<PAGE>
                                                               Exhibit 10.35

                               OMNIBUS AGREEMENT

         THIS OMNIBUS AGREEMENT (the "Agreement") made this day 26th of October
2001 by and between FINOVA Capital Corporation having an office at 115 W.
Century Road, Paramus, New Jersey ("FINOVA") and Roadhouse having its principal
place of business at 2703A Gateway Drive, Pompano Beach, Florida 33069
("Roadhouse").

         WHEREAS, pursuant to that certain commitment letter dated June 4, 1997,
as same has been amended, FINOVA made a loan to Roadhouse in the principal sum
of $15,000,000.00 (the "1997 Loan") for the purpose of refinancing existing debt
and providing expansion capital in connection with nine (9) roadhouse grill
franchise restaurants (each individually, a "Restaurant") located in Florida
(the "Florida Restaurants") and three (3) Restaurants located in South Carolina
(the "South Carolina Restaurants") as set forth on SCHEDULE I annexed hereto;
and

         WHEREAS, the 1997 Loan is evidenced by a loan and security agreement
executed by and between FINOVA and Roadhouse (the "1997 Loan and Security
Agreement") and a promissory note dated September 12, 1997 in the principal
amount of $15,000,000.00 executed by Roadhouse in favor of FINOVA (the "1997
Note"); which 1997 Note is secured by twelve (12) mortgages and security
agreements executed by Roadhouse in favor of FINOVA (as the same may have been
amended from time to time, the "1997 Mortgages") as set forth on SCHEDULE II
annexed hereto; and

         WHEREAS, pursuant to that certain commitment letter dated January 8,
1998, FINOVA agreed to make the following loans to Roadhouse: (i) permanent
financing in the maximum amount of $5,000,000,00 to provide financing for new
Restaurants ("Original Facility A"); (ii) equipment financing in the maximum
amount of $2,000,000.00 ("Original Facility B"); (iii) a revolving line of
credit in the maximum amount of $3,000,000.00 to be utilized for general
corporate purposes ("Facility C"); and a permanent loan in the maximum amount of
$5,000,000.00 to refinance the existing principal balance under a secured note
payable to Berjaya Group Limited, the majority stockholder of Roadhouse
("Facility D"); and

         WHEREAS, FACILITY C is evidenced by a loan and security agreement
executed by and between FINOVA and Roadhouse (the "1998 Revolving Loan and
Security Agreement") and a revolving credit promissory note dated June 2, 1998
in the principal amount of $3,000,000,00 (as the same may have been amended from
time to time, the "1998 Revolving Note"); which 1998 Revolving Note is secured
by nine (9) second-priority mortgages and security agreements executed by
Roadhouse in favor of FINOVA covering the Florida Restaurants (as the same may
have been amended from time to time, the "1998 Mortgages") as set forth on
SCHEDULE III annexed hereto; and

         WHEREAS, Facility D is evidenced by a loan and security agreement
executed by and between FINOVA and Roadhouse (the "1998 Loan and Security
Agreement") and a promissory note dated March 25, 1998 in the principal amount
of $2,880,000.00 (the "1998 Note"); which 1998 Note is secured by furniture,
fixtures and equipment located or used in connection with the Restaurants set
forth on SCHEDULE IV annexed hereto (the "Facility D Restaurants") and
perfected by UCC-1 Financing Statements; and


                                       1
<PAGE>
         WHEREAS, FINOVA and Roadhouse did not consummate the transactions
contemplated by Original Facility A and Original Facility B and Roadhouse did
not request any advances under Facility C; and

         WHEREAS, pursuant to that certain commitment letter dated October 4,
1999, FINOVA agreed to make the following loans to Roadhouse: (i) a revolving
line of credit in the maximum amount of $5,000,000.00 to provide working
capital necessary for corporate purposes ("Facility A"); and a loan in the
maximum amount of $18,000,000.00 to provide permanent financing for future
Restaurants ("Facility B"); and

         WHEREAS, Facility A is evidenced by a revolving loan agreement executed
by and between FINOVA and Roadhouse (as amended by that certain amendment to
revolving loan agreement dated as of April 12, 2001, the "Revolving Loan
Agreement") and a promissory note dated October 22, 1999 in the principal amount
of $5,000,000.00 (as the same may have been amended from time to time, the
"Revolving Note"); which Revolving Note is secured by nine (9) modification of
mortgage and security agreements covering the Florida Restaurants as set forth
on SCHEDULE V annexed hereto (collectively, the "Modifications of Mortgages"),
and three (3) leasehold mortgage and security agreements and one (1) mortgage
and security agreement as set forth on SCHEDULE VI annexed hereto (the "Facility
A Mortgages") covering the Restaurants set forth on SCHEDULE VII annexed hereto
(the "Facility A Restaurants"); and

         WHEREAS, Facility B is evidenced by those certain promissory notes
executed by Roadhouse in favor of FINOVA as set forth on SCHEDULE VIII annexed
hereto (the "Facility 13 Notes"); which Facility B Notes are secured by eight
(8) leasehold mortgage and security agreements set forth on SCHEDULE IX annexed
hereto (collectively, the "Facility B Mortgages") covering those certain
Restaurants set forth on SCHEDULE X annexed hereto (the "Facility B
Restaurants");

         WHEREAS, Roadhouse acknowledges and agrees that the current aggregate
outstanding principal sum of the Term Notes (exclusive of late fees and
interest) is $23,692,966.52 as of October 25, 2001, as more specifically set
forth on SCHEDULE XI attached hereto and that the outstanding principal sum due
under the Revolving Note is $5,000,000.00;

         WHEREAS, by failing to make its regularly scheduled installments of
principal and interest to FINOVA due on August 1, 2001 and September 1, 2001;
and by failing to meet the required Cash Flow Coverage Ratio (the "Known
Defaults"), Roadhouse is presently in default under the Loan Documents (as such
term is defined herein);

         WHEREAS, Roadhouse has requested that FINOVA (i) waive numerous
defaults under the various Loan Documents; (ii) restructure payments of
principal and interest, including the capitalization of interest; and (iii)
forbearance from exercising FINOVA's rights under the various notes and
mortgages, including the commencement of foreclosure proceedings;

         WHEREAS, FINOVA is willing to consent to the various requests made by
Roadhouse provided that the following amendments are made to the Loan Documents
set forth below.

         NOW THEREFORE, in consideration of the foregoing, and to induce FINOVA
to waive the Known Defaults, the parties hereto hereby agree as follows:



                                       2
<PAGE>

         1.       DEFINITIONS: As used in this Agreement, the following terms
                  shall have the following respective meanings:

                  1.1      LOANS shall mean, collectively, the 1997 Loan,
                           Facility A, Facility B, Facility C and Facility D;

                  1.2      LOAN AGREEMENTS shall mean, collectively, the Term
                           Loan Agreements and the Revolving Loan Agreements as
                           same may have been amended or restated;

                  1.3      LOAN DOCUMENTS shall mean, collectively, the 1997
                           Loan and Security Agreement, the 1997 Note, the 1997
                           Mortgages, the 1998 Mortgages, the 1998 Loan and
                           Security Agreement, the 1998 Note, the Revolving Loan
                           Agreement, the Revolving Note, the Modifications of
                           Mortgages, the Facility A Mortgages, the Facility B
                           Notes and the Facility B Mortgages, together with all
                           related instruments and documents;

                  1.4      MORTGAGES shall mean, collectively, the 1997
                           Mortgages, the 1998 Mortgages, the Facility A
                           Mortgages and the Facility B Mortgages as same may
                           have been amended or restated;

                  1.5      Notes shall mean, collectively, the Term Notes and
                           the Revolving Note as same may have been amended or
                           restated;

                  1.6      RESTAURANTS shall mean, collectively, the Florida
                           Restaurants, the South Carolina Restaurants, the
                           Facility A Restaurants, the Facility B Restaurants
                           and the Facility D Restaurants;

                  1.7      REVOLVING LOAN shall mean Facility A;

                  1.8      TERM LOANS shall mean, collectively, the 1997 Loan,
                           Facility B and Facility D;

                  1.9      TERM LOAN AGREEMENTS shall mean, collectively, the
                           1997 Loan and Security Agreement and the 1998 Loan
                           and Security Agreement;

                  1.10     Term Notes shall mean the 1997 Note, the 1998 Note
                           and the Facility B Notes;

                  1.11     Capitalized terms used herein and not defined herein
                           shall have their respective meaning set forth in the
                           Loan Documents.

