Exhibit 10.1 - Amended and Restated Master Lease

                   AMENDED AND RESTATED MASTER LEASE AGREEMENT

     This AMENDED AND RESTATED MASTER LEASE AGREEMENT (this "Lease") is made and
entered into as of the _21st_ day of December, 1995, by and between BODDIE-NOELL
PROPERTIES, INC., a Delaware corporation, as successor by merger to Boddie-Noell
Restaurant Properties, Inc., having its principal office at 3710 One First Union
Center,   Charlotte,   North  Carolina  28202   ("Lessor"),   and   BODDIE-NOELL
ENTERPRISES, INC., a North Carolina corporation,  having its principal office at
1021 Noell Lane, Rocky Mount, North Carolina 27802 ("Lessee").

                                    RECITALS

     This  Lease  is made and  entered  into  with  reference  to the  following
recitals:

     A. Lessor and Lessee entered into that certain Master Lease Agreement dated
May 1, 1987 (the "Original  Lease"),  covering  certain parcels of real property
and improvements located thereon (the "Leased Properties"), as more particularly
identified on Exhibit A attached  hereto and  incorporated  herein by reference,
for the use and operation by Lessee as Hardee's restaurants.

     B.  Lessor  and Lessee  now  desire to amend and  restate  the terms of the
Original Lease such that as of the date written  above,  this Lease shall wholly
supersede and replace the terms of the Original Lease.

     C. This  Lease  provides  that  additional  Leased  Properties  may be made
subject to the operation and effect of this Lease,  upon execution by the Lessor
and the Lessee of a Lease Supplement  designating each such additional  property
as a Leased Property hereunder.

     D. This Lease is intended to be applicable to each of the individual Leased
Properties whether  identified on Exhibit A or added by a Lease Supplement,  and
to all such properties  collectively,  as if all of the terms of this Lease were
incorporated into each Lease Supplement.

     NOW,  THEREFORE,  in consideration of the foregoing,  and of other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto agree as follows:


                                    ARTICLE I

     1.1 Leased Properties.


     (a)  Subject to the terms and  conditions  hereinafter  set  forth,  Lessor
leases to Lessee,  and Lessee rents from Lessor,  the following  commercial real
property  (collectively,  the "Leased  Properties" and  individually,  a "Leased
Property"):

          (i) the  various  parcels  of land  described  in  Exhibit A  attached
     hereto,  together with any additional parcel of real property  subsequently
     designated  as a  Leased  Property  by  the  parties  pursuant  to a  Lease
     Supplement as provided in this Lease (collectively, the "Land");

          (ii) all buildings,  structures,  and other improvements of every kind
     situated on the Land at the time each such  parcel of Land is made  subject
     to this Lease, together with any and all appurtenances to the Land and such
     improvements,  including,  but not limited to,  sidewalks,  utility  pipes,
     conduits  and lines  (on-site  and  off-site),  parking  areas and roadways
     appurtenant to such buildings (collectively, the "Leased Improvements");

          (iii) all easements, rights and appurtenances relating to the Land and
     Leased Improvements; and

          (iv) all fixtures, including all components thereof, located in, on or
     used in connection with, the Leased  Improvements,  which are hereby deemed
     by the  parties  hereto  to  constitute  real  estate,  together  with  all
     replacements,    modifications,    alterations   and   additions    thereto
     (collectively, the "Fixtures").

     1.2 Term. The initial term of this Lease (the "Primary  Term") shall be for
a fixed term commencing on the  Commencement  Date (as hereinafter  defined) and
ending on December 31, 2007. The Primary Term for any Leased Property designated
in a Lease  Supplement  shall  begin on the date of such  Lease  Supplement  and
expire at the end of the Primary Term or then  current  Extension  Term,  as the
case may be.  Lessee  shall  have the right to extend  this  Lease to the Leased
Properties  as a group,  at  Lessee's  option,  for up to a maximum of three (3)
five-year  renewal  terms from the  expiration of the Primary Term, as set forth
more fully in Article XX.

                                   ARTICLE II

     2.  Definitions.  For all purposes of this Lease:  (i) the terms defined in
this Article have the meanings  assigned to them in this Article and include the
plural as well as the singular;  (ii) all accounting terms not otherwise defined
herein have the meanings assigned to them in accordance with generally  accepted
accounting principles applicable as of the date thereof; (iii) all references in
this instrument to designated  "Article",  "Sections" and other subdivisions are
to the designated  Articles,  Sections and other subdivisions of this Lease; and
(iv) the words  "herein",  "hereof" and  "hereunder"  and other words of similar
import refer to this Lease as a whole and not to any particular Article, Section
or other subdivision:

     Additional Charges: As defined in Section 3.4.

