000, which shall be deemed to be fully earned and payable upon the
      Closing.

            2.6.2 MAINTENANCE FEE. Borrower shall pay to FINOVA a maintenance
      fee of $70,000, which shall be deemed to be fully earned upon the Closing
      and payable (i) in annual installments of $35,000 each on the first and
      second anniversaries of the Closing Date or (ii) if Borrower's Obligations
      are accelerated pursuant to Section 8.2 prior to the second anniversary of
      the Closing Date, on the date Borrower's Obligations are accelerated.

            2.6.3 TRANCHE D LOAN FEE. Borrower shall pay to FINOVA a loan fee in
      the amount of $40,000 on the Tranche D Closing Date, which loan fee shall
      be deemed to be fully earned and payable upon the Tranche D Closing.

            2.6.3 TRANCHE E LOAN FEES. Borrower shall pay to FINOVA a loan fee
      in an amount equal to 1.0% of the amount of each Advance of the Tranche E
      Loan on the Funding Date of such Advance, which loan fee shall be deemed
      to be fully earned and payable upon the disbursement of such Advance.

            2.6.4 NON-UTILIZATION FEE.  Borrower shall pay to FINOVA:

            (i) on the first anniversary of the Closing Date, a non-utilization
      fee in an amount equal to 1.0% of the remainder, if any, of (A) $1,500,000
      MINUS (B) the aggregate amount of all Advances of the Tranche D Loan and
      the Tranche E Loan made during the first Tranche B Loan Year;

            (ii) on the second anniversary of the Closing Date, a
      non-utilization fee in an amount equal to 1.0% of the remainder, if any,
      of (A) $3,000,000 MINUS (B) the aggregate amount of all Advances of the
      Tranche D Loan and the Tranche E Loan made during the first two Tranche B
      Loan Years; and

            (iii) on the third anniversary of the Closing Date, a
      non-utilization fee in an amount equal to 1.0% of the remainder, if any,
      of (A) $4,500,000 MINUS (B) the aggregate amount of all


                                       28
<PAGE>

      Advances of the Tranche D Loan and the Tranche E Loan made during the
      first three Tranche B Loan Years.

      2.7 LATE CHARGES. If a payment of principal or interest to be made
pursuant to this Loan Agreement becomes past due for a period in excess of ten
days, Borrower shall pay on demand to FINOVA a late charge of 10% of the amount
of such overdue payment.

      2.8 NO PREPAYMENT PREMIUM. Notwithstanding anything to the contrary
contained herein, no prepayment premium shall be payable with respect to any
prepayment of the Loans made from insurance proceeds.

      2.9 INVOLUNTARY PREPAYMENT. If an Event of Default occurs and Borrower's
Obligations are accelerated, Borrower shall pay to FINOVA the Involuntary
Prepayment Premium determined as of the date Borrower's Obligations are
accelerated. For purposes of this Section 2.9, the term "INVOLUNTARY PREPAYMENT
PREMIUM" shall mean an amount equal to the sum of the prepayment premiums that
would be payable to FINOVA under subsections 2.1.8, 2.2.8, 2.3.8, 2.4.8 and
2.5.8 if Borrower prepaid the Allocated Loan Amounts of all Collateral Stores on
the date Borrower's Obligations are accelerated. Borrower acknowledges and
agrees that the Involuntary Prepayment Premium described in this Section 2.9 is
a reasonable estimate of loss and not a penalty. The Involuntary Prepayment
Premium is payable as liquidated damages for loss of bargain but shall not
reduce, affect or impair any other obligation of Borrower under the Loan
Instruments.

      2.10 PAYMENTS AFTER EVENT OF DEFAULT. All payments received by FINOVA
during the existence of an Event of Default shall be applied in accordance with
Section 8.4.

      2.11  INTEREST COMPUTATION; MAXIMUM INTEREST.

            2.11.1 INTEREST COMPUTATION. Interest on the Loans shall be computed
      on the basis of a year consisting of 360 days and charged for the actual
      number of days during the period for which interest is being charged. In
      computing interest, the date of funding of a Loan or Advance shall be
      included and the date of payment shall be excluded.

            2.11.2 MAXIMUM INTEREST. Notwithstanding any provision to the
      contrary contained herein or in any other Loan Instrument, FINOVA shall
      not collect a rate of interest on any obligation or liability due and
      owing by Borrower to FINOVA in excess of the maximum contract rate of
      interest permitted by applicable law ("Excess Interest"). All fees,
      charges, goods, things in action or any other sums or things of value
      (other than items (a), (b) and (c) below) paid or payable by Borrower
      (collectively, the "Additional Sums"), whether pursuant to the Notes, this
      Loan Agreement, the other Loan Instruments or any other document or
      instrument in any way pertaining to the Loans, that, under the laws of the
      State of Arizona, may be deemed to be interest with respect to the Loans,
      for the purpose of any laws of the State of Arizona that may limit the
      maximum amount of interest to be charged with respect to the Loans shall
      be payable by Borrower and shall be deemed to be additional interest, and
      for such purposes only, the agreed upon and "contracted for rate of
      interest" with respect to the Loans shall be deemed to be increased by the
      rate of interest resulting from the Additional Sums. FINOVA and Borrower
      agree that the interest laws of the State of Arizona shall govern the
      relationship among them and understand and believe that the transactions
      contemplated by the Loan Instruments comply with the usury laws of the
      State of Arizona, but in the event of a final adjudication to the
      contrary, Borrower shall be obligated to pay, NUNC PRO TUNC, to FINOVA


                                       29
<PAGE>

      only such interest as then shall be permitted by the laws of the state
      found to govern the contract relationship between FINOVA and Borrower. For
      the purpose of any laws of the State of Arizona that may limit the maximum
      amount of interest to be charged with respect to a loan, the "contracted
      for rate of interest" for the Loans shall consist of the following: (a)
      interest calculated in accordance with the provisions of this Section 2;
      (b) the late charges calculated in accordance with the provisions of
      Section 2.7; (c) the Loan Fees; and (d) all Additional Sums, if any.
      Borrower agrees to pay an effective "contracted for rate of interest"
      which is the sum of items (a), (b), (c) and (d) above. If any Excess
      Interest is provided for or determined by a court of competent
      jurisdiction to have been provided for in this Loan Agreement or any other
      Loan Instrument, then in such event (i) no Obligor shall be obligated to
      pay such Excess Interest, (ii) any Excess Interest collected by FINOVA
      shall be, at FINOVA's option, (A) applied to the Principal Balance of any
      Loans in such manner as FINOVA may elect or to accrued and unpaid interest
      not in excess of the maximum rate permitted by applicable law or (B)
      refunded to the payor thereof, (iii) the interest rates provided for
      herein (collectively, including, without limitation, the Loan Fees, the
      "Stated Rate") shall be automatically reduced to the maximum rate allowed
      from time to time under applicable law (the "Maximum Rate") and this Loan
      Agreement and the other Loan Instruments, as applicable, shall be deemed
      to have been, and shall be, modified to reflect such reduction, and (iv)
      neither Borrower nor any other Obligor shall have any action against
      FINOVA for any damages arising out of the payment or collection of such
      Excess Interest.

      2.12 RELIANCE ON NOTICES. Borrower acknowledges that any Tranche C
Conversion Notice, Tranche D Notice of Borrowing or Tranche E Notice of
Borrowing executed by Borrower shall be irrevocable and that FINOVA shall have
the right without further confirmation to assume that any such document received
by FINOVA has been given by a Person duly authorized to act on behalf of
Borrower. If Borrower delivers to FINOVA a notice of prepayment and fails to
make such prepayment, Borrower shall reimburse FINOVA on demand in the amount of
any loss, cost and/or expense incurred by FINOVA as a result of FINOVA's
reliance on such notice, including without limitation, any loss, cost or expense
resulting from any contractual obligations of FINOVA in connection with the
reinvestment of the amount indicated in such notice of prepayment.


                                   ARTICLE III

                              GUARANTY AND SECURITY

      3.1 GUARANTY. Borrower's Obligations shall be guaranteed by Guarantor
pursuant to the Guaranty.

      3.2 COLLATERAL. Borrower's Obligations shall be secured by a Lien upon all
of the Collateral, which at all times shall be superior and prior to all other
Liens, except Permitted Prior Liens.

      3.3   RELEASE OF SECURITY INTERESTS.

            3.3.1 RELEASE OF TRANCHE A COLLATERAL. Upon the payment or
      prepayment in full of the Tranche A Loan in accordance with Section 2.1
      and provided no Event of Default or Incipient Default then exists and is
      continuing, FINOVA shall release its Security Interests in the Tranche A
      Collateral.


                                       30
<PAGE>

            3.3.2 RELEASE OF TRANCHE B COLLATERAL. Upon the payment or
      prepayment in full of the Tranche B Loan in accordance with Section 2.2
      and provided no Event of Default or Incipient Default then exists and is
      continuing, FINOVA shall release its Security Interests in the Tranche B
      Collateral.

            3.3.3 RELEASE OF TRANCHE C COLLATERAL. Upon the payment or
      prepayment in full of the Tranche C Loan in accordance with Section 2.3
      and provided no Event of Default or Incipient Default then exists and is
      continuing, FINOVA shall release its Security Interests in the Tranche C
      Collateral.

            3.3.4 RELEASE OF TRANCHE D COLLATERAL. Upon the payment or
      prepayment in full of the Tranche D Loan in accordance with Section 2.4
      and provided no Event of Default or Incipient Default then exists and is
      continuing, FINOVA shall release its Security Interests in the Tranche D
      Collateral.

            3.3.5 RELEASE OF TRANCHE E COLLATERAL. Upon the payment or
      prepayment in full of the Tranche E Loan in accordance with Section 2.5
      and provided no Event of Default or Incipient Default then exists and is
      continuing, FINOVA shall release its Security Interests in the Tranche E
      Collateral.

      3.4 SUBSTITUTION OF COLLATERAL STORES. Borrower shall have the option to
substitute any Collateral Store with a Substitute Store provided that (i) at
least thirty (30) days prior to the date Borrower desires to substitute such
Collateral Store with such Substitute Store, Borrower designates the Collateral
Store to be replaced, (ii) Borrower shall demonstrate to the reasonable
satisfaction of FINOVA that the ratio of (A) the Store Cash Flow of the
Substitute Store for the twelve month period ending closest to the date of
substitution PLUS the sum of the Store Cash Flow of the Stores constituting such
portion of the Collateral (other than the Store being replaced) for such twelve
month period to (B) the Store Fixed Charges of such Substitute Store for such
twelve month period PLUS the sum of the Store Fixed Charges of the Stores
constituting such portion of the Collateral (other than the Store being
replaced) for such twelve month period is not less than 1.25:1.00 and (iii)
Borrower satisfies the Substitution Conditions.


                                   ARTICLE IV

                              CONDITIONS OF CLOSING

      4.1 CONDITIONS OF ALL LOANS. The obligation of FINOVA to disburse any Loan
or Advance shall be subject to the satisfaction or waiver of all of the
following conditions on or before the applicable Funding Date in a manner, form
and substance reasonably satisfactory to FINOVA:

            4.1.1 REPRESENTATIONS AND WARRANTIES. On the applicable Funding Date
      the representations and warranties of each Obligor set forth in the Loan
      Instruments to which such Obligor is a party shall be true and correct in
      all material respects, except to the extent set forth in any written
      disclosures provided by such Obligor to FINOVA subsequent to such Funding
      Date which are not reasonably likely to have a Material Adverse Effect as
      determined by FINOVA in its reasonable discretion.


                                       31
<PAGE>

            4.1.2 PERFORMANCE; NO DEFAULT. Each Obligor shall have performed and
      complied with all agreements and conditions contained in the Loan
      Instruments to be performed by or complied with by such Obligor prior to
      or at such disbursement and no Event of Default or Incipient Default shall
      then exist or result from the disbursement of such Loan or Advance.

            4.1.3 OPINIONS OF COUNSEL. FINOVA shall have received such opinions
      of local counsel to Borrower as FINOVA reasonably may require, addressed
      to FINOVA and in such form and covering such matters as FINOVA reasonably
      may require.

            4.1.4 SECURITY INTERESTS. All filings of Uniform Commercial Code
      financing statements, Leasehold Mortgages and all other filings and
      actions necessary to perfect and maintain the Security Interests as first,
      valid and perfected Liens in the Collateral covered thereby, subject only
      to Permitted Prior Liens, shall have been filed or taken and FINOVA shall
      have received such UCC, state and federal tax Lien, pending suit, judgment
      and other Lien searches as it deems necessary to confirm the foregoing and
      to confirm that no Liens other than Permitted Liens exist on any of the
      Collateral.

            4.1.5 APPROVAL OF INSTRUMENTS AND SECURITY INTERESTS. FINOVA shall
      have received evidence that the approval or consent shall have been
      obtained from all Governmental Bodies and all other Persons whose approval
      or consent is required to enable Obligors to (i) enter into and perform
      their respective obligations under the Loan Instruments to which each such
      Obligor is a party and (ii) grant the Security Interests to FINOVA.

            4.1.6 LICENSES. FINOVA shall have received evidence that (i)
      Borrower is the licensee of all Licenses and Franchise Agreements
      necessary for the operation of the Collateral Stores and (ii) such
      Licenses and Franchise Agreements are in full force and effect as of the
      applicable Funding Date and no event has occurred which could result in
      the termination, revocation or non-renewal of any such License or
      Franchise Agreement.