         2.       Roadhouse acknowledges and agrees that Facility C has expired
                  and that there is no farther availability under Original
                  Facility A, Original Facility B, Facility A, Facility B or
                  Facility C.



                                       3
<PAGE>

         3.       Roadhouse agrees that it has no defenses or set-offs against
                  FINOVA, its respective officers, directors, employees, agents
                  or attorneys with respect to the Loan Documents or related
                  instruments, agreements or documents, all of which are in full
                  force and effect and shall remain in full force and effect
                  unless and until modified or amended in writing in accordance
                  with their terms. Roadhouse hereby ratifies and confirms its
                  Obligations under the Loan Documents and related instruments,
                  agreements and documents and agrees that the execution and the
                  delivery of this Agreement does not in any way diminish or
                  invalidate any of its Obligations thereunder except as
                  expressly modified herein.

         4.       AMENDMENTS TO REVOLVING LOAN AGREEMENT. The Revolving Loan
                  Agreement is hereby amended as follows:

                  4.1      The "Interest Rate" shall be increased to eleven and
                           one half (11.50%) percent.

                  4.2      The definition of "Loan Documents" shall be modified
                           to include the Loan Agreements, Mortgages and Notes.

                  4.3      The definition of "Note" shall be modified to include
                           this Agreement to the extent same modifies, amends or
                           restates the Revolving Note.

                  4.4      Paragraph 2.8.2 is hereby deleted in its entirety and
                           is hereby replaced by the following:

                                    "Interest After Maturity. Commencing with
                                    the day after the principal amount of the
                                    loan shall have become due and payable (by
                                    acceleration or otherwise), such part of the
                                    Loan or the entire Loan (as the case may be)
                                    shall bear interest at the rate of fourteen
                                    (14%) percent per annum (the "Default
                                    Rate")."

                  4.5      Paragraph 5.1.1 is hereby deleted in its entirety and
                           is hereby replaced by the following:

                                    "5.1.1 Annual Financial Statements, As soon
                                    as practicable, and in any event within
                                    ninety (90) days after the close of each
                                    fiscal year of Borrower, Borrower shall
                                    furnish to Lender the annual audit report
                                    for such year, including audited statements
                                    of income, retained earnings and changes in
                                    financial position of Borrower for such
                                    fiscal year, specific detail of the amount
                                    of real property rent expense and equipment
                                    rent expense, and the details of the amount
                                    of the new store capital expenditures for
                                    such fiscal year, and an audited balance
                                    sheet of Borrower as of the close of such
                                    fiscal year, and notes to each, all in
                                    reasonable detail, setting forth in
                                    comparative form the corresponding figures
                                    for the preceding fiscal year where such
                                    presentation is appropriate under GAAP,
                                    certified without qualification by
                                    independent certified public accountants of
                                    recognized standing selected by Borrower and





                                       4
<PAGE>

                                    acceptable to Lender, together with (or
                                    included in such certification) a written
                                    statement of such accountants substantially
                                    to the effect that (i) such accountants
                                    examined such financial statements in
                                    accordance with generally accepted auditing
                                    standards and accordingly made such tests of
                                    accounting records and such other auditing
                                    procedures as they considered necessary in
                                    the circumstances and (ii) in the opinion of
                                    such accountants such financial statements
                                    present fairly the financial position of
                                    Borrower as of the end of such fiscal year
                                    and the results of its operations and the
                                    changes in its financing position for the
                                    fiscal year then ended, in conformity with
                                    GAAP applied on a basis consistent with that
                                    of the preceding fiscal year (except for
                                    changes in application in which such
                                    accountants concur)."

                  4.6      Paragraph 5.1.2 is hereby deleted in its entirety and
                           is hereby replaced by the following:


                                    "5.1.2 Quarterly Financial Statements.
                                    Within forty-five (45) days after the end
                                    of each of the first three fiscal quarters
                                    of such fiscal year, Borrower shall furnish
                                    to Lender internally prepared interim
                                    financial statements and a copy of its
                                    Form 10Q Report filed with the Securities
                                    and Exchange Commission with respect to such
                                    quarter."

                  4.7      Paragraph 5.12 is amended by adding the following to
                           the end thereof:

                                    "Notwithstanding the foregoing, Borrower may
                                    sell any of its assets provided, however
                                    that Borrower has received the prior written
                                    consent of FINOVA in the event that such
                                    sale(s) exceed the aggregate sum of
                                    $100,000.00 in any given fiscal year. In the
                                    event that Borrower desires to sell any
                                    assets which are security under the Loans,
                                    and in the event that FINOVA provides its
                                    prior written consent to such sale if
                                    required herein, then all net proceeds of
                                    such sale shall be paid directly to FINOVA.
                                    In determining the not proceeds of any such
                                    sale, the only permitted reduction to the
                                    gross sales price would be for the expenses
                                    incurred by the Borrower that directly
                                    relate to such sale."

                  4.8      Paragraph 5.14 is hereby deleted in its entirety and
                           is hereby replaced with the following:

                                    "51.4 CROSS DEFAULT. Borrower acknowledges
                                    that (i) any Default under the terms of this
                                    Agreement or the Note; (ii) any Event of
                                    Default under any agreement between Borrower
                                    and Lender; or (iii) any default under any
                                    other obligations of Borrower in excess of
                                    $10,000.00 howsoever created and whether now
                                    existing or hereafter arising, including
                                    without limitation any capital and





                                       5
<PAGE>

                                    operating leases, shall be deemed a default
                                    under any of the Loan Documents or
                                    otherwise."

                  4.9      Article 5 is amended by adding the following
                           paragraphs:

                                    "5.15 CAPITAL EXPENDITURES. Except as set
                                    forth on Appendix I annexed hereto and made
                                    a part hereof, Borrower shall not make any
                                    further capital expenditures with respect to
                                    new stores. Notwithstanding the foregoing,
                                    Borrower shall be permitted to incur
                                    expenses for routine repair and maintenance
                                    in the ordinary course of business. In the
                                    event Borrower achieves a minimum Fixed
                                    Charge Coverage Ratio (as hereafter defined)
                                    of 1.25 to 1.00 for four consecutive
                                    quarters beginning with the fourth (4th)
                                    quarter of 2003, Borrower shall be permitted
                                    to resume making capital expenditures with
                                    respect to new stores.

                                    5.16 CERTAIN OTHER COVENANTS. Borrower shall
                                    not, without the prior written consent of
                                    Lender:

                                    a.       Make advances, loans or extensions
                                             of credits to, or invest in, any
                                             other person or entity, except for
                                             loans or cash advances to employees
                                             in the ordinary course of business;

                                    b.       Create, incur, assume or permit to
                                             exist any indebtedness for borrowed
                                             money other than (i) the Secured
                                             Debt; (ii) existing indebtedness of
                                             Borrower in such amounts owing to
                                             such creditors as are identified on
                                             SCHEDULE XII attached hereto; and
                                             (iii) indebtedness approved in
                                             writing by Lender;

                                    c.       Guarantee or become directly or
                                             continently liable for the
                                             obligations of any other person or
                                             entity except for endorsement of
                                             instruments for deposit;

                                    d.       Except as set forth below, sell,
                                             transfer, distribute or pay any
                                             money or property to any Affiliate,
                                             or invest in (by capital
                                             contribution or otherwise) or
                                             purchase or repurchase any stock or
                                             obligations, or any property, of
                                             any Affiliate, or become liable on
                                             any guaranty of the obligations of
                                             an Affiliate. Notwithstanding the
                                             foregoing, and if no Event of
                                             Default has occurred, Borrower may
                                             pay those existing obligations to
                                             Berjaya Group (Cayman) Limited as
                                             previously disclosed to Lender.