     Affiliate: When used with respect to any corporation,  the term "Affiliate"
shall mean any person who, directly or indirectly,  controls or is controlled by
or is under  common  control  with such  corporation.  For the  purposes of this
definition,   "control"   (including  the  correlative  meanings  of  the  terms
"controlled  by" and "under common control  with"),  as used with respect to any
person,  shall mean the  possession,  directly  or  indirectly,  of the power to
direct or cause the  direction  of the  management  and policies of such person,
through the  ownership  of voting  securities,  partnership  interests  or other
equity interests.

     Alteration: As defined in Section 11.

     Base Rent: As defined in Section 3.1.

     Business Day: Each Monday, Tuesday, Wednesday, Thursday and Friday which is
not a day on which national  banks in the City of Charlotte,  North Carolina are
authorized, or obligated by law or executive order, to be closed for business.

     Commencement Date: May 27, 1987.

     Consolidated  Financials:  For any fiscal year or other accounting  periods
for the Lessee and its  consolidated  subsidiaries,  statements  of earnings and
retained  earnings and of changes in financial  position for such period and for
the period from the beginning of the  respective  fiscal year to the end of such
period and the related balance sheet as at the end of the such period,  together
with  the  notes  thereto,  all  in  reasonable  detail  and  setting  forth  in
comparative form the corresponding  figures for the corresponding  period in the
preceding  fiscal  year,  and prepared in  accordance  with  generally  accepted
accounting principles.

     Default:  Any condition or event which  constitutes or would  constitute an
Event of Default  either  with or without the giving of notice or the passage of
time, or both.

     Event of Default: As defined in Article XVII.

     Extension  Term: Any one or both of the three (3) successive  five (5) year
periods of extension of this Lease as to the Leased  Properties,  as provided in
Article XX.

     Fixtures: As defined in Section 1.1(a)(iv).

     Gross  Sales:  The  gross  aggregate  amount  received  by  Lessee  or  any
sublessee,  franchisee or concessionaire  from all sales or other income derived
from  business  conducted on the Leased  Properties,  less (i) the amount of all
sales tax receipts  and similar tax receipts  which are required to be accounted
for by Lessee to any governmental body or agency; (ii) any amounts received from
sales of  non-food  items  omitted  from the  computation  of gross  sales under
Lessee's  franchise  agreement  with Hardee's  Food Systems,  Inc. and (iii) the
amount of refunds or credits  made by Lessee for items which  already  have been
included in Gross Sales.  Further,  no delivery or  consumption of food shall be
regarded as a sale or included in Gross Sales if there  existed no  intention to
charge  or  collect  for  such  delivery  or  consumption,  as in  the  case  of
promotional meals, charity meals and meals for employees.

     Impositions:  Collectively, all real estate taxes on the Leased Properties,
all ad valorem,  sales and use, single  business,  gross  receipts,  transaction
privilege,  rent or similar  taxes levied or incurred with respect to the Leased
Properties,   or  the  use,  ownership,   and  operation  thereof,   assessments
(including,  without  limitation,  all  assessments  for public  improvements or
benefits,  whether or not commenced or completed within the Term),  water, sewer
or other rents and charges,  excises,  levies,  fees, and all other governmental
charges of any kind or nature  whatsoever,  foreseen of unforeseen,  ordinary or
extraordinary,  in respect of a Leased  Property  and/or the Rent or  Additional
Charges (including all interest and penalties thereon),  or this Lease, which at
any time prior to,  during or in respect of the Term  hereof may be  assessed or
imposed  on or in  respect  of or be a lien  upon  Lessor  or any of the  Leased
Properties  or any part thereof or any rent  therefrom  or any estate,  title or
interest therein.  Nothing contained in this Lease, however,  shall be construed
to require  Lessee to pay (1) any tax imposed on Lessor  based on the net income
of Lessor; (2) any transfer,  or net revenue, tax of Lessor or any other person;
or (3) any tax imposed with respect to the sale,  exchange or other  disposition
by Lessor of any Leased Property or the proceeds  thereof,  except to the extent
that any such tax, assessment,  levy or charge set forth in clause (1) or clause
(2) may be levied,  assessed or imposed as a total or partial  substitute  for a
tax,  assessment,  levy or charge  upon the  Leased  Properties,  the Rent,  the
Additional  Charges or any part of any thereof or interest  therein which Lessee
would otherwise have been required to pay hereunder or except to the extent that
any such tax,  assessment,  levy or charge  constitutes  a lien upon the  Leased
Properties  or any part thereof or any Rent  therefrom  or any estate,  title or
interest therein.