            4.1.7 USE OF ASSETS. FINOVA shall be satisfied that Borrower at all
      times shall be entitled to the use and quiet enjoyment of all Property
      necessary for the continued ownership and operation of the Collateral
      Stores, including, without limitation, the use of equipment, fixtures,
      Licenses, offices and means of ingress and egress thereto, necessary for
      the operation of the Collateral Stores.

            4.1.8 NO MATERIAL ADVERSE EFFECT. No event or series of events shall
      have occurred since October 2, 1999, and no litigation or governmental
      proceeding or investigation shall be pending, which has had or is
      reasonably likely to have a Material Adverse Effect. No judgment, order,
      injunction or other restraint prohibiting or imposing adverse conditions
      on the transactions to be consummated on the applicable Funding Date shall
      be in effect which has had or is reasonably likely to have a Material
      Adverse Effect.

            4.1.9 BUSINESS AND FLOOD INSURANCE. At least two Business Days prior
      to the applicable Funding Date Borrower shall have delivered to FINOVA
      evidence satisfactory to FINOVA that all insurance coverage required
      pursuant to Section 6.6 is in full force and effect and all premiums then
      due thereon have been paid in full.


                                       32
<PAGE>

            4.1.10 ENVIRONMENTAL. FINOVA shall have received such reports
      concerning the environmental condition of the Stores which are the subject
      of such Loan or Advance as FINOVA may require, including a Phase I
      environmental assessment in accordance with the requirements of ASTM E
      1527-97. Such reports shall be prepared by an environmental engineer
      acceptable to FINOVA, shall be dated within six months of the Funding Date
      of such Loan or Advance, shall confirm to the satisfaction of FINOVA that
      such Store complies with all Environmental Laws and shall reflect, in
      FINOVA's judgment, no adverse findings. For fee simple sites, in lieu of
      the Phase I report FINOVA will accept a "lender" environmental insurance
      policy evidencing coverage in an amount of $500,000.00 (or such greater
      amount as FINOVA may require) per site issued by an insurer, reasonably
      acceptable to FINOVA. For leasehold mortgage sites, FINOVA will accept
      clean, in its sole opinion, environmental database searches. FINOVA
      reserves the right to require the previously stated environmental
      insurance on a leasehold mortgage site, and further due diligence in
      compliance with the above requirements for a Phase I on fee simple sites.
      The cost of the environmental reports/insurance shall be borne by the
      Borrower.

            4.1.11 PAYMENT OF FEES AND EXPENSES. Borrower shall have paid all of
      the Loan Fees which are then due and payable and all fees and expenses
      described in Section 10.1 then due and payable.

      4.2 CONDITIONS OF DISBURSEMENT OF TRANCHE B LOAN AND ADVANCES OF THE
TRANCHE C LOAN. The obligation of FINOVA to disburse the Tranche B Loan and the
initial Advance of the Tranche C Loan shall be subject to the satisfaction or
waiver of all of the following conditions on or before the Closing Date in a
manner, form and substance reasonably satisfactory to FINOVA:

            4.2.1 APPRAISALS. FINOVA shall have received from the Accountants
      appraisals of (i) the Tranche B Stores, in each case in form and substance
      reasonably satisfactory to FINOVA, showing an aggregate business value of
      the Tranche B Stores of not less than $4,000,000 and (ii) the Tranche C
      Stores, in each case in form and substance reasonably satisfactory to
      FINOVA, showing an aggregate business value of the Tranche C Stores of not
      less than $9,333,334.

            4.2.2 MINIMUM STORE LEVEL FIXED CHARGE COVERAGE. Borrower shall
      demonstrate to the satisfaction of FINOVA that the ratio of (i) the Store
      Cash Flow of each Tranche B Store and each Tranche C Store for the twelve
      month period ending closest to December 31, 1999 to (ii) the sum of (A)
      Store Fixed Charges of such Store for such twelve month period plus (B)
      the projected FINOVA Debt Service on the Allocated Loan Amount for each
      such Store for the twelve month period following the Closing Date
      (assuming the Tranche B Loan and the Tranche C Loan were fully disbursed
      on the Closing Date) is not less than 1.25:1.00.

            4.2.3 DELIVERY OF DOCUMENTS. The following shall have been delivered
      to FINOVA, each duly authorized and executed, where applicable, and in
      form and substance reasonably satisfactory to FINOVA:

                  (a) the Loan Instruments, including Leasehold Mortgages
            encumbering the Leases of each Tranche B Store and the Leases of at
            least three Tranche C Stores designated by FINOVA;


                                       33
<PAGE>

                  (b) good standing certificates for each Obligor from the State
            in which each such Obligor is organized and for Borrower from each
            State in which any Tranche A Store, Tranche B Store or Tranche C
            Store is located, each dated a recent date prior to the Closing
            Date;

                  (c)   copies of:

                        (1) the articles of incorporation of each Obligor,
                  certified by the Secretary of State of the State in which such
                  Obligor is organized, together with all current and proposed
                  amendments thereto, certified by the corporate secretary of
                  such Obligor;

                        (2) the by-laws of each Obligor, together with all
                  current and proposed amendments thereto, certified by the
                  corporate secretary of such Obligor;

                        (3) resolutions adopted by the board of directors of
                  each Obligor, authorizing the execution and delivery by such
                  Obligor of the Loan Instruments to which such Obligor is a
                  party and the consummation of the transactions contemplated
                  thereby, certified as of the Closing Date by the corporate
                  secretary of such Obligor;

                        (4) signature and incumbency certificates of the
                  officers of each Obligor;

                        (5) certified copies or executed originals of each of
                  the following:

                              (A)   the Development  Agreement as in effect on
                  the Closing Date;

                              (B) the Franchise Agreements for each of the
                        Tranche A Stores, Tranche B Stores and Tranche C Stores
                        as in effect on the Closing Date;

                              (C) the Collateral Store Leases for each of the
                        Tranche A Stores, Tranche B Stores and Tranche C Stores
                        as in effect on the Closing Date;

                              (D) the certificate of occupancy for each of the
                        Tranche A Stores, Tranche B Stores and Tranche C Stores,
                        to the extent available, or other evidence that each
                        such Store is operating in compliance with applicable
                        law;

                        (6) a Landlord's Waiver from the Landlord under the
                  Leases of the Tranche A Stores, the Tranche B Stores and the
                  Tranche C Stores; and

                        (7)   such     other      instruments,      documents,
                  certificates,  consents,  waivers  and  opinions  as  FINOVA
                  reasonably may request.


                                       34
<PAGE>

            4.2.4 TITLE INSURANCE; SURVEY. FINOVA shall have received a
      mortgagee's policy of title insurance in favor of FINOVA with respect to
      each parcel of Leasehold Property demised under any Lease of the Tranche B
      Stores or the Tranche C Stores required to be encumbered by a Leasehold
      Mortgage, issued by a title company and in an amount satisfactory to
      FINOVA, showing that Borrower has valid leasehold estate under the Lease
      of such parcel of Leasehold Property and insuring that the Leasehold
      Mortgage encumbering such Lease constitutes a valid Lien on Borrower's
      right, title and interest in, to and under such Lease, subject only to
      Permitted Liens and subject in priority only to Permitted Prior Liens.
      Each such policy shall insure over all survey and other general exceptions
      contained therein and shall include such affirmative endorsements as
      reasonably may be required by FINOVA and as are available in the
      applicable jurisdiction, including, without limitation, comprehensive
      endorsement no. 1, contiguity (if applicable), usury (if available), doing
      business, variable rate, tie-in, restrictions (where applicable),
      encroachment (where applicable), 3.1 zoning (including parking) at the
      reasonable request of FINOVA (if available), last dollar, tax parcel,
      survey, location, access and future advances. FINOVA shall have received
      (i) copies of and found reasonably satisfactory the provisions of each
      document referred to in each such policy, (ii) received evidence that all
      premiums with respect to such title insurance have been paid by Borrower
      and (iii) a recent "as-built" survey of each such parcel of Leasehold
      Property, certified to FINOVA, the title insurer and Borrower, containing
      a flood plain certification, and showing no matters or exceptions which
      are not Permitted Liens and otherwise in sufficient detail as to permit
      the elimination of any survey exceptions to the title policies described
      above and the issuance of the affirmative endorsements required above.

            4.2.5 OPINIONS OF COUNSEL; DIRECTION FOR DELIVERY. FINOVA shall have
      received an opinion dated the Closing Date from Pryor Cashman Sherman &
      Flynn LLP, counsel to the Obligors, and any other law firm representing
      Obligors, addressed to FINOVA, in such form and covering such matters as
      FINOVA may require.

            4.2.6 FINANCIAL STATEMENTS; INSPECTION. FINOVA shall have received
      the financial statements described in EXHIBIT 5.7. Borrower shall have
      provided FINOVA with an opportunity for representatives of FINOVA to visit
      and inspect its offices and properties.

      4.3 CONDITIONS OF DISBURSEMENT OF THE TRANCHE D LOAN. The obligation of
FINOVA to disburse the Tranche D Loan shall be subject to the satisfaction or
waiver of all of the following conditions on or before the Tranche D Closing
Date in a manner, form and substance reasonably satisfactory to FINOVA:

            4.3.1 PRELIMINARY DELIVERIES. FINOVA shall have received not less
      than 20 days prior to the proposed Tranche D Closing Date an information
      package with respect to the Tranche D Acquisition, including a description
      of the operations history and relevant market information with respect to
      the Stores to be acquired with the proceeds of such the Tranche D Loan and
      a discussion of competition and information regarding key personnel with
      respect to such Stores and a statement as to the amount of the Tranche D
      Loan to be requested in connection with the Tranche D Acquisition.

            4.3.2 CONSUMMATION OF TRANCHE D ACQUISITION. Prior to or
      concurrently with the Tranche D Closing, FINOVA shall have received
      evidence that (i) the Tranche D Acquisition has


                                       35
<PAGE>

      been consummated in accordance with the terms of the Tranche D Acquisition
      Instruments and (ii) concurrently with the consummation of the Tranche D
      Acquisition Borrower will acquire good and marketable title to all of the
      Stores being purchased pursuant to the Tranche D Acquisition Instruments,
      free and clear of all Liens and Indebtedness, except for Permitted Liens.

            4.3.3 APPRAISALS. FINOVA shall have received from the Accountants
      appraisals of the Tranche D Stores, in each case in form and substance
      satisfactory to FINOVA, showing an aggregate business value of the Tranche
      D Stores of not less than $5,333,334.

            4.3.4 STORE FIXED CHARGE COVERAGE. Borrower shall demonstrate to the
      satisfaction of FINOVA that the ratio of the Store Cash Flow of the
      Tranche D Stores for the twelve month period ending closest to the Tranche
      D Closing Date to the sum of Store Fixed Charges of such Stores for such
      twelve month period plus the projected FINOVA Debt Service on the
      Allocated Loan Amount for such Stores for the twelve month period
      following the Tranche D Closing Date is not less than 1.25:1.00.

            4.3.5 TRANCHE D NOTICE OF BORROWING. FINOVA shall have received the
      Tranche D Notice of Borrowing from Borrower not later than 10:00 a.m.
      Paramus, New Jersey at least five days prior to the proposed Tranche D
      Closing Date.

            4.3.6 TRANCHE D PAYMENT SCHEDULE. Borrower shall have executed and
      returned to FINOVA the Tranche D Payment Schedule delivered by FINOVA to
      Borrower.

            4.3.7 DELIVERY OF DOCUMENTS. The following shall have been delivered
      to FINOVA, each duly authorized and executed, where applicable, and in
      form and substance reasonably satisfactory to FINOVA:

                  (a)   the Tranche D Assignment of Acquisition Instruments;

                  (b) any amendments to the Loan Instruments and any security
            agreements, security instruments, UCC Financing Statements and other
            agreements reasonably required by FINOVA to grant to FINOVA a
            perfected first Lien, subject in priority only to Permitted Prior
            Liens, on each Tranche D Store and, at the option of Borrower,
            Leasehold Mortgages encumbering the Leases of the Tranche D Stores;

                  (c) good standing certificates for Borrower from each State in
            which the Tranche D Stores are located, each dated a recent date
            prior to the Tranche D Closing Date;

                  (d) a certificate of the secretary of each Obligor, certifying
            to FINOVA that the articles of incorporation and by-laws of such
            Obligor have not been amended since the date such Obligor most
            recently delivered a copy of such articles of incorporation and
            by-laws to FINOVA.

                  (e) certified copies or executed originals of each of the
            following:

                        (1)   the Tranche D Acquisition Instruments;


                                       36
<PAGE>

                        (1) the Franchise Agreements for each of the Tranche D
                  Stores as in effect on the Tranche D Closing Date;

                        (2) the Collateral Store Leases for each of the Tranche
                  D Stores as in effect on the Tranche D Closing Date; and

                        (3) the certificate of occupancy for each of the Tranche
                  D Stores, to the extent available, or other evidence that each
                  such Tranche D Store is operating in compliance with
                  applicable law; and

                  (f) a Landlord's Waiver from the Landlord under each Lease of
            the Tranche D Stores; and

                  (g) such other instruments, documents, certificates, consents,
            waivers and opinions as FINOVA reasonably may request.