                  4.10     Paragraph 6.1 is hereby deleted in its entirety and
                           is hereby replaced by the following:




                                       6
<PAGE>

                                    "FIXED CHARGE COVERAGE RATIO. Throughout the
                                    Term, Borrower shall maintain a Fixed Charge
                                    Coverage Ratio ("FCCR") at the following
                                    levels:

                                    Fiscal Operating Period       Required FCCR
                                    -----------------------       -------------

                                    Fourth quarter 2001,
                                    Ending on 4/29/01                     1.02X

                                    Fiscal quarter ending an 7/28/01      0.85X

                                    Fiscal quarter ending on 10/28/01     1.00X

                                    Fiscal quarter ending on 1/27/02      1.15X

                                    Fiscal quarter ending on 4/28/02,
                                    And Quarterly thereafter              1.25X


                                    Fixed Charge Coverage Ratio means Cash Flow
                                    Available for Fixed Charges divided by
                                    Total Fixed Charges.

                                    Cash Flow Available for Fixed Charges means;

                                             Net income
                                             Plus: depreciation
                                             Plus: amortization
                                             Plus: real property rent expense
                                             Plus. equipment rent expense
                                             Plus: senior debt interest expense
                                             Plus: capital lease interest
                                                   expense

                                    Total Fixed Charges means:

                                             Real property rent expense
                                             Plus: equipment rent expense
                                             Plus: senior debt interest expense
                                             Plus: capital lease interest
                                             expense
                                             Plus: Principal required during
                                             testing period for long term senior
                                             debt
                                             Plus: principal required during
                                             testing period for capital leases.

                                             Borrower shall deliver to Lender,
                                             within 45 days of the end of each
                                             fiscal quarter, a Compliance
                                             Certificate in the form and
                                             substance of EXHIBIT D annexed to
                                             the Omnibus Agreement by and
                                             between Borrower and Lender dated
                                             as of the __ day of October, 2001"





                                       7
<PAGE>

                  4.11     Except as specifically amended herein, the Revolving
                           Loan Agreement shall remain in full force and effect
                           in accordance with its terms.

         5.       AMENDMENTS TO TERM LOAN AGREEMENTS. The Term Loan Agreements
                  are hereby amended as follows:

                  5.1      The "Interest Rate" shall be eleven and one half
                           (11.50%) percent.

                  5.2      The definition of "Loan Documents" shall be modified
                           to include the Loan Agreements, Mortgages and Notes.

                  3.3      The definition of "Note" shall be modified to include
                           this Agreement, to the extent same modifies, amends
                           or restates the Revolving Note.

                  5.4      Paragraph 2.6.2 is hereby deleted in its entirety and
                           is hereby replaced by the following:

                                    "Interest After Maturity. Commencing with
                                    the day after the principal amount of the
                                    Loan shall have become due and payable (by
                                    acceleration or otherwise), such part of the
                                    Loan or the entire Loan (as the case may be)
                                    shall bear interest at the rate of fourteen
                                    (14%) percent per annum (the "Default
                                    Rate")."

                  5.5      Paragraph 5.1.1 is hereby deleted in its entirety and
                           is hereby replaced by the following:

                                    "5.1.1 Annual Financial Statements. As soon
                                    as practicable, and in any event within
                                    ninety (90) days after the close of each
                                    fiscal year of Borrower, Borrower shall
                                    furnish to Lender the annual audit report
                                    for such year, including audited statements
                                    of income, retained earnings and changes in
                                    financial position of Borrower for such
                                    fiscal year, specific detail of the amount
                                    of real property rent expense and equipment
                                    rent expense, and the details of the amount
                                    of the new store capital expenditures for
                                    such fiscal year, and an audited balance
                                    sheet of Borrower as of the close of such
                                    fiscal year, and notes to each, all in
                                    reasonable detail, setting forth in
                                    comparative form the corresponding figures
                                    for the preceding fiscal year where such
                                    presentation is appropriate under GAAP,
                                    certified without qualification by
                                    independent certified public accountants of
                                    recognized standing selected by Borrower and
                                    acceptable to Lender, together with (or
                                    included in such certification) a written
                                    statement of such accountants substantially
                                    to the effect that (i) such accountants
                                    examined such financial statements in
                                    accordance with generally accepted auditing
                                    standards and accordingly made such tests of
                                    accounting records and such other auditing
                                    procedures as they considered necessary in
                                    the circumstances and (ii) in the opinion of
                                    such accountants such financial statements
                                    present fairly the financial position of





                                       8
<PAGE>
                                    Borrower as of the end of such fiscal year
                                    and the results of its operations and the
                                    changes in its financing position for the
                                    fiscal year then ended, in conformity with
                                    GAAP applied on a basis consistent with that
                                    of the preceding fiscal year (except for
                                    changes in application in which such
                                    accountants concur)."

                  5.6      Paragraph 5.1.2 is hereby deleted in its entirety and
                           is hereby replaced by the following:

                                    "5.1.2 Quarterly Financial Statements.
                                    Within forty-five (45) days after the end of
                                    each of the first three fiscal quarters of
                                    such fiscal year, Borrower shall furnish to
                                    Lender internally prepared interim financial
                                    statements and a copy of its Form 10Q Report
                                    filed with the Securities and Exchange
                                    Commission with respect to such quarter."

                  5.7      Paragraph 5.2.5 is amended by adding the following to
                           the end thereof:

                                    "Notwithstanding the foregoing, Borrower may
                                    sell any of its assets provided, however
                                    that Borrower has received the prior written
                                    consent of FINOVA in the event that such
                                    sale(s) exceed the aggregate sum of
                                    $100,000.00 in any given fiscal year. In the
                                    event that Borrower desires to sell any
                                    assets which are security under the Loans,
                                    and in the event that FINOVA provides its
                                    prior written consent to such sale if
                                    required herein, then all net proceeds of
                                    such sale shall be paid directly to FINOVA.
                                    In determining the net proceeds of any such
                                    sale, the only permitted reduction to the
                                    gross sales price would be for the expenses
                                    incurred by the Borrower that directly
                                    relate to such sale."

                  5.8      Article 5 is amended by adding the following
                           paragraphs:

                                    "5.13 CROSS-COLLATERALIZATION. Borrower
                                    acknowledges that all Obligations of
                                    Borrower to Lender, whether arising under
                                    the Loan Documents or otherwise, shall be
                                    collateralized by all collateral granted by
                                    Borrower to Lender, whether under the Loan
                                    Documents or otherwise, so that all
                                    collateral so granted to Lender hereunder
                                    and thereunder shall secure all Obligations
                                    of Borrower to Lender however or whenever
                                    created or arising.

                                    5.14 CROSS DEFAULT. Borrower acknowledges
                                    that (i) any Default under the terms of this
                                    Agreement or the Note; (ii) any Event of
                                    Default under any agreement between Borrower
                                    and Lender; or (iii) any default under any
                                    other obligations of Borrower in excess of
                                    $10,000.00 howsoever created and whether now
                                    existing or hereafter arising, including
                                    without limitation any capital and



                                       9


<PAGE>
                                    operating leases, shall be deemed a default
                                    under any of the Loan Documents or
                                    otherwise.

                                    5.15 CAPITAL EXPENDITURES. Except as set
                                    forth on Appendix I annexed hereto and made
                                    a part hereof, Borrower shall not make any
                                    further capital expenditures with respect to
                                    new stores. Notwithstanding the foregoing,
                                    Borrower shall be permitted to incur
                                    expenses for routine repair and maintenance
                                    in the ordinary course of business. In the
                                    event Borrower achieves a minimum Fixed
                                    Charge Coverage Ratio (as hereafter defined)
                                    of 1.25 to 1.00 for four consecutive
                                    quarters beginning with the fourth (4th)
                                    quarter of 2003, Borrower shall be permitted
                                    to resume making capital expenditures with
                                    respect to new stores.

