EXHIBIT 10.01


                               IN THE CIRCUIT COURT OF THE 11TH JUDICIAL CIRCUIT
                               OF FLORIDA IN AND FOR MIAMI-DADE COUNTY.

                               GENERAL JURISDICTION DIVISION

                               CIVIL ACTION NO.: 01-4160 CA 25

STATE OF FLORIDA DEPARTMENT
OF TRANSPORTATION,             Parcel No. 103

          Petitioner,
vs.

MIAMI SUBS REAL ESTATE CORP.
et al,

          Defendants.
-------------------------------/


                           STIPULATED FINAL JUDGEMENT
       and Order as to F.S. Section 73.092(1) Attorneys Fees for Defendant
                       MIAMI SUBS REAL ESTATE CORPORATION



THIS CAUSE came before the Court upon the Joint  Motion,  set forth  below,  for
entry of this order.

The Court being advised in the premises, it is hereby

ORDERED and ADJUDGED as follows:

     1. The Defendant MIAMI SUBS REAL ESTATE CORPORATION (MIAMI SUBS) shall have
     and recover from  Petitioner  the sum of TWO MILLION  THREE  HUNDRED  FIFTY
     THOUSAND DOLLARS and NO CENTS  ($2,350,000.00),  for damages for the taking
     of Parcel 103, exclusive of attorneys fees and costs.

     2. The  Petitioner,  within thirty (30) days of entry of this order,  shall
     deposit  in the  Registry  of this  Court  the sum of EIGHT  HUNDRED  FIFTY
     THOUSAND DOLLARS and NO CENTS ($850,000.00).  This amount is the difference
     between  the  award  amount  set  forth  in  Paragraph  1,  above,  and the
     $1,500,000.00  deposit  made by the  Petitioner  into  the  Court  Registry
     pursuant to the Order of Taking entered in this cause.
<PAGE>

     3. The Defendant  MIAMI SUBS shall have and recover from Petitioner the sum
     of TWO  HUNDRED  FIFTY-TWO  THOUSAND  FIVE  HUNDRED  DOLLARS  and NO  CENTS
     ($252,500.00)  as Florida  Statute Section  73.092(1)  attorneys fees. This
     sum, made payable to the Brigham Moore LLP Trust Account shall be forwarded
     by the  Petitioner,  within thirty (30) days of entry of this order, to the
     attention  of Mark A.  Tobin,  Esquire,  at 203 S.W.  13th  Street,  Miami,
     Florida 33130.

     4. The  vesting of title in  Petitioner  to Parcel  103,  described  in the
     attached Exhibit A, is hereby approved, ratified and confirmed.

     5. This Court  retains  jurisdiction  over:  apportionment  if any,  costs,
     Florida Statute Section 73.092(2) attorneys fees if any, enforcement of the
     terms of this order and of the Order of Taking entered in this cause,  and,
     per Florida Statutes Section 73.101,  over the disposition of other matters
     arising from the taking.

 DONE and ORDERED this Nineteenth day of November, 2001 by:


                                              /s/ PHILIP BLOOM
                                              -------------------
                                              CIRCUIT COURT JUDGE


 Copies provided to parties



<PAGE>



               SECTION 87281-2522     (ITEM SEGMENT: 250141 1)
               -----------------------------------------------
               STATE ROAD 953 (FLYOVER) MIAMI-DADE COUNTY
               ------------------------------------------
               DESCRIPTION: FEE SIMPLE RIGHT OF WAY
               ------------------------------------
PARCEL 103                                                    SECTION 87281-2522

A parcel of land being a portion of Lots 1 through 11, Block 7, Edgewater  Park,
as recorded in Plat Book 17, Page 72 of the Public Records of Miami-Dade County,
Florida,  Lying in Section  20,  Township  53 South,  Range 41 East,  being more
particularly described as follows:

COMMENCE at the Southeast  corner of the Southwest 1/4 of said Section 20 (being
a 13 millimeter  iron pipe with crimped top);  THENCE along the East line of the
Southwest  1/4 of said  Section 20, N 0218'36"  W, a distance  of 21.243  meters
(69.69  feet);  THENCE N 8741'24" E, a distance of 10:668 meters (35.00 feet) to
the POINT OF  BEGINNING,  said point being on the Easterly  right of way line of
S.R. 953 (LeJune  Road);  THENCE along said right of way line the  following two
(2) courses and  distances:  1) N 0218'36" W, 57.397  meters  (188.31 feet) to a
Point of Curvature,  said curve having a radius of 7.620 meters (25.00 feet) and
a chord of 13.894  meters  (45.58 feet)  bearing N 6325'43"  E;2) 17.486  meters
(57.37  feet) along the arc of a curve to the right  through a central  angle of
13128'37" to a Point of Tangency, said point being on the Southerly Right of Way
line of South Royal Poinciana Boulevard; THENCE along said Right of Way Line the
following two (2) courses and distances:  1) S 5049'52" E, 87.159 meters (285.95
feet) to a point of curvature, said curve having a radius of 7.620 meters (25.00
feet) and a chord of 14.266  meters  (46.80 feet) bearing S 1834'31" W:2) 18.461
meters  (60.57  feet)  along the arc of a curve to the  right  through a central
angle of  13848'50" to a Point of  Tangency,  said point being on the  Northerly
Right of Way line of S.R. 948 (N.W. 36th Street); THENCE along said Right of Way
Line the following two (2) courses and distances; 1) S 8758'53" W, a distance of
65.300 meters (214.24 feet) to a Point of Curvature,  said curve having a radius
of 7.620 meters (25.00 feet) and a chord of 10.749 meters (35.27 feet) bearing N
4709'51" W; 2) 11.931  meters (39.14 feet) along the arc of a curve to the right
through a central angle of 8942'31" to the POINT OF BEGINNING.

Said land situate within the City of Miami Springs,  Miami-Dade County,  Florida
containing 0.3656 Hectares (0.903 Acre), more or less.

K. Glass, P.S.M. - 9/15/99
Keith & Schnars, P.A.



                                   EXHIBIT "A"