            4.3.8 TITLE INSURANCE; SURVEY. If Borrower has elected to deliver to
      FINOVA Leasehold Mortgages encumbering the Leases of the Tranche D Stores
      in favor of FINOVA, FINOVA shall have received a mortgagee's policy of
      title insurance in favor of FINOVA with respect to each parcel of
      Leasehold Property demised under such Leases, issued by a title company
      and in an amount satisfactory to FINOVA, showing that Borrower has valid
      leasehold estate under each such Lease of the applicable parcel of
      Leasehold Property and insuring that the Leasehold Mortgage encumbering
      such Lease constitutes a valid Lien on Borrower's right, title and
      interest in, to and under such Lease, subject only to Permitted Liens and
      subject in priority only to Permitted Prior Liens. Each such policy shall
      insure over all survey and other general exceptions contained therein and
      shall include such affirmative endorsements as reasonably may be required
      by FINOVA and as are available in the applicable jurisdiction, including,
      without limitation, comprehensive endorsement no. 1, contiguity (if
      applicable), usury (if available), doing business, variable rate, tie-in,
      restrictions (where applicable), encroachment (where applicable), 3.1
      zoning (including parking) at the reasonable request of FINOVA (if
      available), last dollar, tax parcel, survey, location, access and future
      advances. FINOVA shall have received (i) copies of and found reasonably
      satisfactory the provisions of each document referred to in each such
      policy, (ii) received evidence that all premiums with respect to such
      title insurance have been paid by Borrower and (iii) a recent "as-built"
      survey of each such parcel of Leasehold Property, certified to FINOVA, the
      title insurer and Borrower, containing a flood plain certification, and
      showing no matters or exceptions which are not Permitted Liens and
      otherwise in sufficient detail as to permit the elimination of any survey
      exceptions to the title policies described above and the issuance of the
      affirmative endorsements required above.

      4.4 CONDITIONS OF DISBURSEMENT OF ADVANCES OF THE TRANCHE E LOAN. The
obligation of FINOVA to disburse Advances of the Tranche E Loan shall be subject
to the satisfaction or waiver of all of the following conditions on or before
the applicable Funding Date in a manner, form and substance reasonably
satisfactory to FINOVA:

            4.4.1 DESIGNATION OF TRANCHE E STORE. Borrower shall have designated
      the Store(s) to be included in the Tranche E Collateral in connection with
      such Advance.


                                       37
<PAGE>

            4.4.2 APPRAISALS AND EVIDENCE OF FINANCEABLE COSTS. FINOVA shall
      have received, for each Tranche E Store designated to be included in the
      Tranche E Collateral in connection with such Advance, (i) such evidence of
      the Financeable Costs of each Store developed by Borrower as FINOVA
      reasonably may request and (ii) appraisals from the Accountants of each
      Tranche E Store acquired but not developed by Borrower.

            4.4.3 AMOUNT OF ADVANCE. The requested Advance shall be (i) in a
      minimum amount of $500,000 and integral multiples of $100,000 in excess
      thereof and (ii) in a maximum amount not in excess of the (A) the
      aggregate amount of the Financeable Costs for all Stores developed by
      Borrower and designated to be included in the Tranche E Collateral in
      connection with such Advance PLUS 75% of the appraised value of each Store
      acquired by Borrower and designated to be included in the Tranche E
      Collateral in connection with such Advance and (B) $1,000,000 per each
      such Store.

            4.4.4 STORE FIXED CHARGE COVERAGE. Borrower shall demonstrate to the
      satisfaction of FINOVA that the ratio of the Store Cash Flow of the
      designated Stores for the twelve month period ending closest to the
      applicable Funding Date to the sum of Store Fixed Charges of such Stores
      for such twelve month period plus the projected FINOVA Debt Service on the
      Allocated Loan Amount for such Stores for the twelve month period
      following the Funding Date of such Advance is not less than 1.25:1.00.

            4.4.5 TRANCHE E NOTICE OF BORROWING. FINOVA shall have received a
      Tranche E Notice of Borrowing from Borrower not later than 10:00 a.m.
      Paramus, New Jersey at least five days prior to the proposed Funding Date
      of such Advance.

            4.4.6 TRANCHE E PAYMENT SCHEDULE. Borrower shall have executed and
      returned to FINOVA the Tranche E Payment Schedule delivered by FINOVA to
      Borrower in connection with such Advance.

            4.4.7 DELIVERY OF DOCUMENTS. The following shall have been delivered
      to FINOVA, each duly authorized and executed, where applicable, and in
      form and substance reasonably satisfactory to FINOVA:

                  (a) a Leasehold Mortgage encumbering the Lease(s) of the
            designated Store(s) and any amendments to the Loan Instruments and
            any security agreements, security instruments, UCC Financing
            Statements and other agreements reasonably required by FINOVA to
            grant to FINOVA a perfected first Lien, subject in priority only to
            Permitted Prior Liens, on each Tranche E Store;

                  (b) good standing certificates for Borrower from each State in
            which the Tranche E Stores are located, each dated a recent date
            prior to the applicable Funding Date;

                  (c) a certificate of the secretary of each Obligor, certifying
            to FINOVA that the articles of incorporation and by-laws of such
            Obligor have not been amended since the date such Obligor most
            recently delivered a copy of such articles of incorporation and
            by-laws to FINOVA.


                                       38
<PAGE>

                  (d) certified copies or executed originals of each of the
            following:

                        (1) the Franchise Agreements for each of the Tranche E
                  Stores not previously delivered to FINOVA as in effect on the
                  applicable Funding Date;

                        (2) the Collateral Store Leases for each of the Tranche
                  E Stores not previously delivered to FINOVA as in effect on
                  the applicable Funding Date;

                        (3) the certificate of occupancy for each of the Tranche
                  E Stores not previously delivered to FINOVA as in effect on
                  the applicable Funding Date, to the extent available, or other
                  evidence that each such Tranche E Store is operating in
                  compliance with applicable law; and

                  (e) a Landlord's Waiver from the Landlord under each Lease of
            the Tranche E Stores; and

                  (f) such other instruments, documents, certificates, consents,
            waivers and opinions as FINOVA reasonably may request.

            4.4.8 TITLE INSURANCE; SURVEY. FINOVA shall have received a
      mortgagee's policy of title insurance in favor of FINOVA with respect to
      each parcel of Leasehold Property demised under the Lease of the
      designated Store(s), issued by a title company and in an amount
      satisfactory to FINOVA, showing that Borrower has valid leasehold estate
      under the Lease of such parcel of Leasehold Property and insuring that the
      Leasehold Mortgage encumbering such Lease constitutes a valid Lien on
      Borrower's right, title and interest in, to and under such Lease, subject
      only to Permitted Liens and subject in priority only to Permitted Prior
      Liens. Each such policy shall insure over all survey and other general
      exceptions contained therein and shall include such affirmative
      endorsements as reasonably may be required by FINOVA and as are available
      in the applicable jurisdiction, including, without limitation,
      comprehensive endorsement no. 1, contiguity (if applicable), usury (if
      available), doing business, variable rate, tie-in, restrictions (where
      applicable), encroachment (where applicable), 3.1 zoning (including
      parking) at the reasonable request of FINOVA (if available), last dollar,
      tax parcel, survey, location, access and future advances. FINOVA shall
      have received (i) copies of and found reasonably satisfactory the
      provisions of each document referred to in each such policy, (ii) received
      evidence that all premiums with respect to such title insurance have been
      paid by Borrower and (iii) a recent "as-built" survey of each such parcel
      of Leasehold Property, certified to FINOVA, the title insurer and
      Borrower, containing a flood plain certification, and showing no matters
      or exceptions which are not Permitted Liens and otherwise in sufficient
      detail as to permit the elimination of any survey exceptions to the title
      policies described above and the issuance of the affirmative endorsements
      required above.


                                    ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

      Borrower represents and warrants to FINOVA as follows:


                                       39
<PAGE>

      5.1 EXISTENCE AND POWER. Each Obligor is a corporation, duly formed,
validly existing and in good standing under the laws of the State of its
incorporation. Each Obligor is duly authorized to transact business in each
other State where such Obligor conducts business and has all requisite power and
authority to own its Property and to carry on its business as now conducted and
as proposed to be conducted.

      5.2 AUTHORITY. Each Obligor has full power and authority to enter into,
execute, deliver and carry out the terms of the Loan Instruments to which it is
a party and to incur the obligations provided for therein, all of which have
been duly authorized by all proper and necessary action and are not prohibited
by its articles of incorporation, by-laws or other organizational instruments of
such Obligor.

      5.3   BORROWER CAPITAL STOCK AND RELATED MATTERS.

            5.3.1 BORROWER CAPITAL STOCK. As of the Closing Date, there is set
      forth in EXHIBIT 5.3.1 a complete description of the Borrower Capital
      Stock, all of which is validly issued, fully paid and non-assessable, and
      has been issued and sold in compliance with all applicable federal and
      state laws, rules and regulations, including, without limitation, all so-
      called "Blue-Sky" laws. The Borrower Capital Stock is owned beneficially
      and of record by Guarantor, free and clear of all Liens. Borrower has no
      subsidiaries.

            5.3.2 RESTRICTIONS. No Obligor (i) is a party to or has knowledge of
      any agreements restricting the transfer of the Borrower Capital Stock,
      except the Loan Instruments, (ii) has issued any rights which can be
      convertible into or exchangeable or exercisable for any of the Borrower
      Capital Stock, or any rights to subscribe for or to purchase, or any
      options for the purchase of, or any agreements providing for the issuance
      (contingent or otherwise) of, or any calls, commitments or claims of any
      character relating to, any of the Borrower Capital Stock or any securities
      convertible into or exchangeable or exercisable for any of the Borrower
      Capital Stock and (iii) is not subject to any obligation (contingent or
      otherwise) to repurchase or otherwise acquire or retire any of the
      Borrower Capital Stock or any convertible rights or options.

      5.4 BINDING AGREEMENTS. This Loan Agreement and the other Loan
Instruments, when executed and delivered, will constitute the valid and legally
binding obligations of each Obligor to the extent such Obligor is a party
thereto, enforceable against such Obligor in accordance with their respective
terms, except as such enforceability may be limited by (i) applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws now or
hereafter in effect affecting the enforcement of creditors' rights generally and
(ii) equitable principles (whether or not any action to enforce such document is
brought at law or in equity).

      5.5   BUSINESS AND PROPERTY; COLLATERAL STORES.

            5.5.1 BUSINESS AND PROPERTY. Borrower owns all Property and hold all
      Collateral Store Leases, Licenses, Franchise Agreements and Operating
      Agreements necessary to conduct its business as now conducted. Borrower
      does not engage or propose to engage in any business or activity other
      than the Restaurant Business.

            5.5.2 COLLATERAL STORES; OTHER LOCATIONS. There is set forth in
      EXHIBIT 5.5.2 (i) a complete and accurate address of each Collateral
      Store, (ii) the chief executive office of each Obligor


                                       40
<PAGE>

      and (iii) all other locations where any books and records of Borrower
      pertaining to the Collateral Stores are located.

            5.5.3 COLLATERAL STORE LEASES. There is set forth in EXHIBIT 5.5.3 a
      description of each Collateral Store Lease, including the name and address
      of the landlord thereunder, the commencement and expiration dates thereof
      and a description of all renewal or extension options with respect
      thereto. Each such Collateral Store Lease is in full force and effect,
      there has been no material default in the performance of any of its terms
      or conditions by Borrower, or, to the best of Borrower's knowledge, any
      other party thereto, and no claims of default have been asserted with
      respect thereto. The present and contemplated use of the Leasehold
      Property which is the subject of such Collateral Store Lease is in
      compliance in all material respects with all applicable zoning ordinances
      and regulations and other laws and regulations.

            5.5.4 LICENSES AND FRANCHISE AGREEMENTS. All Licenses and Franchise
      Agreements which have been issued or assigned to Borrower are in full
      force and effect and have been duly issued in the name of, or validly
      assigned to, Borrower, no default or breach exists thereunder and Borrower
      has full power and authority thereunder to conduct its Restaurant Business
      with respect to the Collateral Stores. Borrower is the licensee of all
      Licenses and Franchise Agreements necessary for the operation of the
      Collateral Stores.

            5.5.5 OPERATING AGREEMENTS. There is set forth in EXHIBIT 5.5.5 a
      description of all material Operating Agreements with respect to the
      Collateral Stores. All of such Operating Agreements are in full force and
      effect and no event has occurred which could result in the cancellation or
      termination of any such Operating Agreement or the imposition thereunder
      of any liability upon Borrower which is reasonably likely to have a
      Material Adverse Effect.

            5.5.6 REAL ESTATE.  No  Collateral  Store is located upon any Real
      Estate.

            5.5.7 OPERATION AND MAINTENANCE OF EQUIPMENT. No equipment owned or
      operated by Borrower which is necessary for the operation of any
      Collateral Store has been used, operated or maintained in a manner which
      now or hereafter could result in the cancellation or termination of the
      right of Borrower to use or make use of the same or which could result in
      any material liability of Borrower for damages in connection therewith.
      All of the equipment and other tangible personal property owned by
      Borrower used in the operation of the Collateral Stores is, in all
      material respects, in good operating condition and repair (subject to
      normal wear and tear) and has been used, operated and maintained in
      substantial compliance with all material applicable laws, rules and
      regulations.

            5.5.8 TITLE TO PROPERTY; LIENS. Each Obligor has (i) good and
      marketable title to all of its Property used or useful in connection with
      the operation of the Collateral Stores, except (A) any License or
      Franchise Agreement which cannot be transferred without the consent of the
      applicable Governmental Body or Franchisor and (B) the portion thereof
      consisting of a leasehold estate and (ii) a valid leasehold estate in each
      portion of its Property which consists of a leasehold estate. All of such
      Property is free and clear of all Liens, except Permitted Liens. Upon the
      proper filing with the appropriate Governmental Bodies of appropriate
      Uniform Commercial Code financing statements, the applicable Loan
      Instruments will create valid and perfected Liens in the Property
      described therein, subject only to Permitted Liens, and subject in
      priority only to Permitted Prior Liens.