     Insurance Requirements:  All terms of any insurance policy required by this
Lease to be maintained by Lessee and all  requirements of the issuer of any such
policy.

     Land: The various  parcels of land described in Exhibit A hereto,  together
with any additional parcel of real property subsequently  designated as a Leased
Property  by the  parties  pursuant  to a Lease  Supplement  as provided in this
Lease.

     Lease  Supplement:  An instrument  supplementary to this Lease, in the form
attached hereto as Exhibit B but with any modifications or amendments acceptable
to Lessor and Lessee,  which is intended to bring additional  Leased  Properties
within the operation and effect of this Lease.

     Leased Properties: As defined in Article I.

     Legal  Requirements:  All  federal,  state,  county,  municipal  and  other
governmental statutes, laws, rules, orders, regulations,  ordinances, judgments,
decrees  and   injunctions   affecting   either  any  Leased   Property  or  the
construction, use or alteration thereof, whether now or hereafter enacted and in
force, including any which may (i) require repairs, modifications or alterations
in or to any  Leased  Property,  or (ii) in any way limit the use and  enjoyment
thereof,  and all permits,  licenses,  authorizations  and regulations  relating
thereto, and all covenants, agreements,  restrictions and encumbrances contained
in any  instruments,  either  of record or known to  Lessee  (other  than  those
created by Lessor without the consent of Lessee), affecting any Leased Property.

     Lessee's Equipment: As defined in Section 7.2.

     Lessor's  Mortgagee:  Any lender of Lessor,  from time to time, taking as a
security interest, for purposes of securing any loan to Lessor by such lender, a
first lien deed of trust or mortgage on the Leased  Properties and an assignment
of Lessor's interest in this Lease.

     Officer's Certificates:  A certificate of Lessee signed by the President or
any Vice  President or the  Treasurer.  Lessee  shall be bound by all  Officer's
Certificates regardless of the actual authority of the person who executes them.

     Original  Cost: As to each Leased  Property set forth on Exhibit A attached
hereto,   Nine  Hundred   Twenty   Thousand   Sixty-Two   and  No/100s   Dollars
($920,062.00).

     Overdue Rate: On any date, the greater of (i) a rate per annum equal to the
annual  rate on such dated  announced  by  Citibank,  N.A.  as its prime rate of
interest or (ii) 10% per annum.

     Payment Date: Any due date for the payment of an installment of Base Rent.

     Percentage Rent: As defined in Article III.

     Primary Term: As defined in Article I.

     Purchase  Contract:  The Contract  for Purchase and Sale of Property  among
Boddie-Noell Enterprises,  Inc., BNE Realty Partners,  Limited Partnership,  and
Boddie-Noell Restaurant Properties,  Inc. (now known as Boddie-Noell Properties,
Inc. as successor  by merger)  dated April 21, 1987  pursuant to which  Landlord
acquired the Leased Properties, a copy of which is attached hereto as Exhibit C.

     Rent: Collectively, the Base Rent and Percentage Rent.

     Term:  Collectively,  the Primary Term and the Extension  Term(s) of all of
the Leased Properties. The term of this Lease is intended to continue until this
Lease  shall  have  been  terminated   (whether  through   expiration  or  prior
termination).

     Unavoidable Delays: Delays due to strikes, lock-outs,  inability to procure
materials, power failure, acts of God, governmental restrictions,  enemy action,
civil commotion,  fire,  unavoidable casualty or other causes beyond the control
of Lessee,  provided  that lack of funds shall not be deemed a cause  beyond the
control of Lessee.