                                    5.16 CERTAIN OTHER COVENANTS. Borrower shall
                                    not, without the prior written consent of
                                    Lender:

                                    a.       Make advances, loans or extensions
                                             of credits to, or invest in, any
                                             other person or entity, except for
                                             loans or cash advances to employees
                                             in the ordinary course of business;

                                    b.       Create, incur, assume or permit to
                                             exist any indebtedness for borrowed
                                             money other than (i) the Secured
                                             Debt; (ii) existing indebtedness of
                                             Borrower in such amounts owing to
                                             such creditors as are identified on
                                             SCHEDULE XII attached hereto; and
                                             (iii) indebtedness approved in
                                             writing by Lender;

                                    c.       Guarantee or become directly or
                                             continently liable for the
                                             obligations of any other person or
                                             entity except for endorsement of
                                             instruments for deposit;

                                    d.       Except as set forth below, sell,
                                             transfer, distribute or pay any
                                             money or property to any Affiliate,
                                             or invest in (by capital
                                             contribution or otherwise) or
                                             purchase or repurchase any stock or
                                             obligations, or any property, of
                                             any Affiliate, or become liable on
                                             any guaranty of the obligations of
                                             an Affiliate. Notwithstanding the
                                             foregoing, and if no Event of
                                             Default has occurred, Borrower may
                                             pay those existing obligations to
                                             Berjaya Group (Cayman) Limited as
                                             previously disclosed to Lender.

                  5.9      Paragraph 6.1 is hereby deleted in its entirety and
                           is hereby replaced by

                                    "FIXED CHARGE COVERAGE RATIO. Throughout the
                                    Term, Borrower shall maintain a Fixed Charge
                                    Coverage Ratio ("FCCR") at the following
                                    levels:





                                       10


<PAGE>




                                    Fiscal Operating Period        Required FCCR
                                    -----------------------        -------------

                                    Fourth quarter 2001,
                                    Ending on 4/29/01                     1.02X

                                    Fiscal quarter ending on 7/28/01      0.85X

                                    Fiscal quarter ending on 10/28/01     1.00X

                                    Fiscal quarter ending on 1/27/02      1.15X

                                    Fiscal quarter ending on 4/28/02,
                                    And Quarterly thereafter              1.25X

                                    Fixed Charge Coverage Ratio means Cash Flow
                                    Available for Fixed Charges divided by Total
                                    Fixed Charges.

                                    Cash Flow Available for Fixed Charges means:

                                             Net income
                                             Plus: depreciation
                                             Plus: amortization
                                             Plus: real property rent expense
                                             Plus: equipment rent expense
                                             Plus: senior debt interest expense
                                             Plus: capital lease interest
                                             expense

                                    Total Fixed Charges means:

                                             Real property rent expense
                                             Plus: equipment rent expense
                                             Plus: senior debt interest expense
                                             Plus: capital lease interest
                                                   expense
                                             Plus: principal required during
                                                   testing period for long term
                                                   senior debt
                                             Plus: principal required during
                                                   testing period for capital
                                                   leases.

                                             Borrower shall deliver to Lender,
                                             within 45 days of the end of each
                                             fiscal quarter, a Compliance
                                             Certificate in the form and
                                             substance of EXHIBIT D annexed to
                                             the Omnibus Agreement by and
                                             between Borrower and Lender dated
                                             as of the __ day of October, 2001.

                  5.10     Except as specifically amended herein, the Term Loan
                           Agreements shall remain in full force and effect in
                           accordance with their respective terms.

         6.       AMENDMENTS TO TERM NOTES. Each Term Note is hereby amended as
                  follows:


                                       11

<PAGE>

                  6.1      The "Number of Monthly Installments" as defined in
                           section 1.5 of each Term Note shall be 133.

                  6.2      The "Interest Rate" as defined in section 1.7 of each
                           Term Note shall be increased to eleven and one half
                           (11.50%) percent.

                  6.3      The "Default Rate" as defined in section 1.8 of each
                           Term Note shall be increased to fourteen (14%)
                           percent.

                  6.4      The "Maturity Date" as defined in section 1.9 of each
                           Term Note shall be December 1, 2012.

                  6.5      The "Monthly Installment" as defined in section 1.4
                           of each Term Note shall be modified to reflect the
                           payment schedule attached as SCHEDULE XIII attached
                           hereto.

                  6.6      The "First Payment Date" as defined in section 1.40
                           of each Term Note shall mean November 25, 2001.

                  6.7      The "Loan Documents" as defined in section 1.12 of
                           each Term Note shall be modified to include the Loan
                           Agreements, Mortgages and Notes.

                  6.8      Paragraph 8 of each Term Note is hereby deleted in
                           its entirety and is hereby replaced by the following:

                                    "PREPAYMENT. Except as provided herein,
                           Borrower may not prepay this Note. If no Event of
                           Default exists, Borrower may voluntarily prepay the
                           entire unpaid Principal Sum on any date on which a
                           Monthly Installment is payable. Borrower must give
                           Lender at least thirty (30) days prior written notice
                           of Borrower's intention to prepay. Once given, such
                           notice may not be withdrawn, and failure to prepay in
                           accordance with the notice shall be an Event of
                           Default.

                                    The prepayment of the Principal Sum shall be
                           accompanied by a payment of all accrued and unpaid
                           interest, an administrative fee of $4,000 plus a
                           premium for prepayment. The amount of the premium
                           shall be: one quarter of one percent (0.25%) of the
                           unpaid Principal Sum during the first six (6) months
                           of the Loan Term; one half of one percent (0.50%) of
                           the unpaid Principal Sum from the seventh (7th)
                           through twelfth (12th) months of the Loan term; one
                           (1%) percent of the unpaid Principal Sum during the
                           second Loan Year; one and one-half (1.50%) percent of
                           the unpaid Principal Sum during the third Loan Year;
                           and three (3%) percent of the unpaid Principal Sum
                           during the fourth Loan year and thereafter.

                                    If the unpaid balance of the Principal Sum
                           is accelerated, by reason of an Event of Default
                           during any of the Loan Years, such an acceleration
                           shall be deemed to be a prepayment and Borrower shall
                           pay to Lender, in


                                       12



<PAGE>


                           addition to all other sums due as a result of the
                           acceleration, the applicable premium set forth
                           herein.

                                    If a partial prepayment of the Principal Sum
                           occurs as a result of the application by Lender of
                           Taking Proceeds or Insurance Proceeds, as provided in
                           the Mortgages, each Monthly Installment thereafter
                           shall be reduced to an amount which will amortize the
                           then unpaid Principal Sum at the Interest Rate over
                           the then remaining Number of Monthly Installments. No
                           prepayment premium nor administrative fee is required
                           to be paid by Borrower in connection with any Taking
                           Proceeds or Insurance Proceeds."

                  6.9      Except as specifically amended herein, the Term Notes
                           shall remain in full force and effect in accordance
                           with their respective terms.

         7.       AMENDMENTS TO REVOLVING NOTE. The Revolving Note is hereby
                  amended as follows;

                  7.1      References to the "Loan Agreement" shall, without
                           limitation, be deemed to refer to the Revolving Loan
                           Agreement, as amended by that certain Amendment to
                           Revolving Loan Agreement dated as of April 12, 2001,
                           and as further amended herein.

                  7.2      The payment provisions are hereby deleted in their
                           entirety and are hereby replaced with the following:

                                    "Commencing on November 25, 2001 and
                           continuing through the Maturity Date (as hereinafter
                           defined), this Note shall bear interest at a rate per
                           annum equal to the higher of (i) Prime Rate plus
                           three (3%) percent or (ii) eleven and one half
                           (11.50%) percent, but in no event to exceed the
                           Maximum Rate (as hereinafter defined). For purposes
                           hereof, the Prime Rate shall mean the rate of
                           interest established and published daily by Citibank,
                           N.A.

                                    Monthly payments of interest only shall be
                           made on the first day of each and every calendar
                           month until and including the Maturity Date. All
                           payments of principal and interest on this Note are
                           to be made in lawful money of the United States of
                           America in immediately available funds, without
                           setoff, counterclaim or deduction of any nature, at
                           the office of Lender at 115 West Century Road,
                           Paramus, New Jersey 07652 (or such other place as the
                           holder hereof shall designate to the Borrower in
                           writing), prior to 12:00 Noon, local time, on the day
                           when due.