                                       41
<PAGE>

      5.6 INDEBTEDNESS FOR BORROWED MONEY. There is set forth in EXHIBIT 5.6 a
description of all Indebtedness for Borrowed Money of Borrower existing as of
the Closing Date (other than the Indebtedness to be Refinanced), including the
principal amount thereof and the interest rate, amortization schedule and
maturity date applicable thereto.

      5.7 FINANCIAL STATEMENTS. Borrower has delivered to FINOVA the financial
statements described in EXHIBIT 5.7 pertaining to the operations of the
Obligors. Such financial statements present fairly in all material respects the
results of operations of the Obligors for the periods covered thereby and the
financial condition of the Obligors as of the dates indicated therein. All of
such financial statements have been prepared in conformity with GAAP. Since
October 2, 1999, there has been no change which has had a Material Adverse
Effect. Borrower also has delivered to FINOVA a pro-forma balance sheet as of
the Closing Date. Such pro-forma balance sheet, which assumes the consummation
of the transactions contemplated by the Loan Instruments, presents fairly in all
material respects the anticipated financial condition of Borrower as of the
Closing Date.

      5.8 LITIGATION. There are no actions, suits, arbitration proceedings and
claims pending or, to the best knowledge of Borrower, threatened against any
Obligor or maintained by any Obligor at law or in equity or before any
Governmental Body, which could reasonably be expected to be adversely determined
could have a Material Adverse Effect if adversely determined.

      5.9 DEFAULTS IN OTHER AGREEMENTS; CONSENTS; CONFLICTING AGREEMENTS. No
Obligor is in default under any agreement to which it is a party or by which it
or any of its Property is bound, the effect of which default could have a
Material Adverse Effect. No authorization, consent, approval or other action by,
and no notice to or filing with, any Governmental Body or any other Person which
has not already been obtained, taken or filed, as applicable, is required (i)
for the due execution, delivery or performance by any Obligor of any of the Loan
Instruments to which it is a party or (ii) as a condition to the validity or
enforceability of any of the Loan Instruments to which it is a party or any of
the transactions contemplated thereby or the priority of the Security Interests,
except for certain filings to establish and perfect the Security Interests. No
provision of any mortgage, indenture, contract, agreement, statute, rule,
regulation, judgment, decree or order binding on any Obligor or affecting its
Property conflicts with, or requires any consent which has not already been
obtained under, or would in any way prevent the execution, delivery or
performance of the terms of any of the Loan Instruments or affect the validity
or priority of the Security Interests. The execution, delivery and performance
of the terms of the Loan Instruments will not constitute a default under, or
result in the creation or imposition of, or obligation to create, any Lien upon
the Property of any Obligor pursuant to the terms of any such mortgage,
indenture, contract or agreement.

      5.10 TAXES. Each Obligor has filed all tax returns required to be filed,
and has paid, or made adequate provision for the payment of, all taxes shown to
be due and payable on such returns or in any assessments made against it, and no
tax liens have been filed except for tax liens which are (i) not delinquent or
(ii) being contested diligently and in good faith by appropriate proceedings,
and as to which Borrower has set aside reserves on its books which are
satisfactory to FINOVA and, to the best knowledge of Borrower, no claims are
being asserted in respect of such taxes which are required by GAAP to be
reflected in the financial statements of such Obligor and are not so reflected
therein. The charges, accruals and reserves on the books of each Obligor with
respect to all federal, state, local and other taxes are considered by the
management of Borrower to be adequate, and Borrower does not know of any unpaid
assessment which is or might be due and payable by any Obligor or create a Lien
against such Obligor's Property, except such


                                       42
<PAGE>

assessments as are being contested in good faith and by appropriate proceedings
diligently conducted, and for which adequate reserves have been set aside in
accordance with GAAP. Borrower has not received written notice that any of its
tax returns are under audit or that it is the subject or target of any
investigation by the Internal Revenue Service.

      5.11 COMPLIANCE WITH APPLICABLE LAWS. No Obligor is in default in respect
of any judgment, order, writ, injunction, decree or decision of any Governmental
Body, which default could have a Material Adverse Effect. Each Obligor is in
compliance in all material respects with all applicable statutes and
regulations, including, without limitation, all Environmental Laws, ERISA, ADA
and all laws and regulations relating to unfair labor practices, equal
employment opportunity and employee safety, of all Governmental Bodies. No
condemnation, eminent domain or expropriation has been commenced or, to the best
knowledge of Borrower, threatened against the Property which any Obligor owns or
will own upon the Closing, which condemnation, eminent domain or expropriation
is reasonably likely to have a Material Adverse Effect.

      5.12 PATENTS, TRADEMARKS, FRANCHISES, AGREEMENTS. Each Obligor owns,
possesses or has the right to use all patents, trademarks, service marks, trade
names, copyrights, franchises and rights with respect thereto which are
necessary for the conduct of its business, the failure to own, possess or have
the right to use could have a Material Adverse Effect, without any known
conflict with the rights of others.

      5.13 REGULATORY MATTERS. Each Obligor (i) has duly and timely filed all
reports and other filings which are required to be filed by Borrower under any
applicable law, rule or regulation of any Governmental Body, the non-filing of
which could have a Material Adverse Effect, and (ii) is in compliance with all
such laws, rules and regulations, the noncompliance with which could have a
Material Adverse Effect.

      5.14 ENVIRONMENTAL MATTERS. Each Obligor is in compliance in all respects
with all applicable Environmental Laws the failure to comply with which is
reasonably likely to have a Material Adverse Effect and, to the best knowledge
of Borrower, no portion of any Real Estate or Leasehold Property has been used
as a land fill. There currently are not any known Hazardous Materials generated,
manufactured, released, stored, buried or deposited over, beneath, in or on (or
used in the construction and/or renovation of) the Real Estate or Leasehold
Property in violation of applicable Environmental Laws.

      5.15  APPLICATION OF CERTAIN LAWS AND  REGULATIONS.  Borrower is not and
no Affiliate of Borrower is:

            5.15.1 INVESTMENT COMPANY ACT. An "investment company," or a company
      "controlled" by an "investment company," within the meaning of the
      Investment Company Act of 1940, as amended.

            5.15.2 HOLDING COMPANY ACT. A "holding company," or a "subsidiary
      company" of a "holding company," or an "affiliate" of a "holding company"
      or of a "subsidiary company" of a "holding company," as such terms are
      defined in the Public Utility Holding Company Act of 1935, as amended.

            5.15.3 FOREIGN OR ENEMY STATUS. (i) An "enemy" or an "ally of an
      enemy" within the meaning of Section 2 of the Trading with the Enemy Act,
      (ii) a "national" of a foreign country designated in Executive Order No.
      8389, as amended, or of any "designated enemy country" as defined in
      Executive Order No. 9095, as amended, of the President of the United
      States of America,


                                       43
<PAGE>

      in each case within the meaning of such Executive Orders, as amended, or
      of any regulation issued thereunder, (iii) a "national of any designated
      foreign country" within the meaning of the Foreign Assets Control
      Regulations or the Cuban Assets Control Regulations of the United States
      of America (Code of Federal Regulations, Title 31, Chapter V, Part 515,
      Subpart B, as amended) or (iv) an alien or a representative of any alien
      or foreign government within the meaning of Section 310 of Title 47 of the
      United States Code.

            5.15.4 REGULATIONS AS TO BORROWING. Subject to any statute or
      regulation which regulates the incurrence of any Indebtedness for Borrowed
      Money, including, without limitation, statutes or regulations relative to
      common or interstate carriers or to the sale of electricity, gas, steam,
      water, telephone, telegraph or other public utility services.

      5.16 MARGIN REGULATIONS. None of the transactions contemplated by this
Loan Agreement or any of the other Loan Instruments, including the use of the
proceeds of the Loans, will violate or result in a violation of Section 7 of the
Securities Exchange Act of 1934, as amended, or any regulations issued pursuant
thereto, including, without limitation, Regulations T, U and X, and Borrower
will not purchase any "margin stock" within the meaning of Regulation U with the
proceeds of the Loans.

      5.17 NO MISREPRESENTATION. Neither this Loan Agreement nor any other Loan
Instrument, certificate or financial statement furnished or to be furnished by
or on behalf of any Obligor to FINOVA in connection with any of the transactions
contemplated hereby or thereby, contains or will contain a misstatement of
material fact, or omits or will omit to state a material fact required to be
stated in order to make the statements contained herein or therein, taken as a
whole, not misleading in the light of the circumstances under which such
statements were made. There is no fact, other than information known to the
public generally, known to Borrower after diligent inquiry, that could have a
Material Adverse Effect that has not expressly been disclosed to FINOVA in
writing.

      5.18  EMPLOYEE BENEFIT PLANS.

            5.18.1 ERISA AND CODE COMPLIANCE AND LIABILITY. Borrower and each
      ERISA Affiliate are in compliance with all applicable provisions of ERISA
      and the regulations and published interpretations thereunder with respect
      to all Employee Benefit Plans except where failure to comply would not
      result in a material liability to Borrower and except for any required
      amendments for which the remedial amendment period as defined in Section
      401(b) of the Code has not yet expired. Each Employee Benefit Plan that is
      intended to be qualified under Section 401(a) of the Code has been
      determined by the Internal Revenue Service to be so qualified, and each
      trust related to such plan has been determined to be exempt under Section
      401(a) of the Code. No material liability has been incurred by Borrower or
      any ERISA Affiliate which remains unsatisfied for any taxes or penalties
      with respect to any Employee Benefit Plan or any Multiemployer Plan.

            5.18.2 FUNDING. No Pension Plan has been terminated, nor has any
      accumulated funding deficiency (as defined in Section 412 of the Code)
      been insured (without regard to any waiver granted under Section 412 of
      the Code), nor has any funding waiver from the Internal Revenue Service
      been received or requested with respect to any Pension Plan, nor has
      Borrower or any ERISA Affiliate failed to make any contributions or to pay
      any amounts due and owing as required by Section 412 of the Code, Section
      302 of ERISA or the terms of any Pension Plan prior to the due dates of
      such contributions under Section 412 of the Code or Section 302 of ERISA,
      nor has there


                                       44
<PAGE>

      been any event requiring any disclosure under Section 4041(c)(3)(C),
      4063(a) or 4068 of ERISA with respect to any Pension Plan.

            5.18.3 PROHIBITED TRANSACTIONS AND PAYMENTS. Neither Borrower nor
      any ERISA Affiliate has: (i) engaged in a nonexempt "prohibited
      transaction" as such term is defined in Section 406 of ERISA or Section
      4975 of the Code; (ii) incurred any liability to the PBGC which remains
      outstanding other than the payment of premiums and there are no premium
      payments which are due and unpaid; (iii) failed to make a required
      contribution or payment to a Multiemployer Plan; or (iv) failed to make a
      required installment or other required payment under Section 412 of the
      Code.

            5.18.4 NO TERMINATION EVENT. No Termination Event has occurred or is
      reasonably expected to occur.

            5.18.5 ERISA LITIGATION. No material proceeding, claim, lawsuit
      and/or investigation is existing or, to the best knowledge of Borrower,
      threatened concerning or involving any (i) employee welfare benefit plan
      (as defined in Section 3(1) of ERISA) currently maintained or contributed
      to by Borrower or any ERISA Affiliate, (ii) Pension Plan or (iii)
      Multiemployer Plan.

      5.19  EMPLOYEE MATTERS.

            5.19.1 COLLECTIVE BARGAINING AGREEMENTS; GRIEVANCES. As of the
      Closing Date and except as set forth in EXHIBIT 5.19.1, (i) none of the
      employees of Borrower is subject to any collective bargaining agreement
      with Borrower, (ii) no petition for certification or union election is
      pending with respect to the employees of Borrower and no union or
      collective bargaining unit has sought such certification or recognition
      with respect to the employees of Borrower and (iii) there are no strikes,
      slowdowns, work stoppages, unfair labor practice complaints, grievances,
      arbitration proceedings or controversies pending or, to the best knowledge
      of Borrower, threatened against Borrower by any of Borrower's employees,
      other than employee grievances or controversies arising in the ordinary
      course of business that could not in the aggregate be expected to have a
      Material Adverse Effect.

            5.19.2 CLAIMS RELATING TO EMPLOYMENT. Neither Borrower nor, to
      Borrower's best knowledge, any employee of Borrower, is subject to any
      employment agreement or non-competition agreement with any former employer
      or any other Person which agreement would have a Material Adverse Effect
      due to (i) any information which Borrower would be prohibited from using
      under the terms of such agreement or (ii) any legal considerations
      relating to unfair competition, trade secrets or proprietary information.

      5.20 BURDENSOME OBLIGATIONS. After giving effect to the transactions
contemplated by the Loan Instruments (i) no Obligor (A) will be a party to or be
bound by any franchise, agreement, deed, lease or other instrument, or be
subject to any restriction, which is so unusual or burdensome so as to cause, in
the foreseeable future, a Material Adverse Effect and (B) intends to incur, or
believes that it will incur, debts beyond its ability to pay such debts as they
become due, and (ii) each Obligor (A) owns and will own Property, the fair
saleable value of which is (I) greater than the total amount of its liabilities
(including contingent liabilities) and (II) greater than the amount that will be
required to pay the probable liabilities of its then existing debts as they
become absolute and matured, and (B) has and will have capital that is not
unreasonably small in relation to its business as presently conducted and as
proposed to be conducted.