                                   ARTICLE III

     3.1 Rent.  Lessee will pay to Lessor,  at Lessor's  address set forth under
Article XXXIII, a net rental during the Term, as follows:


     (a) an annual  amount  equal to Four  Million  Five  Hundred  Thousand  and
No/100s ($4,500,000.00) ("Base Rent"). Base Rent shall be payable in consecutive
equal  installments  of Three Hundred  Seventy Five Thousand and No/100s Dollars
($375,000.00)  by the 15th day of each month during the Term (prorated as to any
partial month in the  proportion  that the number of days in such month bears to
thirty (30)); and

     (b) nine and 875/1000 percent (9.875%) of aggregate Gross Sales during each
calendar quarter (or any portion thereof) generated from the operation of all of
the Leased  Properties  taken as a group,  less the Base Rent  payable  for such
calendar quarter ("Percentage  Rent").  Percentage Rent shall be due and payable
fifteen  (15) days  after  the close of each  calendar  quarter,  based  upon an
Officer's Certificate furnished by Lessee to Lessor, setting forth (i) the Gross
Sales for such  quarter for each Leased  Property;  (ii) the amount of Base Rent
for such calendar quarter; and (iii) the computation of the amount of Percentage
Rent.  Notwithstanding  the above,  at the time for payment of  Percentage  Rent
relating to the last calendar  quarter of each calendar year,  Lessor and Lessee
shall  compute  percentage  rent for said calendar year on an annual basis using
the formula set forth in the first  sentence of this Section  3.1(b) except that
the periods used therein  shall be said  calendar  year (the "Annual  Percentage
Rent").  Lessee shall then pay as Percentage Rent for the last calendar  quarter
of each calendar year the difference between the Annual Percentage Rent for such
calendar  year less the  amounts  of  Percentage  Rent  paid by  Lessee  for the
previous three  quarters of said calendar  year. If the Percentage  Rent paid by
Lessee during the previous three calendar  quarters of any calendar year exceeds
the Annual Percentage Rent for said calendar year, Lessee shall receive a credit
against the next  succeeding  payment of Rent due under this Lease in the amount
of such  difference.  The  obligation to pay  Percentage  Rent shall survive the
expiration or earlier termination of the Term.

     3.2 Confirmation of Percentage Rent.  Lessee shall (and shall cause any and
all sublessees to) utilize an accounting system which will accurately record all
Gross  Sales from a Leased  Property,  and  Lessee  shall (and cause any and all
sublessees  to) retain for at least eighteen (18) months after the expiration of
each calendar quarter reasonably  adequate records conforming to such accounting
system and  showing  all Gross Sales for such  quarter  and  enabling  Lessor to
verify all such Gross Sales through standard audit procedures. Lessor shall have
the right, from time to time by its accountants or representatives,  to audit at
Lessee's   corporate   offices  the  information  set  forth  in  the  Officer's
Certificate  for each  Leased  Property  and in  connection  with such audits to
examine  Lessee's (or any sublessee's)  records with respect thereof  (including
but not limited to  supporting  data and sales tax  returns).  If any such audit
discloses a deficiency in the payment of Percentage Rent,  Lessee shall,  within
ten (10) days of notice from Lessor of such deficiency, pay to Lessor the amount
of such  deficiency,  together  with  interest at the Overdue Rate from the date
when said  payment  should  have been made to the date of  payment.  If any such
audit  discloses  that the Gross  Sales for any  Leased  Property  exceed  those
reported  by  Lessee by more  than  three  percent  (3%),  Lessee  shall pay the
reasonable cost of such audit and examination.

     3.3 Payment of Base Rent and Percentage Rent. Lessee shall pay or cause all
Base  Rent to be paid to Lessor in equal  monthly  installments  as set forth in
Section 3.1(a),  to be made on or before the fifteenth (15) day of each calendar
month,  and shall make all payments of Percentage  Rent within fifteen (15) days
after the end of each calendar  quarter.  Rent provided for herein shall be paid
absolutely  net to  Lessor,  so that this Lease  shall  yield to Lessor the full
amount of the total Rent  hereunder,  without  setoff,  deduction,  or reduction
except as expressly  provided in this Lease.  If any installment of Base Rent or
Percentage  Rent shall not be paid within five (5)  Business  Days after its due
date, Lessee will pay Lessor on demand a late charge (to the extent permitted by
law) computed at the lesser of the Overdue Rate or at the maximum rate permitted
by law on the amount of such installment, from the due date for such installment
to the date of payment thereof. Rent shall accrue from the Commencement Date for
all properties  described on Exhibit A. Rent for other properties added by Lease
Supplement shall accrue from the dates of their respective Lease Supplement.