                                    If any payment of principal or interest
                           becomes due on a day which is not a Business Day,
                           that payment shall be made on the next Business Day
                           unless such next Business Day falls in another
                           calendar month in which event that payment shall be
                           made on the next preceding Business Day.



                                       13


<PAGE>


                                    The Principal Sum, together with all accrued
                           and unpaid interest thereon and all other sums
                           payable hereunder, shall mature, and shall be due and
                           payable to Lender on December 31, 2001 (the "Maturity
                           Date")."

                  7.3      The following terms are hereby incorporated into the
                           Revolving Note:

                                    "Provided there has been no Event of Default
                           under the terms of this Note, the Loan Agreement or
                           any of the other related documents evidencing or
                           securing the Principal Sum, the Borrower shall have
                           the option (the "Conversion Option") to convert this
                           loan to a permanent loan with a term of eighty four
                           (84) months commencing on January 1, 2002, Borrower
                           must give Lender at least thirty (30) days prior
                           written notice of its election to exercise its
                           Conversion Option. Once given, such notice may not be
                           withdrawn. Upon receipt of such notice, Lender shall
                           set the fixed rate which will be the highest daily
                           rate in effect on the Revolving Loan from October 25,
                           2001 until the conversion plus one hundred (100)
                           basis points.

                                    Upon exercising its Conversion Option,
                           Borrower shall pay a fee to Lender in an amount equal
                           to the lesser of $100,000.00 or two (2%) percent of
                           the Principal Sum outstanding at the time of such
                           conversion to a permanent loan. Borrower agrees to
                           pay all costs, fees and expenses of Lender in
                           connection with the documentation and closing of such
                           conversion, including without limitation Lenders'
                           attorneys' fees and filing costs."

                  7.4      The "Default Rate" shall be increased to fourteen
                           (14%) percent.

                  7.5      Except as specifically amended herein, the Revolving
                           Note shall remain in full force and effect in
                           accordance with its terms.

         8.       Contemporaneously herewith, Roadhouse shall execute and
                  deliver to FINOVA fifteen (15) Modifications of Mortgages, in
                  substantially the form annexed as EXHIBIT A hereto, to be
                  recorded by FINOVA at the sole cost and expense of Borrower.

         9.       Contemporaneously herewith, Roadhouse shall execute and
                  deliver to FINOVA nine (9) Consolidation and Modification of
                  Mortgage Agreements covering the Florida Restaurants, in
                  substantially the form annexed as Exhibit B hereto, to be
                  recorded by FINOVA at the sole cost and expense of Borrower.
                  Borrower agrees that the Mortgages covering the Florida
                  Restaurants shall be modified to increase the aggregate
                  maximum amount secured by said Mortgages to $20,000,000.00.
                  Promptly upon the request of FINOVA, Borrower shall execute
                  and/or deliver such additional documentation as may be
                  required in order to secure FINOVA's interest in the Florida
                  Restaurants up to said maximum amount.

         10.      Within thirty (30) days of the date hereof, Borrower shall
                  deliver to FINOVA an updated ALTA Title Policy with limits in
                  the aggregate sum of $20,000,000.00



                                       14


<PAGE>
                  covering the Florida Restaurants. Borrower agrees to pay all
                  title fees and charges, and any stamp and other taxes which
                  may be due, on or before the recording of the Modifications of
                  Mortgage by the Title Company.

         11.      Roadhouse hereby authorizes FINOVA, at any time or times
                  hereafter, to file any and all Uniform Commercial Code
                  financing statements, amendments and continuation statements
                  and, all other agreements, documents and instruments
                  reasonably requested by FINOVA to perfect and maintain
                  FINOVA's security interest in the Premises and in all
                  Collateral as each is respectively defined in the Loan
                  Documents, Roadhouse agrees that a carbon, photographic
                  photostatic, or other reproduction of this Agreement or of a
                  financing statement is sufficient as a financing statement.
                  Roadhouse authorizes FINOVA to sign and file Uniform
                  Commercial Code financing statements and amendments without
                  Roadhouse's signature, as authorized by applicable law.
                  Roadhouse also ratifies its authorization for FINOVA to have
                  filed any like financing statements, amendments thereto and
                  continuation statements, if filed prior to the date of this
                  Agreement. Roadhouse hereby irrevocably constitutes and
                  appoints FINOVA and its officers and agents, with full power
                  of substitution, its true and lawful attorneys-in-fact with
                  full power and authority in the place and stead of Roadhouse,
                  to sign any documents to carry out the purpose of this Section
                  11. This power of attorney is coupled with an interest and
                  shall be irrevocable. For purposes of filing UCC's, Roadhouse
                  represents that its exact legal name and principal place of
                  business is as set forth above, that its organization number
                  is V72879 and that its tax id number is 65-0367604. Roadhouse
                  acknowledges and agrees that Roadhouse shall be responsible
                  for all fees and charges incurred by FINOVA in connection with
                  the UCC filings and lien search fees.

         12.      Contemporaneously herewith, Roadhouse shall deliver to FINOVA
                  an opinion from legal counsel in form acceptable to FINOVA
                  stating that this Agreement does not affect the perfection and
                  priority of FINOVA's security interest in the Collateral under
                  the existing Loan Documents. Within thirty (30) days of the
                  date hereof, Roadhouse shall deliver similar opinions from
                  legal counsel in each jurisdiction where the Restaurants are
                  located.

         13.      Within sixty (60) days of the date hereof, Roadhouse shall
                  deliver to FINOVA an Estoppel Certificate, in substantially
                  the form annexed hereto as EXHIBIT C, completed and signed by
                  each lessor of the leased Restaurants.

         14.      Contemporaneously herewith, Roadhouse shall deliver to FINOVA
                  an annual audited financial statement for the fiscal year
                  ending April 29, 2001, together with a Compliance Certificate
                  in substantially the form annexed hereto as Exhibit D.

         15.      Contemporaneously herewith, Roadhouse shall execute and
                  deliver to FINOVA (i) Security Agreements covering the
                  furniture, fixtures and equipment of the Hickory, North
                  Carolina and Alpharetta, Georgia Restaurants (the "New
                  Restaurants") and (ii) UCC-1 Financing Statements granting
                  FINOVA a first priority interest in the furniture, fixtures
                  and equipment at the New Restaurants.



                                       15


<PAGE>

                  each in form acceptable to FINOVA. Roadhouse agrees to execute
                  and deliver, and to cause any secured party with existing
                  liens on the furniture, fixture and equipment at the New
                  Restaurant to execute and deliver such other documents and
                  instruments as FINOVA or FINOVA's counsel may require to
                  secure FINOVA's first priority interest therein.

         16.      Within sixty (60) days of the date hereof, Roadhouse shall
                  deliver to FINOVA a Landlord Subordination Agreement and/or
                  Landlord Consent and Waiver from the Lessors of the New
                  Restaurants, each in form acceptable to FINOVA.

         17.      Roadhouse will deliver to FINOVA on a monthly basis, on or
                  before the fifth (5th) day of each month an executed
                  Compliance Certificate in the form annexed hereto as EXHIBIT
                  E, stating in part, that Roadhouse is not in payment default
                  with any credits or lienholders.

         18.      Roadhouse hereby warrants and represents to FINOVA that:

                  18.1     Except for the Known Defaults, each of the
                           representations and warranties set forth in the Loan
                           Documents is true in all respects as of the date
                           hereof.

                  18.2     Roadhouse is a Florida corporation.

                  18.3     Roadhouse is duly organized and existing under the
                           laws of the state of Florida and is duly licensed to
                           do business wherein the ownership of its property or
                           the conduct of its business requires such licensing.