                                       45
<PAGE>

Borrower does not presently anticipate that future expenditures needed to meet
the provisions of federal or state statutes, orders, rules or regulations will
be so burdensome so as to have a Material Adverse Effect.

      5.21 BROKER FEES. The services of a broker or other similar agent have not
been used in connection with the Loans.


                                   ARTICLE VI

                              AFFIRMATIVE COVENANTS

      Until all of Borrower's Obligations are paid and performed in full
Borrower agrees that it will:

      6.1 LEGAL EXISTENCE; GOOD STANDING. Maintain its existence and its good
standing in the jurisdiction of its formation and its qualification in each
jurisdiction in which the failure so to qualify could have a Material Adverse
Effect, and in any event in each jurisdiction in which any Store is operated by
it.

      6.2 INSPECTION. Permit representatives of FINOVA at any reasonable time
during normal business hours and upon reasonable notice, provided, however, that
if an Event of Default or Incipient Default exists, the following activities may
be conducted at any time and without notice, to (i) visit its offices, (ii)
examine its books and records and Accountants' reports relating thereto, (iii)
make copies or extracts therefrom, (iv) discuss its affairs with its employees,
(v) examine and inspect the Collateral and (vi) meet and discuss its affairs
with the Accountants, and such Accountants, as a condition to their retention by
Borrower, are hereby irrevocably authorized by Borrower to fully discuss and
disclose all such affairs with FINOVA. If no Event of Default or Incipient
Default exists, FINOVA shall not conduct any such inspections more than four
times per calendar year.

      6.3 FINANCIAL STATEMENTS AND OTHER INFORMATION. Maintain a standard system
of accounting in accordance with GAAP and furnish to FINOVA:

            6.3.1 QUARTERLY STATEMENTS. As soon as available and in any event
      within 45 days after the close of each of the first three quarters of each
      year:

                  (a)   a copy of the balance  sheet of Borrower as of the end
            of such quarter, and

                  (b) statements of operations and Borrower Cash Flow of
            Borrower for such quarter and for the period from the beginning of
            the then current year to the end of such quarter, setting forth in
            each case in comparative form the corresponding figures for the
            corresponding period in the preceding year,

      all in reasonable detail, containing such information as FINOVA reasonably
      may require, and certified by the chief financial officer of Borrower as
      complete and correct, subject to normal year-end adjustments.

            6.3.2 ANNUAL STATEMENTS. As soon as available and in any event
      within 120 days after the close of each year:


                                       46
<PAGE>

                  (a) the balance sheet of Guarantor as of the end of such year
            and the statements of operations, cash flows, shareholders' equity
            of Guarantor for such year (collectively, the "Basic Financial
            Statements"), the balance sheet of Borrower as of the end of such
            year and the statements of operations and Borrower Cash Flow for
            Borrower for such year, setting forth in each case in comparative
            form the corresponding figures for the preceding year, and

                  (b) an opinion of the Accountants which shall accompany the
            Basic Financial Statements which opinion shall be unqualified as to
            going concern and scope of audit, stating that (i) the examination
            by the Accountants in connection with such Basic Financial
            Statements has been made in accordance with generally accepted
            auditing standards, (ii) such Basic Financial Statements have been
            prepared in conformity with GAAP and in a manner consistent with
            prior periods, and (iii) such Basic Financial Statements fairly
            present in all material respects the financial position and results
            of operations of each Obligor.

            6.3.3 COMPLIANCE CERTIFICATE. The financial statements described in
      subsection 6.3.1 and in subsection 6.3.2 shall be accompanied by a
      Compliance Certificate.

            6.3.4 AUDIT REPORTS. Promptly upon receipt thereof, a copy of each
      report, other than the reports referred to in subsection 6.3.2, including
      any so-called "Management Letter" or similar report, submitted to any
      Obligor by the Accountants in connection with any annual, interim or
      special audit made by the Accountants of the books of such Obligor.

            6.3.5 NOTICE OF DEFAULTS; LOSS. Prompt written notice if: (i) any
      Indebtedness of any Obligor in the aggregate principal amount in excess of
      $1,000,000 is declared or shall become due and payable prior to its
      declared or stated maturity, or called and not paid when due, (ii) an
      event has occurred that enables the holder of any note, or other evidence
      of such Indebtedness, certificate or security evidencing any such
      Indebtedness of any Obligor to declare such Indebtedness due and payable
      prior to its stated maturity, (iii) there shall occur and be continuing an
      Event of Default, accompanied by a statement of setting forth what action
      Borrower proposes to take in respect thereof, or (iv) any event shall
      occur which has a Material Adverse Effect, including the amount or the
      estimated amount of any loss or adverse effect.

            6.3.6 NOTICE OF SUITS; ADVERSE EVENTS. Prompt written notice of: (i)
      any citation, summons, subpoena, order to show cause or other order naming
      any Obligor a party to any proceeding before any Governmental Body which
      is reasonably likely to have a Material Adverse Effect, including with
      such notice a copy of such citation, summons, subpoena, order to show
      cause or other order, (ii) any lapse or other termination of any license,
      permit, franchise, agreement or other authorization issued to Borrower by
      any Governmental Body or any other Person that is material to the
      operation of the business of Borrower, (iii) any refusal by any
      Governmental Body or any other Person to renew or extend any such license,
      permit, franchise, agreement or other authorization and (iv) any dispute
      between Borrower and any Governmental Body or any other Person, which
      lapse, termination, refusal or dispute referred to in clauses (ii) and
      (iii) above or in this clause (iv) could have a Material Adverse Effect.

            6.3.7 REPORTS TO SHAREHOLDERS, CREDITORS AND GOVERNMENTAL BODIES.


                                       47
<PAGE>

                  (a) Promptly upon becoming available, copies of all financial
            statements, reports, notices and other statements sent or made
            available generally by any Obligor to its shareholders, of all
            regular and periodic reports and all registration statements and
            prospectuses filed by any Obligor with any securities exchange or
            with the Securities and Exchange Commission or any Governmental Body
            succeeding to any of its functions, and of all statements generally
            made available by any Obligor or others concerning material
            developments in the business of such Obligor.

                  (b) Promptly upon becoming available, copies of any periodic
            or special reports filed by any Obligor with any Governmental Body
            or Person, if such reports indicate any material adverse change in
            the business, operations, affairs or condition of such Obligor, or
            if copies thereof are requested by FINOVA, and copies of any
            material notices and other communications from any Governmental Body
            or Person which specifically relate to any Obligor.

            6.3.8 ERISA NOTICES AND REQUESTS.

                  (a) With reasonable promptness, and in any event within 30
            days after occurrence of any of the following, notice and/or copies
            of: (i) the establishment of any new Employee Benefit Plan, Pension
            Plan or Multiemployer Plan; (ii) the commencement of contributions
            to any Employee Benefit Plan, Pension Plan or Multiemployer Plan to
            which Borrower or any of its ERISA Affiliates was not previously
            contributing or any increase in the benefits of any existing
            Employee Benefit Plan, Pension Plan or Multiemployer Plan; (iii)
            each funding waiver request filed with respect to any Employee
            Benefit Plan and all communications received or sent by Borrower or
            any ERISA Affiliate with respect to such request; and (iv) the
            failure of Borrower or any of its ERISA Affiliates to make a
            required installment or payment under Section 302 of ERISA or
            Section 412 of the Code by the due date.

                  (b) Promptly and in any event within 10 days of becoming aware
            of the occurrence of or forthcoming occurrence of any (i)
            Termination Event or (ii) "prohibited transaction," as such term is
            defined in Section 406 of ERISA or Section 4975 of the Code, in
            connection with any Pension Plan or any trust created thereunder, a
            notice specifying the nature thereof, what action Borrower has
            taken, is taking or proposes to take with respect thereto and, when
            known, any action taken or threatened by the Internal Revenue
            Service, the Department of Labor or the PBGC with respect thereto.

                  (c) With reasonable promptness but in any event within 10 days
            after the occurrence of any of the following, copies of: (i) any
            favorable or unfavorable determination letter from the Internal
            Revenue Service regarding the qualification of an Employee Benefit
            Plan under Section 401(a) of the Code; (ii) all notices received by
            Borrower or any ERISA Affiliate of the PBGC's intent to terminate
            any Pension Plan or to have a trustee appointed to administer any
            Pension Plan; (iii) each Schedule B (Actuarial Information) to the
            annual report (Form 5500 Series) filed by Borrower or any ERISA
            Affiliate with the Internal Revenue Service with respect to each
            Pension Plan; and (iv) all notices received by Borrower or any ERISA
            Affiliate from a Multiemployer Plan sponsor concerning the
            imposition or amount of withdrawal liability pursuant to Section
            4202 of ERISA; and written


                                       48
<PAGE>

            notice within two Business Days of Borrower's or any ERISA
            Affiliate's filing of or intention to file a notice of intent to
            terminate any Pension Plan under a distress termination within the
            meaning of Section 4041(c) of ERISA.

            6.3.9 OTHER INFORMATION.

                  (a) Immediate notice of any change in the location of any
            Property of Borrower located at any of the Collateral Stores, any
            change in the name of Borrower, any sale or purchase of Property
            located at the Collateral Stores or arising out of activities
            conducted at the Collateral Stores outside the regular course of
            business of Borrower or as otherwise permitted by Section 7.9, and
            any change in the business or financial affairs of any Obligor,
            which change could have a Material Adverse Effect.

                  (b) Promptly upon request therefor, such other information and
            reports relating to the past, present or future financial condition,
            operations, plans and projections of Borrower as FINOVA reasonably
            may request from time to time.

      6.4 REPORTS TO GOVERNMENTAL BODIES AND OTHER PERSONS. Timely file all
material reports, applications, documents, instruments and information required
to be filed pursuant to all rules, regulations or requests of any Governmental
Body or other Person having jurisdiction over the operation of the business of
Borrower, including, but not limited to, such of the Loan Instruments as are
required to be filed with any such Governmental Body or other Person pursuant to
applicable rules and regulations promulgated by such Governmental Body or other
Person, except where the failure to file such reports, applications, documents,
instruments and information is reasonably likely to have a Material Adverse
Effect.

      6.5 MAINTENANCE OF LICENSES AND FRANCHISE AGREEMENTS. Maintain in full
force and effect at all times, and apply in a timely manner for renewal of, all
Licenses, Franchise Agreements, trademarks, tradenames and agreements necessary
for the operation of its Restaurant Business at the Collateral Stores, the loss
of any of which could have a Material Adverse Effect.

      6.6   INSURANCE.

            6.6.1 MAINTENANCE OF INSURANCE. (i) Maintain in full force and
      effect at all times such property, casualty, business interruption and
      other insurance with respect to the Collateral Stores required by FINOVA,
      all of which shall be written by insurers, contain terms and be in amounts
      and forms reasonably satisfactory to FINOVA (including, at a minimum (i)
      comprehensive general liability insurance (including bodily injury and
      property damage coverage) with a broad form endorsement and combined
      single limit of at least $2,000,000 and (ii) casualty insurance against
      fire and other "All Risk" perils (including, if required by FINOVA,
      earthquake and flood, in the full replacement value of the Collateral
      Stores), providing for deductibles of not more than $30,000 for any single
      act or occurrence, with a standard mortgagee clause endorsed thereon in
      favor of FINOVA which shall provide, among other things, that the policies
      may not be canceled without 30 days' prior notice to FINOVA and (ii)
      deliver to FINOVA, from time to time as FINOVA reasonably may request,
      evidence of compliance with this subsection, provided that Borrower will
      use its best efforts to provide such evidence at least 15 days prior to
      the expiration date of any policy required hereunder, but in any event at
      least 5 days prior to such expiration date, each bearing notations
      evidencing prior payment of premiums.


                                       49
<PAGE>

            6.6.2 CLAIMS AND PROCEEDS. Borrower hereby directs all insurers
      under all policies of casualty and property insurance pertaining to the
      furniture, fixtures, equipment and other contents located at the
      Collateral Stores required to be maintained by Borrower pursuant to
      subsection 6.6.1 to pay all proceeds payable thereunder directly to FINOVA
      and Borrower hereby authorizes FINOVA to collect such proceeds; provided
      that so long as no Incipient Default or Event of Default exists and is
      continuing any proceeds payable thereunder in an aggregate amount of
      $100,000 or less may be paid directly to Borrower provided Borrower
      promptly uses such proceeds to pay for the cost of repair or replacement
      of the Collateral subject to the applicable loss, damage, destruction or
      other casualty to at least equal value and substantially the same
      character as prior to such loss, damage, destruction or other casualty.
      Borrower hereby irrevocably appoints FINOVA (and all officers, employees
      or agents designated by FINOVA) as Borrower's true and lawful attorney and
      agent in fact for the purpose of and with power to make, settle and adjust
      claims under such policies of insurance, endorse the name of Borrower on
      any check, draft, instrument or other item of payment for the proceeds of
      such policies of insurance, and to make all determinations and decisions
      with respect to such policies of insurance. Borrower acknowledges that
      such appointment of FINOVA as its attorney and agent in fact is a power
      coupled with an interest and therefore is irrevocable. Borrower shall
      promptly notify FINOVA of any loss, damage, destruction or other casualty
      to the Collateral. Subject to the first sentence of this subsection 6.6.2,
      the insurance proceeds received on account of any loss, damage,
      destruction or other casualty (i) if any Incipient Default or Event of
      Default exists, at the option of FINOVA shall be applied (A) as set forth
      in the following clause (ii) or (B) in reduction of Borrower's Obligations
      in the following order of priority: (1) first, to the payment of any and
      all sums which are then due and payable pursuant to the terms of the Loan
      Instruments, other than the Principal Balance and accrued and unpaid
      interest thereon, (2) next, to accrued and unpaid interest on the
      Principal Balance and (3) next, to the Principal Balance of the Loans in
      such order as FINOVA may determine or (ii) if no Incipient Default or
      Event of Default exists or if FINOVA so elects, shall be held by FINOVA
      and applied to pay for the cost of repair or replacement of the Collateral
      subject to such loss, damage, destruction or other casualty, in which
      event such proceeds shall be made available in the manner and under such
      conditions as FINOVA reasonably may require. In the event the proceeds are
      to be applied to the repair or replacement of Collateral, the Collateral
      shall be so repaired or replaced as to be of at least equal value and
      substantially the same character as prior to such loss, damage,
      destruction or other casualty.