     3.4 Additional  Charges.  In addition to the Base Rent, Lessee will pay and
discharge  as  and  when  due  and  payable  all  other  amounts,   liabilities,
obligations  and  Impositions  which Lessee  assumes or agrees to pay under this
Lease;  unless expressly  provided  otherwise in this Lease, in the event of any
failure  on the  part of  Lessee  to pay any of such  items,  Lessee  will  also
promptly pay and discharge any and every fine, penalty,  interest and cost which
may be added for nonpayment or late payment of such items (the items referred to
above  in  this  Section  are  referred  to  hereinafter   collectively  as  the
"Additional   Charges"),   and  Lessor  shall  have  all  legal,  equitable  and
contractual  rights,  powers and  remedies  provided  either in this Lease or by
statute or otherwise in the case of nonpayment of the  Additional  Charges as in
the case of nonpayment of the Rent. Any late charge  imposed by Lessor  pursuant
to Section 3.3 shall constitute an Additional  Charge  hereunder.  To the extent
that Lessee pays any Additional Charges to Lessor pursuant to any requirement of
this Lease,  Lessee shall be relieved of its  obligation to pay such  Additional
Charges to the entity to which they would otherwise be due.

                                   ARTICLE IV

     4.1 Payment of  Impositions.  Subject to Article XIII relating to permitted
contests,  Lessee will pay or cause to be paid, all Impositions before any fine,
penalty, interest or cost may be added for nonpayment,  such payments to be made
directly to the taxing  authorities  where  feasible,  and will  promptly,  upon
request,  furnish to Lessor  copies of official  receipts or other  satisfactory
proof evidencing such payments. If any such Imposition may, at the option of the
taxpayer, lawfully be paid in installments (whether or not interest shall accrue
on the unpaid balance of such Imposition), Lessee may exercise the option to pay
the same in installments,  and in such event shall pay such installments  during
the Term hereof (subject to Lessee's right of contest pursuant to the provisions
of  Article  XIII) as the same  respectively  become  due and  before  any fine,
penalty,  premium, further interest or cost may be added thereto. Lessee, at its
expense,  shall,  to the extent  permitted by applicable  laws and  regulations,
prepare  and file all  required  tax  returns  and  reports  in  respect  of any
Imposition.  Lessee  shall be entitled to receive any refund due from any taxing
authority  in respect of any  Imposition  previously  paid by Lessee,  unless an
Event of Default  shall have  occurred and be  continuing.  Lessor  shall,  upon
Lessee's request,  provide such data as are maintained by Lessor with respect to
the Leased  Properties as Lessee may require to prepare any required tax returns
and reports. In the event governmental authorities classify any property covered
by this Lease as personal  property,  Lessee shall file all  necessary  personal
property tax returns in the appropriate  jurisdictions,  unless by law Lessor is
required  to file  such  returns.  Lessor  will  provide  Lessee  with  cost and
depreciation records necessary for filing returns for any property so classified
as personal property.  Where Lessor is required by law to file personal property
tax  returns,  Lessee  will  be  provided  with  copies  of  assessment  notices
indicating a value in excess of the reported value in sufficient time for Lessee
to file a protest.  Lessee may, upon notice to Lessor,  at its option and at its
sole cost and expense,  protest,  appeal, or institute such other proceedings as
it may deem  appropriate  to  effect a  reduction  of real  estate  or  personal
property  assessments and Lessor, at Lessee's expense as aforesaid,  shall fully
cooperate  with Lessee in such protest,  appeal,  or other action.  In the event
Lessor makes a payment of any such personal  property taxes,  any statement sent
by Lessor to Lessee for  reimbursement  of  Lessor's  payment  thereof  shall be
accompanied by copies of a bill therefor and payments thereof which identify the
Fixtures with respect to which such payments are made.

     4.2 Notice of Impositions. Lessor shall give prompt notice to Lessee of all
Impositions  payable  by  Lessee  hereunder  of  which  Lessor  at any  time has
knowledge, and shall not pay any Imposition until it has given Lessee reasonable
opportunity to pay same, but Lessor's failure to give any notice shall in no way
diminish Lessee's  obligations  hereunder to pay such Impositions  (exclusive of
interest,  fines or penalties occasioned by Lessor's failure to timely give such
notice).