                  18.4     Roadhouse has the right and power and is duly
                           authorized and empowered to enter into, execute,
                           deliver and perform this Agreement and has taken all
                           necessary action to authorize the execution, delivery
                           and performance of this Agreement and any other
                           agreement or instrument referred to herein. No
                           consent or approval of any entity or Person
                           (including, without limitation, any shareholder of
                           Roadhouse), no consent or approval of any landlord or
                           mortgagee, no waiver of any Lien or right of
                           distraint or other similar right and no consent
                           license, approval, authorization or declaration of
                           any governmental authority, bureau or agency, is
                           required in connection with the execution, delivery
                           or performance by Roadhouse, or the validity,
                           enforcement or priority, of this Agreement.

                  18.5     Roadhouse has taken all action required to authorize
                           the execution, delivery and performance of this
                           Agreement and all other agreements or instruments
                           required hereunder and contemplated hereby.

                  18.6     The execution and delivery by Roadhouse of this
                           Agreement and performance by it hereunder will not
                           violate any provision of law and will not conflict
                           with or result in a breach of any order, writ,
                           injunction, ordinance, resolution, decree, or other
                           similar document or instrument of any court or
                           governmental authority, bureau or agency, domestic
                           or foreign, or the certificate of incorporation,
                           by-laws or agreement or



                                       16

<PAGE>


                           certificate of partnership of Roadhouse, or create
                           (with or without the giving of notice or lapse of
                           time, or both) a default under or breach of any
                           agreement, bond, note or indenture to which Roadhouse
                           is a party, or by which it is bound or any of its
                           properties or assets is affected, or result in the
                           imposition of any Lien of any nature whatsoever upon
                           any of the properties or assets owned by or used in
                           connection with the business of Roadhouse.

                  18.7     This Agreement has been duly executed and delivered
                           by Roadhouse and constitutes the valid and legally
                           binding obligation of Roadhouse, enforceable in
                           accordance with its terms.

                  18.8     Except as set forth on SCHEDULE XIV attached hereto,
                           Roadhouse is not in default beyond any grace period
                           under any agreement with any creditor for borrowed
                           money if the effect of such default is to cause
                           Roadhouse's obligations which are the subject thereof
                           to become due prior to its maturity date or prior to
                           its regularly scheduled date of payment, Roadhouse
                           has not received any notices from third party
                           creditors of their intent to institute federal
                           bankruptcy proceedings against Roadhouse.

         19.      Contemporaneously herewith, Roadhouse shall pay or reimburse
                  FINOVA for all reasonable costs and expenses incurred by
                  FINOVA, including without limitation the fees and expenses of
                  FINOVA's attorneys, in connection with the transactions set
                  forth herein and the UCC lien search fees currently due in the
                  sum of $939.50.

         20.      On or before 12:00 noon on November 25, 2001, Roadhouse shall
                  deliver a retainer to Baer Marks & Upham in the amount of
                  $25,000.00 for the account of FINOVA's legal fees. In the
                  event actual legal fees incurred exceed the retainer amount,
                  Roadhouse shall pay same immediately on demand by Lender.

         21.      On or before 12:00 noon on November 25, 2001, Roadhouse shall
                  pay to FINOVA certified funds representing a restructuring fee
                  Of $100,000.00 in connection with the loan restructure and
                  this Agreement.

         22.      On or before 12:00 noon on November 25, 2001, Roadhouse shall
                  pay to FINOVA the sum of $159,644.74, representing the total
                  sum of late fees due and owing as of October 23, 2001.

         23.      Roadhouse hereby expressly agrees to execute any additional
                  documentation as may be reasonably requested by FINOVA to
                  secure its interest in the Restaurants, up to the maximum
                  indebtedness under the Loans, promptly upon FINOVA's receipt
                  therefor.

         24.      Upon satisfaction of all terms and conditions set forth
                  herein, FINOVA shall waive any Known Default under the Loan
                  Documents. Roadhouse acknowledges that TIME IS OF THE ESSENCE
                  with respect to all of its obligations under this Agreement.
                  Any failure to satisfy the conditions herein as and when due
                  shall be deemed an Event of Default under the Loan Documents
                  and shall entitle



                                       17

<PAGE>


                  FINOVA to exercise any remedies available to it under this
                  Agreement, the Loan Documents, at law in equity, or otherwise,

         25.      Except as specifically amended herein the Loan Documents shall
                  remain in full force and effect in accordance with their
                  respective terms.

         26.      Except as specifically stated herein, the foregoing does not
                  constitute a waiver of any term, provision, condition,
                  covenant or agreement contained in the Notes or in any of the
                  other Loan Documents, nor shall it (i) operate as a waiver of
                  any right, remedy, power or privilege thereunder, (ii)
                  prejudice or preclude any other or further exercise thereof or
                  the exercise of any right or remedy provided by law or in
                  equity, (iii) prejudice or preclude any other or further
                  exercise of any right or remedy provided by the Loan Documents
                  including without limitation, FINOVA's right to foreclose on
                  the collateral secured by the Loan Documents; (iv) entitle
                  Roadhouse to any other or further notice or demand whatsoever,
                  or (v) in any way modify, change, impair, affect, diminish or
                  release any liability of Roadhouse under or pursuant to any of
                  the Loan Documents.

         27.      In the event that this Agreement is not executed and returned
                  by Roadhouse on or before October 25, 2001; or in the event
                  that any of the terms and conditions of this Agreement are not
                  satisfied as set forth herein, WITH TIME BEING OF THE ESSENCE
                  THEREFORE, this Agreement shall be void and of no force and
                  effect and FINOVA shall be entitled to proceed to enforce all
                  rights and remedies granted under the Loan Documents. The
                  parties agree that there shall be no further extension and in
                  the event Roadhouse fails to satisfy the terms and conditions
                  of this Agreement on or before the timeframes set forth
                  herein, FINOVA shall be entitled to accelerate all sums due
                  under the Loans with no further notice to Roadhouse.

         28.      This Agreement shall be construed in accordance with the laws
                  of the state of Arizona.

         29.      ROADHOUSE IRREVOCABLY CONSENTS THAT ANY LEGAL ACTION OR
                  PROCEEDING AGAINST ROADHOUSE UNDER, ARISING OUT OF, OR IN ANY
                  MANNER RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS
                  MAY BE BROUGHT IN ANY STATE COURT OF THE STATE OF ARIZONA
                  LOCATED IN MARICOPA COUNTY OR IN THE UNITED STATES DISTRICT
                  COURT FOR THE DISTRICT OF ARIZONA. ROADHOUSE, BY ITS
                  EXECUTION AND DELIVERY OF THIS AGREEMENT, EXPRESSLY AND
                  IRREVOCABLY CONSENTS AND SUBMITS TO THE PERSONAL JURISDICTION
                  OF ANY OF SUCH COURTS IN ANY SUCH ACTION OR PROCEEDING.
                  ROADHOUSE FURTHER AGREES THAT ANY LEGAL ACTION OR PROCEEDING
                  ROADHOUSE MAY BRING, ARISING OUT OF OR IN ANY MANNER RELATING
                  TO THIS AGREEMENT, THE LOAN AGREEMENT OR THE OTHER LOAN
                  DOCUMENTS, SHALL ONLY BE BROUGHT IN ANY STATE COURT OF THE
                  STATE OF ARIZONA LOCATED IN MARICOPA



                                       18


<PAGE>




                  COUNTY OR IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT
                  OF ARIZONA. ROADHOUSE ALSO IRREVOCABLY CONSENTS TO THE SERVICE
                  OF ANY COMPLAINT, SUMMONS, NOTICE OR OTHER PROCESS RELATING TO
                  SUCH ACTION OR PROCEEDING BY DELIVERY THEREOF TO ROADHOUSE
                  IN THE MANNER PROVIDED FOR NOTICES IN THE LOAN AGREEMENT.
                  ROADHOUSE HEREBY EXPRESSLY AND IRREVOCABLY WAIVES ANY CLAIM OR
                  DEFENSE IN ANY SUCH ACTION OR PROCEEDING BASED ON ANY ALLEGED
                  LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON
                  CONVENIENS OR ANY SIMILAR BASIS. ROADHOUSE SHALL NOT BE
                  ENTITLED IN ANY SUCH ACTION OR PROCEEDING TO ASSERT ANY
                  DEFENSE GIVEN OR ALLOWED UNDER THE LAWS OF ANY STATE OTHER
                  THAN THE STATE OF ARIZONA, UNLESS SUCH DEFENSE IS ALSO GIVEN
                  OR ALLOWED BY THE LAWS OF THE STATE OF ARIZONA. NOTHING HEREIN
                  SHALL AFFECT OR IMPAIR IN ANY MANNER OR TO ANY EXTENT THE
                  RIGHT OF LENDER TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
                  PROCEED AGAINST ROADHOUSE IN ANY OTHER JURISDICTION OR TO
                  SERVE PROCESS IN ANY MANNER PERMITTED BY LAW.