                                       50
<PAGE>

      6.7 ENVIRONMENTAL MATTERS. At all times comply with, and be responsible
for, its obligations under all Environmental Laws applicable to the Real Estate
and Leasehold Property and any other Property owned by Borrower or used by
Borrower in the operation of the Collateral Stores. At its sole cost and
expense, Borrower shall (i) comply in all respects with (A) any notice of any
violation or administrative or judicial complaint or order having been filed
against Borrower, any portion of any Real Estate or Leasehold Property or any
other Property owned by Borrower or used by Borrower in the operation of its
business alleging violations of any law, ordinance and/or regulation requiring
Borrower to take any action in connection with the release, transportation
and/or clean-up of any Hazardous Materials, the violation of which could have a
Material Adverse Effect, and (B) any notice from any Governmental Body or any
other Person alleging that Borrower is or may be liable for costs associated
with a response or clean-up of any Hazardous Materials or any damages resulting
from such release or transportation, or (ii) diligently contest in good faith by
appropriate proceedings any demands set forth in such notices, provided (A)
reserves in an amount satisfactory to FINOVA to pay the costs associated with
complying with any such notice are established by Borrower and (B) no Lien would
or will attach to any Collateral which is the subject of any such notice as a
result of any compliance by Borrower which is delayed during any such contest.
Promptly upon receipt of any notice described in the foregoing clause (i),
Borrower shall deliver to FINOVA a copy thereof.

      6.8 COMPLIANCE WITH LAWS. Comply with all federal, state and local laws,
ordinances, requirements and regulations and all judgments, orders, injunctions
and decrees applicable to Borrower and its operations, the failure to comply
with which could have a Material Adverse Effect.

      6.9 TAXES AND CLAIMS. Pay and discharge all taxes, assessments and
governmental charges or levies imposed upon it or upon its income or profits, or
upon any Collateral Store, prior to the date on which penalties attach thereto,
and all lawful claims which, if unpaid, might become a Lien (other than a
Permitted Lien) upon any Collateral Store, provided that Borrower shall not be
required by this Section 6.9 to pay any such amount if the same is being
contested diligently and in good faith by appropriate proceedings and as to
which Borrower has set aside reserves on its books satisfactory to FINOVA.

      6.10 MAINTENANCE OF PROPERTIES. Maintain all of its Properties necessary
in the operation of the Collateral Stores in good working order and condition,
ordinary wear and tear excepted.

      6.11 APPROVALS. Upon the exercise by FINOVA of any power, right or
privilege pursuant to the provisions of any of the Loan Instruments requiring
any consent, approval or authorization of any Governmental Body, Landlord,
Franchisor or other Person (including, without limitation, transfers of
Licenses, Collateral Store Leases and Franchise Agreements), promptly execute
and cause the execution of all applications, certificates, instruments and other
documents that FINOVA may be required to obtain for such consent, approval or
authorization.

      6.12 PAYMENT OF INDEBTEDNESS. Except as to matters being contested in good
faith and by appropriate proceedings, promptly pay when due, or in conformance
with customary trade terms, all of its Indebtedness.


                                       51
<PAGE>


                                   ARTICLE VII

                               NEGATIVE COVENANTS

      Until all of Borrower's Obligations are paid and performed in full,
Borrower shall not:

      7.1 BORROWING. Create, incur, assume or suffer to exist any liability for
Indebtedness for Borrowed Money if the Adjusted Borrower Fixed Charge Coverage
Ratio for the twelve month period most recently ended would be less than 1.10
assuming such Indebtedness for Borrowed Money was incurred on the first day of
such period.

      7.2 LIENS. Create, incur, assume or suffer to exist any Lien upon any of
the Collateral or the Collateral Store Leases, in each case whether now owned or
hereafter acquired, except Permitted Liens.

      7.3 MERGER AND ACQUISITION. Consolidate with or merge with or into any
Person unless (i) Borrower is the surviving corporation and (ii) immediately
upon consummation of such consolidation or merger, Borrower would be permitted
to borrow at least $1.00 of additional Indebtedness for Borrowed Money under
Section 7.1.

      7.4 CONTINGENT LIABILITIES. Assume, guarantee, endorse, contingently agree
to purchase, become liable in respect of any letter of credit, or otherwise
become liable upon the obligation of any Person, except for liabilities arising
from the endorsement of negotiable instruments for deposit or collection or
similar transactions in the ordinary course of business and except to the extent
permitted under Section 7.1.

      7.5 DIVIDENDS AND DISTRIBUTIONS. Make any dividends or distributions with
respect to the Borrower Capital Stock or apply any of its Property to the
purchase, redemption or other retirement of, or set apart any sum for the
payment of, or make any other distribution by reduction of capital or otherwise
in respect of, any of the Borrower Capital Stock, if the ratio of (i) the
remainder of (A) Borrower Cash Flow for the period from the Closing Date through
the last day of the month most recently ended minus (B) the sum of (x) the
aggregate amount of all dividends, distributions and other payments referred to
above made during such period plus (y) the aggregate amount of all dividends,
distributions and other payments referred to above to be made to (ii) the
Borrower Fixed Charges for such period would be less than 1.00.

      7.6 EQUIPMENT LEASES. Enter into any (i) Operating Leases after the
Closing Date pertaining to equipment or other Property located at any of the
Collateral Stores if the aggregate rent expense payable under all such Operating
Leases pertaining to any Collateral Store would exceed $5,000 in any year or
(ii) except to the extent permitted under Section 7.1, Capitalized Leases.

      7.7 FUNDAMENTAL BUSINESS CHANGES. Materially change the nature of its
business or engage in any business other than the Restaurant Business and
activities incidental thereto.

      7.8 FACILITY SITES. Change the locations of its chief executive office or
other Property used in the operation of the Collateral Stores unless (i) FINOVA
shall have received at least 30 days' prior written notice thereof and (ii)
Borrower shall have executed and delivered to FINOVA any documents FINOVA may
reasonably require in order to maintain the validity and priority of the
Security Interests.


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<PAGE>

      7.9 SALE OR TRANSFER OF ASSETS. Sell, lease, assign, transfer or otherwise
dispose of any of the Collateral or any of the Collateral Store Leases, except
for the sale or disposition of (i) inventory in the ordinary course of business
and (ii) obsolete, surplus or unusable items of equipment which promptly are
replaced with new items of equipment of like function and comparable value to
the unusable items of equipment when the same were new or not obsolete or
unusable, provided such replacement items of equipment shall become subject to
the Security Interests.

      7.10 AMENDMENT OF CERTAIN AGREEMENTS. Amend, modify or waive any term or
provision of its articles of incorporation or by-laws or the Collateral Store
Leases or the Franchise Agreements, other than non-material amendments,
modifications or waivers that would not reasonable be expected to adversely
affect FINOVA.

      7.11  FUNDAMENTAL BUSINESS CHANGES. Engage in any business other than
the Restaurant Business.

      7.12  TRANSACTIONS WITH AFFILIATES. Sell, lease, assign, transfer or
otherwise dispose of any Property to any Obligor or any Affiliate of any
Obligor, lease Property, render or receive services or purchase assets from any
Obligor or any such Affiliate, or otherwise enter into any contractual
relationship with any Obligor or any Affiliate of any Obligor except to the
extent permitted by Section 7.5 or otherwise on terms and conditions no less
favorable to Borrower than could be obtained on an arm's length basis from a
third party who is not an Obligor or an Affiliate of an Obligor.

      7.13  COMPLIANCE WITH ERISA.

            (i) Permit the occurrence of any Termination Event which would
      result in a liability to Borrower or any ERISA Affiliate in excess of
      $50,000;

            (ii) Permit the present value of all benefit liabilities under all
      Pension Plans to exceed the current value of the assets of such Pension
      Plans allocable to such benefit liabilities by more than $50,000;

            (iii) Permit any accumulated funding deficiency in excess of $50,000
      (as defined in Section 302 of ERISA and Section 412 of the Code) with
      respect to any Pension Plan, whether or not waived;

            (iv) Fail to make any contribution or payment to any Multiemployer
      Plan which Borrower or any ERISA Affiliate may be required to make under
      any agreement relating to such Multiemployer Plan, or any law pertaining
      thereto which results in or is likely to result in a liability in excess
      of $50,000;

            (v) Engage, or permit Borrower or any ERISA Affiliate to engage, in
      any "prohibited transaction" as such term is defined in Section 406 of
      ERISA or Section 4975 of the Code for which a civil penalty pursuant to
      Section 502(i) of ERISA or a tax pursuant to Section 4975 of the Code in
      excess of $50,000 is imposed;

            (vi) Permit the establishment of any Employee Benefit Plan providing
      post-retirement welfare benefits or establish or amend any Employee
      Benefit Plan which establishment or


                                       53
<PAGE>

      amendment could result in liability to Borrower or any ERISA Affiliate or
      increase the obligation of Borrower or any ERISA Affiliate to a
      Multiemployer Plan which liability or increase, individually or together
      with all similar liabilities and increases, is material to Borrower or amu
      ERISA Affiliate; or

            (vii) Fail, or permit Borrower or any ERISA Affiliate to fail, to
      establish, maintain and operate each Employee Benefit Plan in compliance
      in all material respects with ERISA, the Code and all other applicable
      laws and regulations and interpretations thereof.

      7.14 BORROWER FIXED CHARGE COVERAGE RATIO. Permit the Borrower Fixed
Charge Coverage Ratio for the twelve month period ending on the last day of any
quarter commencing with the quarter ending March 30, 2000 to be less than 1.10.

                                  ARTICLE VIII

                              DEFAULT AND REMEDIES

      8.1 EVENTS OF DEFAULT. The occurrence of any of the following shall
constitute an Event of Default under the Loan Instruments:

            8.1.1 DEFAULT IN PAYMENT. If Borrower shall fail to pay all or any
      portion of Borrower's Obligations after the same become due and payable
      and such failure shall continue for a period of 5 Business Days; or

            8.1.2 BREACH OF COVENANTS.

                  (a) If Borrower shall fail to observe or perform any covenant
            or agreement made by Borrower contained in Section 6.2, 6.5, 6.6,
            6.8, 6.9 or in Article VII;

                  (b) If Borrower shall fail to observe or perform any covenant
            or agreement made by Borrower contained in Section 6.1 or 6.3 and
            such failure shall continue for a period of 5 Business Days; or

                  (c) If Borrower or Guarantor shall fail to observe or perform
            any covenant or agreement (other than those referred to in
            subparagraphs (a) or (b) above or specifically addressed elsewhere
            in this Section 8.1) made by such Person in any of the Loan
            Instruments to which such Person is a party, and such failure shall
            continue for a period of 30 days.

            8.1.3 BREACH OF WARRANTY. If any representation or warranty made by
      or on behalf of any Obligor in or pursuant to any of the Loan Instruments
      or in any instrument or document furnished in compliance with the Loan
      Instruments shall prove to be false or misleading in any material respect.

            8.1.4 DEFAULT UNDER OTHER INDEBTEDNESS FOR BORROWED MONEY. If any
      default shall occur in respect of any issue of Indebtedness for Borrowed
      Money of any Obligor (other than Borrower's Obligations) outstanding in a
      principal amount of at least $1,000,000, or in respect of any agreement or
      instrument relating to any such issue of Indebtedness for Borrowed Money,
      and such default shall continue beyond the grace period, if any,
      applicable thereto.


                                       54
<PAGE>

            8.1.5 BANKRUPTCY.

                  (a) If any Obligor shall (i) generally not be paying its debts
            as they become due, (ii) file, or consent, by answer or otherwise,
            to the filing against it of a petition for relief or reorganization
            or arrangement or any other petition in bankruptcy or insolvency
            under the laws of any jurisdiction, (iii) make an assignment for the
            benefit of creditors, (iv) consent to the appointment of a
            custodian, receiver, trustee or other officer with similar powers
            for it or for any substantial part of its Property, or (v) be
            adjudicated insolvent.

                  (b) If any Governmental Body of competent jurisdiction shall
            enter an order appointing, without consent of such Obligor, a
            custodian, receiver, trustee or other officer with similar powers
            with respect to it or with respect to any substantial part of its
            Property, or if an order for relief shall be entered in any case or
            proceeding for liquidation or reorganization or otherwise to take
            advantage of any bankruptcy or insolvency law of any jurisdiction,
            or ordering the dissolution, winding-up or liquidation of any
            Obligor or if any petition for any such relief shall be filed
            against it and such petition shall not be dismissed or stayed within
            90 days.