     4.3  Adjustment  of  Impositions.  Impositions  imposed  in  respect of the
calendar year during which the Term as to a Leased Property  terminates shall be
adjusted and prorated on a daily basis between Lessor and Lessee, whether or not
such  Imposition  is imposed  before or after  such  termination,  and  Lessee's
obligation to pay its pro rata share thereof shall survive such termination.  In
the event an Imposition is in the nature of a special  assessment made against a
Leased Property within the last five (5) years of the Primary Term, or during an
Extension  Term,  for such Leased  Property,  Lessee  shall pay such  assessment
initially,  but Lessor shall reimburse  Lessee at the end of the Primary Term or
such Extension  Term, as the case may be, for the amount of such assessment less
Lessee's share of such assessment,  which shall be determined by multiplying the
amount of such  assessment  by the number of full calendar  months  remaining in
such Primary term or Extension Term after the assessment  divided by sixty (60).
If Lessee thereafter elects to exercise its option for an Extension Term, Lessor
shall  not be  required  to  reimburse  Lessee  for  Lessor's  portion  of  such
assessment.

     4.4  Utility  Charges.  Lessee will pay or cause to be paid all charges for
electricity,  power,  gas, oil, water,  telephone,  sanitary sewer service,  and
other utilities used in or on the Leased Properties during the Term.

                                    ARTICLE V

     5.  Quiet  Enjoyment.  So long as  Lessee  shall  pay all  Rent as the same
becomes due and shall fully comply with all of the terms of this Lease and fully
perform its obligations hereunder, Lessee shall peaceably and quietly have, hold
and enjoy the Leased Properties for the Term hereof,  free of any claim or other
action by Lessor or anyone  claiming by, through or under Lessor.  No failure by
Lessor to comply  with the  foregoing  covenant  shall give  Lessee any right to
cancel or  terminate  this Lease or abate,  reduce or make a  deduction  from or
offset  against the Rent or  Additional  Charges or any other sum payable  under
this Lease,  or to fail to perform  any other  obligation  of Lessee  hereunder.
Notwithstanding  the  foregoing,  Lessee  shall have the right,  by separate and
independent  action,  to pursue any claim it may have against Lessor as a result
of a breach by Lessor  of the  covenant  of quiet  enjoyment  contained  in this
Section.

                                   ARTICLE VI

     6.  No  termination,  Abatement,  Etc.  Except  as  otherwise  specifically
provided in this Lease,  Lessee,  to the fullest extent  permitted by law, shall
remain bound by this Lease in  accordance  with its terms and shall neither take
any action  without the consent of Lessor to modify,  surrender or terminate the
same,  nor  seek  or be  entitled  to any  abatement,  deduction,  deferment  or
reduction  of Rent,  or  set-off  against  such Rent,  nor shall the  respective
obligations  of Lessor and  Lessee be  otherwise  affected  by reason of (a) any
damage to, or destruction or condemnation of, any Leased Property or any portion
thereof from whatever cause, except as expressly provided in this Lease; (b) any
lawful or unlawful  prohibition  of, or  restriction  upon,  Lessee's use of any
Leased Property or any portion thereof,  the  interference  with such use by any
person,  corporation,  partnership or other entity, or by reason of any eviction
by paramount  title; (c) any claim which Lessee has or might have against Lessor
or by reason of any default or breach of any warranty by Lessor under this Lease
or any other agreement  between Lessor and Lessee, or to which Lessor and Lessee
are  parties;  (d)  any  bankruptcy,  insolvency,  reorganization,  composition,
readjustment, liquidation, dissolution, winding up or other proceeding affecting
Lessor or any  assignee or  transferee  of Lessor;  or (e) any other cause other
than a discharge of Lessee from any such obligations as the result of a judicial
decree. Lessee hereby specifically waives all rights arising from any occurrence
whatsoever (i) to modify, surrender or terminate this Lease or quit or surrender
any Leased Property or any portion  thereof;  or (ii) that entitle Lessee to any
abatement,  reduction, suspension or deferment of the Rent or other sums payable
by Lessee hereunder,  except as otherwise  specifically  provided in this Lease.
The obligations of Lessor and Lessee hereunder shall be separate and independent
covenants and  agreements  and the Rent,  Additional  Charges and all other sums
payable by Lessee  hereunder  shall  continue to be payable in all events unless
the  obligation  to pay the same  shall  have been  terminated  pursuant  to the
express  provisions of this Lease or by  termination of this Lease other than by
reason of an Event of Default.  Notwithstanding the foregoing, Lessee shall have
the right, by separate and independent  action,  to pursue any claim it may have
against Lessor.


                                   ARTICLE VII

     7.1 Ownership of the Leased Properties. Lessee acknowledges that the Leased
Properties  are the property of Lessor and that Lessee has only the right to the
exclusive  possession and use of the Leased  Properties during the Term upon the
terms and conditions set forth in this Lease.