         30.      ROADHOUSE AND FINOVA IRREVOCABLY WAIVE JURY TRIAL AND THE
                  RIGHT THERETO IN ANY AND ALL DISPUTES INVOLVING EITHER OF THEM
                  OR THEIR RESPECTIVE PARENTS, AFFILIATES OR RELATED ENTITIES OR
                  ANY OFFICER, DIRECTOR, SHAREHOLDER, MEMBER, ATTORNEY OR
                  PARTNER OR ANY OF THEM, WHETHER HEREUNDER OR UNDER ANY OTHER
                  LOAN DOCUMENTS HERETOFORE OR HEREAFTER EXECUTED. THIS WAIVER
                  SHALL BE DEEMED A COVENANT ENFORCEABLE INDEPENDENTLY OF ALL
                  OTHER PROVISIONS OF THIS AGREEMENT,


                    (Remainder of Page Intentionally Blank)



                                       19

<PAGE>
         IN WITNESS WHEREOF, the parties have duly signed this Agreement this
26th day of October, 2001

                                       FINOVA CAPITAL CORPORATION



                                       By: /s/ Bernice H. Carr
                                           -------------------------------------
                                           Name:  Bernice H. Carr
                                           Title: Vice President
                                                  Contract Administration



                                       ROADHOUSE GRILL, INC.




                                       By: /s/ Ayman Sabi
                                           -------------------------------------
                                           Name:  Ayman Sabi
                                           Title: President




                                       20


<PAGE>




                                   SCHEDULE I

                            THE FLORIDA RESTAURANTS


1.       1650 Wells Road, Orange Park, Florida; Clay County

2.       9743 Old St. Augustine Road, Jacksonville, Florida; Duval County

3.       8771 College Parkway, Fort Myers, Florida; Lee County

4.       2226 N. Monroe Street, Tallahassee, Florida; Leon County

5.       5051 14th Street W., Bradenton, Florida; Manatee County

6.       2015 S.W. 17th Street, Ocala, Florida; Marion County

7.       4155 W. Vine Street, Kissimmee, Florida; Osceola County

8.       200 Yacht Club Drive, N. Palm Beach, Florida; Palm Beach County

9.       2300 West State Road 434, Longwood, Florida; Seminole County

THE SOUTH CAROLINA RESTAURANTS

1.       215 O'Neal Court, Columbia, South Carolina; Richland County

2.       301 Park Terrace Drive, Columbia, South Carolina; Lexington County

3.       317 Haywood Road, Greenville, South Carolina; Greenville County



                                       21

<PAGE>


                                  SCHEDULE II

                                 1997 MORTGAGES

1.       Mortgage and Security Agreement dated September 8, 1997 and recorded on
         September 17, 1997 at Book 1677, Page 0866 in the Office of the Clerk
         of Clay County, Florida

2.       Mortgage and Security Agreement dated September 8, 1997 and recorded on
         September 17, 1997 at Book 8725, Page 2436-2454 in the Office of the
         Clerk of Duval County, Florida


3.       Mortgage and Security Agreement dated September 8, 1997 and recorded on
         September 16, 1997 at OR Book 866, Page 3054 in the Office of the Clerk
         of Lee County, Florida

4.       Mortgage and Security Agreement dated September 8, 1997 and recorded on
         September 17, 1997 at Book R2049, Page 00990 in the Office of the Clerk
         of Leon County, Florida

5.       Mortgage and Security Agreement dated September 8, 1997 and recorded on
         September 23, 1997 at Book 1530, Page 3085 in the Office of the Clerk
         of Manatee County, Florida

6.       Mortgage and Security Agreement dated September 8, 1997 and recorded on
         September 17, 1997 at Book 2410, Page 139 in the Office of the Clerk
         of Marion County, Florida

7.       Mortgage and Security Agreement dated September 8, 1997 and recorded on
         September 17, 1997 at OR Book 1434, Page. 2214 in the Office of the
         Clerk of Osceola County, Florida

8.       Mortgage and Security Agreement dated September 8, 1997 and recorded on
         September 19, 1997 at OR Book 9994, Page 1618 in the Office of the
         Clerk of Palm Beach County, Florida

9.       Mortgage and Security Agreement dated September 8, 1997 and recorded on
         September 17, 1997 at Book 3298, Page 0601 in the Office of the Clerk
         of Seminole County, Florida

10.      Mortgage and Security Agreement dated September 8, 1997 and recorded on
         September 17, 1997 at Book M2169, Page 316 in the Office of the
         Register of Richland County, South Carolina

11.      Mortgage and Security Agreement dated September 8, 1997 and recorded on
         September 17, 1997 at Book 4332, Page 0335 in the Office of the
         Register of Lexington County, South Carolina

12.      Mortgage and Security Agreement dated September 8, 1997 and recorded on
         September 17, 1997 at Book 2923, Page 0836 in the Office of the
         Register of Greenville County, South Carolina



                                       22


<PAGE>




                                  SCHEDULE III

                                 1998 MORTGAGES

1.       Mortgage and Security Agreement dated June 3, 1998 and recorded on June
         12, 1998 at Book 1725, Page 0169 in the Office of the Clerk of Clay
         County, Florida

2.       Mortgage and Security Agreement dated June 3, 1998 and recorded on June
         15, 1998 at Book 8975, Page 1391-1409 in the Office of the Clerk of
         Duval County, Florida

3.       Mortgage and Security Agreement dated June 3, 1998 and recorded on June
         11, 1998 at OR Book 2972, Page 0506 in the Office of the Clerk of Lee
         County, Florida

4.       Mortgage and Security Agreement dated June 3, 1998 and recorded on June
         12, 1998 at Book R2135, Page 02150 in the office of the Clerk of Leon
         County, Florida

5.       Mortgage and Security Agreement dated June 3, 1998 and recorded on June
         12, 1998 at Book 1557, Page 7165 in the Office of the Clerk, of Manatee
         County, Florida

6.       Mortgage and Security Agreement dated June 3, 1998 and recorded on June
         12, 1998 at Book 2511, Page 1178 in the Office of the Clerk of Marion
         County, Florida

7.       Mortgage and Security Agreement dated June 3, 1998 and recorded on June
         12, 1998 at OR Book 1506, Page 660 in the office of the Clark of
         Osceola County, Florida

8.       Mortgage and Security Agreement dated June 3, 1998 and recorded on June
         12, 1998 at OR Book 10457, Page 1421 in the Office of the Clerk of Palm
         Beach County, Florida

9.       Mortgage and Security Agreement dated June 3, 1998 and recorded on June
         12, 1998 at Book 3442, Page 1792 in the Office of the Clerk of Seminole
         County, Florida



                                       23



<PAGE>


                                   SCHEDULE IV

                              FACILITY D RESTAURANT


1.       2881 South Orange Avenue, Orlando, Florida

2.       1860 Semoran Boulevard, Casselberry, Florida

3.       1752 East 70th Street, Shreveport, Louisiana







                                       24


<PAGE>
                                   SCHEDULE V

                           MODIFICATIONS OF MORTGAGE

1.       Modification of Mortgage and Security Agreement dated April 10, 2001
         recorded on May 9, 2001 at OR Book 12536 Page 1678 in the Office of the
         Clerk of Palm Beach County,

2.       Modification of Mortgage and Security Agreement dated April 10, 2001
         recorded on May 15, 2001 at OR Book 1872 Page 2870 in the Office of the
         Clerk of Osceola County.