            8.1.6 JUDGMENTS. If there shall be entered against Borrower one or
      more judgments, awards or decrees, or orders of attachment, garnishment or
      any other writ, which exceed $750,000 in the aggregate at any one time
      outstanding (less the amount covered by insurance with respect to which
      the insurer has assumed responsibility in writing), excluding judgments,
      awards, decrees, orders or writs (i) for which there is full insurance
      (subject to applicable deductibles) and with respect to which the insurer
      has assumed responsibility in writing, (ii) for which there is full
      indemnification (upon terms and by creditworthy indemnitors which are
      satisfactory to FINOVA), (iii) which have been in force for less than the
      applicable period for filing an appeal so long as execution has not been
      levied thereunder (or in respect of which Borrower shall at the time in
      good faith be prosecuting an appeal or proceeding for review and in
      respect of which a stay of execution or appropriate appeal bond shall have
      been obtained pending such appeal or review) or (iv) which have been paid
      in full by Borrower, provided that (A) the aggregate of all such payments
      made by Borrower prior to the payment in full of Borrower's Obligations
      and the termination of this Loan Agreement shall not exceed $3,000,000
      (provided that payments in the amount up to $2,000,000 may be made solely
      from the proceeds of equity contributions from Guarantor and shall not be
      included in the $3,000,000 described above) and (B) the payment of any
      judgment, award, decree or order is reasonably likely to have a Material
      Adverse Effect.

            8.1.7 IMPAIRMENT OF LICENSES; OTHER AGREEMENTS. If (i) any
      Governmental Body shall revoke, terminate, suspend or adversely modify any
      License of Borrower, the adverse modification or non-continuation of which
      could have a Material Adverse Effect, or (ii) there shall exist any
      violation or default in the performance of, or a material failure to
      comply with any agreement, or condition or term of any License or
      Franchise Agreement, which violation, default or failure has a Material
      Adverse Effect, or (iii) any Franchise Agreement or other agreement which
      is necessary to the operation of the Restaurant Business of Borrower with
      respect to any Collateral Store shall be revoked or terminated and not
      replaced by a substitute acceptable to FINOVA within 30 days after the
      date of such revocation or termination, and such revocation or termination
      and non-replacement could have a Material Adverse Effect.


                                       55
<PAGE>

            8.1.8 COLLATERAL. If any material portion of the Collateral or any
      Collateral Store Lease shall be seized or taken by a Governmental Body or
      Person (unless in any such case either (i) the Store affected is replaced
      with a Substitute Store within 60 days after such seizure or taking and
      Borrower otherwise complies with the requirements of subsection 2.9.2(a)
      with respect to such Substitute Store or (ii) Borrower prepays the
      Principal Balance in an amount equal to the Allocated Loan Amount with
      respect to such Store), or Borrower shall fail to maintain or cause to be
      maintained the Security Interests and priority of the Loan Instruments as
      against any Person, or the title and rights of Borrower to any material
      portion of the Collateral or any Collateral Store Lease shall have become
      the subject matter of litigation which could reasonably be expected to
      result in impairment or loss of the security provided by the Loan
      Instruments.

            8.1.9 PLANS. If an event or condition specified in subsection 6.3.8
      hereof shall occur or exist with respect to any Pension Plan or
      Multiemployer Plan and, as a result of such event or condition, together
      with all other such events or conditions, Borrower or any ERISA Affiliate
      shall incur, or in the opinion of FINOVA be reasonably likely to incur, a
      liability to a Pension Plan or Multiemployer Plan or the PBGC (or any of
      them) which, in the reasonable judgment of FINOVA, would have a Material
      Adverse Effect.

            8.1.10 CHANGE IN CONTROL. If Guarantor at any time shall cease (i)
      to own at least 51% of the Borrower Capital Stock or (ii) to maintain (A)
      effective voting control over Borrower, including the right to elect a
      majority of the board of directors of Borrower or (B) the ability to
      direct the management and policies of Borrower.

            8.1.11 GUARANTY. If prior to the termination of the Guaranty in
      accordance with its terms, Guarantor shall (i) deny or disaffirm its
      obligations thereunder or (ii) fail to make any payment required
      thereunder when due.

      8.2 ACCELERATION OF BORROWER'S OBLIGATIONS. Upon the occurrence of:

            (a) any Event of Default described in clauses (ii), (iii), (iv) and
      (v) of subsection 8.1.5(a) or in 8.1.5(b), all of Borrower's Obligations
      at that time outstanding automatically shall mature and become due, and

            (b) any other Event of Default, FINOVA, at any time, at its option,
      without further notice or demand, may declare all of Borrower's
      Obligations due and payable, whereupon Borrower's Obligations immediately
      shall mature and become due and payable,

all without presentment, demand, protest or notice (other than notice of the
declaration referred to in clause (b) above), all of which hereby are waived.

      8.3 REMEDIES ON DEFAULT. If Borrower's Obligations have been accelerated
pursuant to Section 8.2, FINOVA, at its option, may:

            8.3.1 ENFORCEMENT OF SECURITY INTERESTS. Enforce its rights and
      remedies under the Loan Instruments in accordance with their respective
      terms.


                                       56
<PAGE>

            8.3.2 OTHER REMEDIES. Enforce any of the rights or remedies accorded
      to FINOVA at equity or law, by virtue of statute or otherwise.

      8.4 APPLICATION OF FUNDS. Any funds received by FINOVA pursuant to the
exercise of any rights accorded to FINOVA pursuant to, or by the operation of
any of the terms of, any of the Loan Instruments, including, without limitation,
insurance proceeds, condemnation proceeds or proceeds from the sale of
Collateral, shall be applied to Borrower's Obligations in the following order of
priority:

            8.4.1 EXPENSES. First, to the payment of (i) all fees and expenses
      actually incurred, including, without limitation, court costs, fees of
      appraisers, title charges, costs of maintaining and preserving the
      Collateral, costs of sale, and all other costs incurred by FINOVA in
      exercising any rights accorded to such Persons pursuant to the Loan
      Instruments or by applicable law, including, without limitation,
      reasonable attorney's fees, and (ii) all Liens superior to the Liens of
      FINOVA except such superior Liens subject to which any sale of the
      Collateral may have been made.

            8.4.2 BORROWER'S OBLIGATIONS. Next, to the payment of the remaining
      portion of Borrower's Obligations in such order as FINOVA may determine.

            8.4.3 SURPLUS. Any surplus, to the Person or Persons entitled
      thereto.

      8.5 PERFORMANCE OF BORROWER'S OBLIGATIONS. If Borrower fails to (i)
maintain in force and pay for any insurance policy or bond which Borrower is
required to provide pursuant to any of the Loan Instruments, (ii) keep the
Collateral free from all Liens except for Permitted Liens, (iii) pay when due
all taxes, levies and assessments on or in respect of the Collateral, except as
otherwise permitted pursuant to the terms hereof, (iv) make all payments and
perform all acts on the part of Borrower to be paid or performed in the manner
required by the terms hereof and by the terms of the other Loan Instruments with
respect to any of the Collateral, including, without limitation, all expenses of
protecting, storing, warehousing, insuring, handling and maintaining the
Collateral, (v) keep fully and perform promptly any other of the obligations of
Borrower hereunder or under any of the other Loan Instruments, and (vi) keep
fully and perform promptly the obligations of Borrower with respect to any issue
of Indebtedness for Borrowed Money secured by a Permitted Prior Lien, then
FINOVA may (but shall not be required to) procure and pay for such insurance
policy or bond, place such Collateral in good repair and operating condition,
pay, contest or settle such Liens or taxes or any judgments based thereon or
otherwise make good any other aforesaid failure of Borrower. Borrower shall
reimburse FINOVA immediately upon demand for all sums paid or advanced on behalf
of Borrower for any such purpose, together with costs and expenses (including
reasonable attorney's fees) paid or incurred by FINOVA in connection therewith
and interest on all sums advanced from the date of advancement until repaid to
FINOVA at the Default Rate. All such sums advanced by FINOVA, with interest
thereon, immediately upon advancement thereof, shall be deemed to be part of
Borrower's Obligations.


                                   ARTICLE IX

                                     CLOSING

      The Closing Date shall be such date as the parties shall determine, and
the Closing shall take place on such date, provided all conditions for the
Closing as set forth in this Loan Agreement have been satisfied or otherwise
waived by FINOVA. The Closing shall take place at the offices of Altheimer &
Gray, 10 S.


                                       57
<PAGE>

Wacker Drive, Chicago, Illinois 60606 or such other place as the parties hereto
shall agree. Unless the Closing occurs on or before May 31, 2000, this Loan
Agreement shall terminate and be of no further force or effect and, except for
any obligation of Borrower to FINOVA pursuant to Article X, none of the parties
hereto shall have any further obligation to any other party.


                                    ARTICLE X

                             EXPENSES AND INDEMNITY

      10.1 ATTORNEYS' FEES AND OTHER FEES AND EXPENSES. Whether or not any of
the transactions contemplated by this Loan Agreement shall be consummated,
subject to the limitations set forth in subsection 10.1.1, Borrower agrees to
pay to FINOVA on demand all reasonable expenses incurred by FINOVA in connection
with the transactions contemplated hereby and in connection with any amendments,
modifications or waivers (whether or not the same become effective) under or in
respect of any of the Loan Instruments, including, without limitation:

            10.1.1 FEES AND EXPENSES FOR PREPARATION OF LOAN Instruments. All
      reasonable expenses, disbursements (including, without limitation, charges
      for required mortgagee's title insurance, lien searches, reproduction of
      documents, long distance telephone calls and overnight express carriers)
      and reasonable attorneys' fees, actually incurred by FINOVA in connection
      with the (i) preparation and negotiation of the Loan Instruments or any
      amendments, modifications or waivers thereto or any documents delivered
      pursuant thereto and (ii) administration of the Loans.

            10.1.2 FEES AND EXPENSES IN ENFORCEMENT OF RIGHTS OR DEFENSE OF LOAN
      INSTRUMENTS. Any reasonable expenses or other costs, including reasonable
      attorneys' fees and expert witness fees, actually incurred by FINOVA in
      connection with the enforcement or collection against any Obligor of any
      provision of any of the Loan Instruments, and in connection with or
      arising out of any litigation, investigation or proceeding instituted by
      any Governmental Body or any other Person with respect to any of the Loan
      Instruments, whether or not suit is instituted, including, but not limited
      to, such costs or expenses arising from the enforcement or collection
      against any Obligor of any provision of any of the Loan Instruments in any
      workout or restructuring or in any state or federal bankruptcy or
      reorganization proceeding.

      10.2 INDEMNITY. Borrower agrees to indemnify and save FINOVA harmless of
and from the following:

            10.2.1      BROKERAGE  FEES.  The fees,  if any,  of  brokers  and
      finders engaged by Borrower.

            10.2.2 GENERAL. Any loss, cost, liability, damage or expense
      (including reasonable attorneys' fees and expenses) incurred by FINOVA in
      investigating, preparing for, defending against, providing evidence,
      producing documents or taking other action in respect of any commenced or
      threatened litigation, administrative proceeding, suit instituted by any
      Person or investigation under any law, including any federal securities
      law, the Bankruptcy Code, any relevant state corporate statute or any
      other securities law, bankruptcy law or law affecting creditors generally
      of any jurisdiction, or any regulation pertaining to any of the foregoing,
      or at common law or otherwise, relating, directly or indirectly, to the
      transactions contemplated by or referred to in, or any other


                                       58
<PAGE>

      matter related to, the Loan Instruments, except to the extent (i) of any
      gross negligence or willful misconduct of FINOVA or (ii) Borrower is the
      prevailing party in any adversarial proceeding between Borrower and
      FINOVA.

            10.2.3 OPERATION OF COLLATERAL; JOINT VENTURERS. Any loss, cost,
      liability, damage or expense (including reasonable attorneys' fees and
      expenses) incurred in connection with the ownership, operation or
      maintenance of the Collateral, the construction of FINOVA and Borrower as
      having the relationship of joint venturers or partners or the
      determination that FINOVA has acted as agent for Borrower.

            10.2.4 ENVIRONMENTAL INDEMNITY. Any and all claims, losses, damages,
      response costs, clean-up costs and expenses suffered and/or incurred at
      any time by FINOVA arising out of or in any way relating to the existence
      at any time of any Hazardous Materials in, on, under, at, transported to
      or from, or used in the construction and/or renovation of, any of the Real
      Estate or Leasehold Property, or otherwise with respect to any
      Environmental Law, and/or the failure of any Obligor to perform its
      obligations and covenants hereunder witch respect to environmental
      matters, including, but not limited to: (i) claims of any Persons for
      damages, penalties, response costs, clean-up costs, injunctive or other
      relief, (ii) costs of removal and restoration, including reasonable fees
      of attorneys and experts, and costs of reporting the existence of
      Hazardous Materials to any Governmental Body, and (iii) any expenses or
      obligations, including reasonable attorneys' fees and expert witness fees,
      incurred at, before and after any trial or other proceeding before any
      Governmental Body or appeal therefrom whether or not taxable as costs,
      including, without limitation, reasonable witness fees, deposition costs,
      copying and telephone charges and other expenses, all of which shall be
      paid by Borrower to FINOVA on demand, except where such costs were
      directly caused by the gross negligence or willful misconduct of FINOVA or
      by any agent or third party acting on behalf of and at the direction of
      FINOVA.