     7.2  Lessee's  Equipment.  Lessee  may,  at its  expense,  install,  affix,
assemble  or place  on any  parcels  of the  Land or in or on any of the  Leased
Improvements, and may remove and substitute, any types of machinery,  equipment,
furnishing,  computers or other personal  property owned or leased by Lessee and
used in Lessee's  restaurant  business,  including  signs and  movable  walls or
partitions (collectively, "Lessee's Equipment"). All Lessee's Equipment shall be
and remain the property of Lessee,  provided that any of Lessee's  Equipment not
removed by Lessee within  fifteen (15) days  following the expiration or earlier
termination of this Lease or Lessee's right of possession  (except that the said
15-day  grace  period  shall not apply in the event  that the Lease or  Lessee's
right of possession has terminated  because of an Event of Default) with respect
to any  Leased  Property  shall be  considered  abandoned  by Lessee  and shall,
subject to Section  7.3,  thereafter  belong to Lessor.  All costs and  expenses
incurred  in  removing  Lessee's  Equipment  by Lessee  shall be paid by Lessee.
Lessee will, at its expense,  repair all damage to any Leased Property caused by
the removal by Lessee of Lessee's Equipment.

     7.3 No  Interest  of Lessor in  Lessee's  Equipment.  Lessor  agrees (i) to
acknowledge  in writing to such persons,  at such times and for such purposes as
Lessee may  reasonably  request,  that Lessee's  Equipment is Lessee's  personal
property and not  fixtures,  and that Lessor has no right,  title or interest in
such items and (ii) to give thirty (30) days' written notice of Lessor's  intent
to exercise its rights under Section 7.2 to any person who has properly  filed a
Uniform  Commercial  Code  financing  statement with respect to such property so
that such  person may  exercise  its rights in  Lessee's  Equipment  during such
thirty (30) day period.  Without limiting the foregoing,  in connection with any
purchase,  leasing or financing  transaction  involving or secured by an item of
Lessee's  Equipment,  Lessor  agrees to  acknowledge  in writing to the  seller,
lessor or lender that the  interest(s)  of such  person(s)  in such item are and
shall be superior  to any  interest  that Lessor may have or acquire  therein by
virtue of Landlord's  security  interest  created by this Lease, or by virtue of
any statutory or common law lien or otherwise.

                                  ARTICLE VIII

     8.1 Condition of the Leased  Properties.  Lessee  acknowledges  receipt and
delivery of  possession  of the Leased  Properties  listed on Exhibit A and that
Lessee  has  examined  the  title to and the  condition  of each of such  Leased
Properties  prior  to  the  execution  and  delivery  of  this  Lease  or  Lease
Supplement,  as the case may be,  and has found the same to be in good order and
repair and satisfactory for its purposes hereunder. Lessee is renting the Leased
Properties "as is" in their present condition. Lessee waives any claim or action
against Lessor in respect of the condition of each Leased Property. Lessor makes
no warranty or  representation,  express or implied,  with respect to any Leased
Property  or any part  thereof,  either  as to its  fitness  for use,  design or
condition for any  particular  use or purpose or otherwise,  or as to quality of
the material or workmanship therein, latent or patent, or as to the existence of
any toxic or  hazardous  materials  on or about any  Leased  Property,  it being
agreed that all such risks are to be borne by Lessee.  Lessee  acknowledges that
each Leased Property has been inspected by Lessee and is satisfactory to it.

     8.2 Use of the Leased  Properties.  Lessee  shall use and cause each Leased
Property  to be used for  operating  a Hardee's  restaurant  business  utilizing
substantially  the same menu and  operating  format as required  under  Lessee's
license agreements with Hardee's Food Systems, Inc. (the "License  Agreements"),
for such other uses as may be incidental thereto, and for such other lawful uses
as may be  consented  to in  writing  by  Lessor,  which  consent  shall  not be
unreasonably  withheld.  Lessee  agrees  that it will not  permit  any  unlawful
occupation,  activity,  business or trade to be conducted on any Leased Property
or any use to be made thereof contrary to any applicable  Legal  Requirements or
Insurance  Requirements.  Lessee  shall  not use or  occupy  or  permit a Leased
Property to be used or occupied, nor do or permit anything to be done in or on a
Leased Property or any part thereof,  in a manner that may make it impossible to
obtain  fire or other  insurance  covering  such  Leased  Property  meeting  the
requirements of this Lease, or that will cause or be likely to cause  structural
injury to any of the Leased  Improvements,  or that will  constitute a public or
private nuisance. Lessee shall not be permitted to close the restaurant business
conducted  on a  Leased  Property,  except  (i) as a result  of  damage  to,  or
condemnation of, the Leased Property; (ii) during periods of repair,  renovation
or alteration;  (iii) as otherwise  contemplated  by this Lease; or (iv) for any
reason beyond the reasonable control of Lessee,  such as governmental  action or
changes in zoning or other laws.