3.       Modification of Mortgage and Security Agreement dated April 10, 2001
         recorded on April 19, 2001 at Book 02940 Page 0523 in the Office of the
         Clerk of Marion County,

4.       Modification of Mortgage and Security Agreement dated April 10, 2001
         recorded on April 23, 2001 at Book 1676 Page 6636 in the Office of the
         Clerk of Manatee County.

5.       Modification of Mortgage and Security Agreement dated April 10, 2001
         recorded on April 19, 2001 at Book R2488 Page 00832 in the Office of
         the, Clerk, of Leon County.

6.       Modification of Mortgage and Security Agreement dated April 10, 2001
         and recorded April 19, 2001 at OR Book 03397 Page 4462 in the Office of
         the Clerk of Lee County.

7.       Modification of Mortgage and Security Agreement dated April 10, 2001
         and recorded April 18, 2001 at Book 9956 Pages 2250-2254 in the Office
         of the Clerk of Duval County.

8.       Modification of Mortgage and Security Agreement dated April 10, 2001
         and recorded April 23, 2001 at Book 1932 Page 1115 in the Office of
         the Clerk of Clay County,

9.       Modification of Mortgage and Security Agreement dated April 10, 2001.
         and recorded April 20, 2001 at OR Book 4055 Page 1630 in the Office of
         the Clerk- of Seminole County.




                                       25


<PAGE>

                                  SCHEDULE VI

                              FACILITY A MORTGAGES

1.       Leasehold Deed of Trust and Security Agreement recorded on April 16,
         2001 at Book 5367 Page 716 in the Office of the Chancery Clerk of the
         First Judicial District of Hinds County, Mississippi.

2.       Leasehold Deed to Secure Debt recorded on April 13, 2001 at Book 4833
         Page 204 in the Office of the Clerk of Clayton County, Georgia.

3.       Leasehold Mortgage and Security Agreement recorded on April 12, 2001 at
         OR Book 1330 Pages 918-941 in the Office of the Clerk of Clermont
         County, Ohio,

4.       Mortgage, Security Agreement, Financing Statement and Assignment of
         Rents recorded on April 12, 2001 as Instrument No. 2001026493 in the
         Office of the Clerk of the Circuit Court of Pulaski County, Arkansas.




                                       26


<PAGE>


                                  SCHEDULE VII

                             FACILITY A RESTAURANTS

LEASEHOLD RESTAURANTS


1.       6379 Ridgewood Court Road, Jackson, Mississippi; Hinds County

2.       1869 Mt. Zion Road, Morrow, Georgia; Clayton County

3.       101 Bank Road, Milford, Ohio; Clermont County

FEE SITE

1.       3500 Landers Road, Little Rock, Arkansas; Pulaski County





                                       27


<PAGE>

                                  SCHEDULE VIII

                                FACILITY B NOTES


1.       Promissory Note dated April 29, 2000 in the principal amount of
         $1,195,745.00

2.       Promissory Note dated April 28, 2000 in the principal amount of
         $920,087.00

3.       Promissory Note dated May 5, 2000 in the principal amount of
         $931,591.00

4.       Promissory Note dated May 10, 2000 in the principal amount of
         $1,195,852.00

5.       Promissory Note dated May 15, 2000 in the principal amount of
         $972,023.00

6.       Promissory Note dated August 21, 2000 in the principal amount of
         $828,572.00

7.       Promissory Note dated October 18, 2000 in the principal amount of
         $1,238,600.00

8.       Promissory Note dated October 20, 2000 in the principal amount of
         $1,329,150.00





                                       28

<PAGE>




                                  SCHEDULE IX

                              FACILITY B MORTGAGES

1.       Leasehold Mortgage and Security Agreement recorded on May 1, 2000 at
         Book 14872 Page 0531 in the Office of the Clerk of Monroe County, New
         York.

2.       Leasehold Deed of Trust and Security Agreement recorded on May 1, 2000
         at Book 2269 Page 717 in the Office of the Register of Deeds of
         Buncombe County, North Carolina.


3.       Leasehold Mortgage and Security Agreement recorded an May 5, 2000 at OR
         Book 31 Pages 2609-2631 in the Office of the Clerk of Delaware County,
         Ohio.

4.       Leasehold Mortgage and Security Agreement recorded on May 11, 2000 at
         Book 12880 PAGE 9902 in the Office of the Clerk of Erie County, New
         York.

5.       Leasehold Mortgage and Security Agreement recorded on May 16, 2000 at
         Book 12881 Page 5434 in the OFFICE of the Clerk of Erie County, New
         York.

6.       Leasehold Deed of Trust and Security Agreement recorded on August 21,
         2000 at Book 11513 Page 540-564 in the Office of the Register of Deeds
         of Mecklenburg County, North Carolina.

7.       Deed to Secure Debt recorded on October 19,2000 as Instrument No,
         2000-0140507 at Deed Book 13301 Page 4825 in the Office of the Clerk of
         Superior Court, Cobb County, Georgia.

8.       Deed to Secure Debt recorded on October 23, 2000 at Book 4338 Page 96
         in the Office of the Clerk of Superior Court, Cherokee County, Georgia.





                                       29


<PAGE>




                                   SCHEDULE X

                             FACILITY B RESTAURANTS


1.       830 Jefferson Road, Henrietta, New York; Monroe County

2.       518 Kenilworth Road, Ashville, North Carolina; Buncombe County

3.       8661 Columbus Pike, Lewis Center, Ohio; Delaware County

4.       1980 Niagara Falls Boulevard, Tonawanda, New York; Erie County

5.       3513 South McKinley Parkway, Hamburg, New York; Erie County

6.       2501 Crownpoint Executive Drive, Charlotte, North Caroline; Mecklenburg
         County

7.       2810 East-West Connector, Austell, Georgia

8.       290 Molly Lane, Woodstock, Georgia; Cherokee County






                                       30


<PAGE>
                                  SCHEDULE XI

                    OUTSTANDING PRINCIPAL SUMS OF TERM LOANS



                                                      Prinipal Outstanding
  Loan Number                 Original Amount             [As of 10/25]
  -----------                 ---------------         --------------------

    5788500                    15,000,000.00               13,206,280.57
    5805600                     2,880,000.00                2,197,245.37
    5837301                     1,185,852.00                1,137,941.67
    5837302                     1,195,745.00                1,139,896.77
    5837303                       920,087.00                  877,113.60
    5837304                       9311591.00                  892,993.96
    5837305                       828,572.00                  802,580.96
    5937306                       972,023.00                  932,551.98
    5837307                     1,238,600.00                1,208,988.24
    5837309                     1,329,150.00                1,297,373.42






                                       31



<PAGE>
                                  SCHEDULE X11

                             EXISTING INDEBTEDNESS

Creditor               Principal Loan Amount               Principal Outstanding
--------               ---------------------               ---------------------



            [SEE APPENDIX II ATTACHED HERETO AND MADE A PART HEREOF]






                                       32


<PAGE>
                                 SCHEDULE XIII

                                PAYMENT SCHEDULE

                             Principal Outstanding
   Loan Number                   [As of 10/251             Monthly Installments
   -----------               ---------------------         --------------------

     5788500                     13,206,280.57                  176,083.51
     5805600                      2,197,245.37                   29,296.57
     5837301                      1,137,941.67                   15,172.54
     5837302                      1,139,896.77                   15,198.60
     5837303                        877,113.60                   11,694.83
     5837304                        892,993.96                   11,906.57
     5837305                        802,580.96                   10,701.07
     5837306                        932,551.98                   12,434.01
     5837307                      1,208,988.24                   16,119.82
     5837308                      1,297,373.42                   17,298.29







                                       33

<PAGE>


                                  SCHEDULE XIV

              EXISTING DEFAULTS UNDER THIRD-PARTY LOAN AGREEMENTS

            [SEE APPENDIX II ATTACHED HERETO AND MADE A PART HEREOF]










                                       34