                                   ARTICLE XI

                                  MISCELLANEOUS

      11.1 NOTICES. All notices and communications under this Loan Agreement
shall be in writing and shall be (i) delivered in person, (ii) sent by telecopy,
or (iii) mailed, postage prepaid, either by registered or certified mail, return
receipt requested, or by overnight express carrier, addressed in each case as
follows:

      To Borrower:                  I.C.H. Corporation
                                    Sybra, Inc.
                                    9255 Towne Centre Drive
                                    Suite 600
                                    San Diego, California 92121
                                    Attention:    Glen V. Freter
                                                  Senior Vice President
                                                  Chief Financial Officer
                                    Telecopy No.: (858) 638-2078

      Copy to:                      I.C.H. Corporation


                                       59
<PAGE>

                                    780 Third Avenue, 43rd Floor
                                    New York, New York 10017
                                    Attention:    Robert H. Drechsler, Esq.
                                                  Executive Vice President
                                    Telecopy No.: (212) 317-0991

      Copy to:                      Pryor Cashman Sherman & Flynn LLP
                                    410 Park Avenue
                                    New York, New York 10022
                                    Attention:  William M. Levine, Esq.
                                    Telecopy No.: (212) 326-0806

      To FINOVA:                    FINOVA Capital Corporation
                                    115 West Century Road
                                    Paramus, New Jersey 07693
                                    Attention:  Daniel O'Donnell
                                                Vice President
                                    Telecopy No.:  (201) 634-3497

      Copy to:                      FINOVA Capital Corporation
                                    The FINOVA Corporate Center
                                    4800 North Scottsdale Road
                                    Attention:  Vice President, Law
                                    Telecopy No.:  (480) 636-6444

      Copy to:                      Altheimer & Gray
                                    10 South Wacker Drive
                                    Suite 4000
                                    Chicago, Illinois 60606
                                    Attention:  Michael L. Owen, Esq.
                                    Telecopy No.:  (312) 715-4800

or to any other address or telecopy number, as to any of the parties hereto, as
such party shall designate in a written notice to the other parties hereto. All
notices sent pursuant to the terms of this Section 11.1 shall be deemed received
(i) if personally delivered, then on the Business Day of delivery, (ii) if sent
by telecopy before 2:00 p.m. Phoenix time, on the day sent if a Business Day or
if such day is not a Business Day or if sent after 2:00 p.m. Phoenix time, then
on the next Business Day, (iii) if sent by overnight, express carrier, on the
next Business Day immediately following the day sent, or (iv) if sent by
registered or certified mail, on the earlier of the fifth Business Day following
the day sent or when actually received. Any notice by telecopy shall be followed
by delivery on the next Business Day by overnight, express carrier or by hand.

      11.2 SURVIVAL OF LOAN AGREEMENT; INDEMNITIES. All covenants, agreements,
representations and warranties made in this Loan Agreement and in the
certificates delivered pursuant hereto shall survive the making by FINOVA of the
Loans and the execution and delivery to FINOVA of the Notes and of all other
Loan Instruments, and shall continue in full force and effect so long as any of
Borrower's Obligations remain outstanding, unperformed or unpaid.
Notwithstanding the repayment of all amounts due under the Loan Instruments, the
cancellation of any Note and the release and/or cancellation of any and all of
the Loan


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<PAGE>

Instruments or the foreclosure of any Liens on the Collateral, the obligations
of Borrower to indemnify FINOVA with respect to the expenses, damages, losses,
costs and liabilities described in Section 10.2 shall survive until all
applicable statute of limitations periods with respect to actions which may be
brought against FINOVA have run.

      11.3 FURTHER ASSURANCE. From time to time, Borrower shall execute and
deliver to FINOVA such additional documents as FINOVA reasonably may require to
carry out the purposes of the Loan Instruments and to protect rights of FINOVA
thereunder, including, without limitation, using its reasonable best efforts in
the event any Collateral is to be sold to secure the approval by any
Governmental Body of any application required by such Governmental Body in
connection with such sale, and not take any action inconsistent with such sale
or the purposes of the Loan Instruments.

      11.4 TAXES AND FEES. Should any tax (other than taxes based upon the net
income of FINOVA), recording or filing fees become payable in respect of any of
the Loan Instruments, or any amendment, modification or supplement thereof,
Borrower agrees to pay the same on demand, together with any interest or
penalties thereon attributable to any delay by Borrower in meeting FINOVA
demand, and agrees to hold FINOVA harmless with respect thereto.

      11.5 SEVERABILITY. In the event that any provision of this Loan Agreement
is deemed to be invalid by reason of the operation of any law, or by reason of
the interpretation placed thereon by any court or any other Governmental Body,
as applicable, the validity, legality and enforceability of the remaining terms
and provisions of this Loan Agreement shall not in any way be affected or
impaired thereby, all of which shall remain in full force and effect, and the
affected term or provision shall be modified to the minimum extent permitted by
law so as to achieve most fully the intention of this Loan Agreement.

      11.6 WAIVER. No delay on the part of FINOVA in exercising any right, power
or privilege hereunder shall operate as a waiver thereof, and no single or
partial exercise of any right, power or privilege hereunder shall preclude other
or further exercise thereof, or be deemed to establish a custom or course of
dealing or performance between the parties hereto, or preclude the exercise of
any other right, power or privilege.

      11.7 MODIFICATION OF LOAN INSTRUMENTS. No modification or waiver of any
provision of any of the Loan Instruments shall be effective unless the same
shall be in writing and signed by Borrower and FINOVA, and then such waiver or
consent shall be effective only in the specific instance and for the purpose for
which given. No notice to or demand on Borrower in any case shall entitle
Borrower to any other or further notice or demand in the same, similar or other
circumstances.

      11.8 CAPTIONS. The headings in this Loan Agreement are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.

      11.9 SUCCESSORS AND ASSIGNS. This Loan Agreement shall be binding upon and
inure to the benefit of and be enforceable by the respective successors and
assigns of the parties hereto; provided that Borrower may not assign any of its
rights or delegate any of its duties hereunder to any other Person.

      11.10 REMEDIES CUMULATIVE. All rights and remedies of the parties hereto,
any other Loan Instruments or otherwise, shall be cumulative and non-exclusive,
and may be exercised singularly or concurrently. FINOVA shall not be required to
prosecute collection, enforcement or other remedies against


                                       61
<PAGE>

any Obligor before proceeding against any other Obligor or to enforce or resort
to any security, liens, collateral or other rights of FINOVA. One or more
successive actions may be brought against Borrower and/or any other Obligor,
either in the same action or in separate actions, as often as FINOVA deems
advisable, until all of Borrower's Obligations are paid and performed in full.

      11.11 ENTIRE AGREEMENT; CONFLICT. This Loan Agreement and the other Loan
Instruments executed prior or pursuant hereto constitute the entire agreement
among the parties hereto with respect to the transactions contemplated hereby or
thereby and supersede any prior agreements, whether written or oral, relating to
the subject matter hereof. In the event of a conflict between the terms and
conditions set forth herein and the terms and conditions set forth in any other
Loan Instrument, the terms and conditions set forth herein shall govern.

      11.12 APPLICABLE LAW. THE LOAN INSTRUMENTS SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS AND DECISIONS OF THE STATE OF ARIZONA.
FOR PURPOSES OF THIS SECTION 11.12, THE LOAN INSTRUMENTS SHALL BE DEEMED TO BE
PERFORMED AND MADE IN THE STATE OF ARIZONA.

      11.13 JURISDICTION AND VENUE. BORROWER HEREBY AGREES THAT ALL ACTIONS OR
PROCEEDINGS INITIATED BY BORROWER AND ARISING DIRECTLY OR INDIRECTLY OUT OF THE
LOAN INSTRUMENTS SHALL BE LITIGATED IN THE SUPERIOR COURT OF MARICOPA COUNTY, OR
THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF ARIZONA OR, IF FINOVA
INITIATES SUCH ACTION, IN ADDITION TO THE FOREGOING COURTS, ANY COURT IN WHICH
FINOVA SHALL INITIATE OR TO WHICH FINOVA SHALL REMOVE SUCH ACTION, TO THE EXTENT
SUCH COURT HAS JURISDICTION. BORROWER HEREBY EXPRESSLY SUBMITS AND CONSENTS IN
ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR PROCEEDING COMMENCED BY FINOVA IN
OR REMOVED BY FINOVA TO ANY OF SUCH COURTS, AND HEREBY AGREES THAT PERSONAL
SERVICE OF THE SUMMONS AND COMPLAINT, OR OTHER PROCESS OR PAPERS ISSUED THEREIN
MAY BE SERVED IN THE MANNER PROVIDED FOR NOTICES HEREIN, AND AGREES THAT SERVICE
OF SUCH SUMMONS AND COMPLAINT OR OTHER PROCESS OR PAPERS MAY BE MADE BY
REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWER AT THE ADDRESS TO WHICH
NOTICES ARE TO BE SENT PURSUANT TO SECTION 11.1. BORROWER WAIVES ANY CLAIM THAT
MARICOPA COUNTY, ARIZONA OR THE DISTRICT OF ARIZONA IS AN INCONVENIENT FORUM OR
AN IMPROPER FORUM BASED ON LACK OF VENUE. TO THE EXTENT PROVIDED BY LAW, SHOULD
BORROWER, AFTER BEING SO SERVED, FAIL TO APPEAR OR ANSWER TO ANY SUMMONS,
COMPLAINT, PROCESS OR PAPERS SO SERVED WITHIN THE NUMBER OF DAYS PRESCRIBED BY
LAW AFTER THE MAILING THEREOF, BORROWER SHALL BE DEEMED IN DEFAULT AND AN ORDER
AND/OR JUDGMENT MAY BE ENTERED BY THE COURT AGAINST BORROWER AS DEMANDED OR
PRAYED FOR IN SUCH SUMMONS, COMPLAINT, PROCESS OR PAPERS. THE EXCLUSIVE CHOICE
OF FORUM FOR BORROWER SET FORTH IN THIS SECTION 11.13 SHALL NOT BE DEEMED TO
PRECLUDE THE ENFORCEMENT BY FINOVA OF ANY JUDGMENT OBTAINED IN ANY OTHER FORUM
OR THE TAKING BY FINOVA OF ANY ACTION TO ENFORCE THE SAME IN ANY OTHER
APPROPRIATE JURISDICTION, AND BORROWER HEREBY WAIVES THE RIGHT TO COLLATERALLY
ATTACK ANY SUCH JUDGMENT OR ACTION.

      11.14 WAIVER OF RIGHT TO JURY TRIAL. FINOVA AND BORROWER ACKNOWLEDGE AND
AGREE THAT ANY CONTROVERSY WHICH MAY ARISE UNDER ANY OF THE LOAN INSTRUMENTS OR
WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED THEREBY WOULD BE BASED UPON
DIFFICULT AND COMPLEX ISSUES AND, THEREFORE, THE PARTIES AGREE THAT ANY LAWSUIT
ARISING OUT OF ANY SUCH CONTROVERSY WILL BE TRIED IN A COURT OF COMPETENT
JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

      11.15 ESTOPPEL CERTIFICATE. Within 15 days after FINOVA requests Borrower
to do so, Borrower will execute and deliver to FINOVA a statement certifying (i)
that this Loan Agreement is in full force and effect and has not been modified
except as described in such statement, (ii) the date to which interest and


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principal on the Notes has been paid, (iii) the Principal Balance, (iv) whether
or not to its knowledge an Incipient Default or Event of Default has occurred
and is continuing, and, if so, specifying in reasonable detail each such
Incipient Default or Event of Default of which it has knowledge, (v) whether to
its knowledge it has any defense, setoff or counterclaim to the payment of the
Notes in accordance with their terms, and, if so, specifying each defense,
setoff or counterclaim of which it has knowledge in reasonable detail (including
where applicable the amount thereof), and (vi) as to any other matter reasonably
requested by FINOVA.

      11.16 CONSEQUENTIAL DAMAGES. Neither FINOVA nor any agent or attorney of
FINOVA shall be liable to Borrower for consequential damages arising from any
breach of contract, tort or other wrong relating to the establishment,
administration or collection of Borrower's Obligations.

      11.17 COUNTERPARTS. This Loan Agreement may be executed by the parties
hereto in several counterparts and each such counterpart shall be deemed to be
an original, but all such counterparts shall together constitute one and the
same agreement.

      11.18 NO FIDUCIARY RELATIONSHIP. No provision in this Loan Agreement or in
any other Loan Instrument, and no course of dealing among the parties hereto,
shall be deemed to create any fiduciary duty by FINOVA to Borrower.

      11.19 SALE OF NOTES; PARTICIPATIONS. FINOVA may assign to one or more
banks or other Persons all or any part of, or may grant participations to one or
more banks or other Persons in, its right, title and interest in the Loans, this
Loan Agreement, the other Loan Instruments, or any of them, and to the extent of
any such assignment or participation (unless otherwise stated therein) the
assignee or participant of such assignment or participation shall have the same
rights, benefits and obligations hereunder and thereunder as FINOVA would have
hereunder.

      11.20 PUBLICITY. Borrower authorizes FINOVA to issue appropriate press
releases and to cause a tombstone to be published announcing the consummation of
this transaction and the aggregate amount thereof.

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      IN WITNESS WHEREOF, this Amended and Restated Loan Agreement has been
executed and delivered by each of the parties hereto by a duly authorized
officer of each such party on the date first set forth above.

                                    SYBRA, INC., a Michigan corporation


                                    By:    s/s Glen V. Freter
                                          -------------------------------------
                                    Name:  Glen V. Freter
                                    Title: Chief Financial Officer


                                    FINOVA CAPITAL CORPORATION, a Delaware
                                    corporation


                                    By:    s/s Daniel W. O'Donnell
                                          -------------------------------------
                                    Name:  Daniel W. O'Donnell
                                    Title: Vice President