     8.3 Covenant Not to Compete.  Lessee covenants that during the term of this
Lease and any extensions or renewals thereof,  Lessee shall not, either directly
or indirectly,  for itself, or through, on behalf of, or in conjunction with any
person, persons,  partnership or corporation own, maintain, engage in, or have a
controlling  interest in, without Lessor's prior written consent,  any operating
non-Hardee's  restaurant  business  offering  the same or similar  products  and
services as offered by the Hardee's restaurants operated by Lessee on the Leased
Properties,  within a  radius  of  one-and-a-half  (1-1/2)  miles of any  Leased
Property hereunder.

     8.4 Covenant Not to Acquire.  Lessee  covenants  and agrees that during the
Primary Term and any  Extension  Terms of this Lease Lessee and its  controlling
shareholders or Affiliates will not acquire, directly or indirectly, ten percent
(10%) or more of the  outstanding  stock of the  Lessor.  Lessee  covenants  and
agrees  that  it will  divest  itself  of such  stock  of the  Lessor  as may be
necessary  to satisfy the  limitations  of this  paragraph,  in the event of the
acquisition  of shares by  shareholders  or  Affiliates  beyond  the  control of
Lessee.

                                   ARTICLE IX

     9.  Compliance  with Legal and Insurance  Requirements,  Instruments,  Etc.
Lessee,  at its  expense,  will (a)  comply  with  all  Legal  Requirements  and
Insurance Requirements in respect of the use, operation, maintenance, repair and
restoration of each Leased Property,  whether or not compliance  therewith shall
require structural  changes in any of the Leased  Improvements or interfere with
the use and enjoyment of a Leased Property; and (b) procure, maintain and comply
with all licenses and other  authorizations  required for the use of each Leased
Property  and for the  operation  and  maintenance  of the  Leased  Improvements
including compliance with the provisions of the License Agreements with Hardee's
Food Systems,  Inc.  with respect to each Leased  Property  (including  Lessee's
obligations to make periodic  improvements  to the Leased  Properties to conform
with design  standards  imposed  under such License  Agreements)  and taking any
action  necessary  to  avoid  a  default  or  termination   under  such  License
Agreements.


                                    ARTICLE X

     10.1 Maintenance and Repair.

     (a) Lessee, at its expense,  will keep each Leased Property and all private
roadways,  sidewalks and curbs appurtenant  thereto and which are under Lessee's
control in good order and repair  (ordinary wear and tear  excepted),  and shall
make all necessary repairs thereto of every kind and nature  whatsoever.  To the
extent  reasonably  achievable,  all such repairs will be at least equivalent in
quality to the original work.  Lessee shall at its expense  maintain each Leased
Property  in good  order and  repair,  reasonable  wear and tear  excepted,  and
maintain and improve each Leased  Property on a basis  consistent  with Lessee's
maintenance  and  improvements  of all  of the  Hardee's  restaurants  owned  or
operated by Lessee and as required by the License  Agreements with Hardee's Food
Systems, Inc. Except as permitted by this Lease, Lessee will not take or omit to
take any action the taking or  omission  of which  might  materially  impair the
value or the usefulness of any Leased Property or any parts thereof.

     (b)  Lessor  shall  under  no   circumstances  be  required  to  build  any
improvements  on any  Leased  Property,  or to make any  repairs,  replacements,
alterations or renewals of any nature or description to a Leased Property, or to
make any  expenditure  whatsoever in connection  with this Lease, or to maintain
any Leased  Property in any way.  Lessee hereby  waives,  to the fullest  extent
permitted by law, the right to make repairs at the expense of Lessor pursuant to
any law in effect on the Commencement Date or thereafter enacted.

     (c) Unless  Lessor  shall  convey any of the  Leased  Properties  to Lessee
pursuant to the provisions of this Lease,  Lessee shall,  upon the expiration or
prior termination of the Term as to a Leased Property, vacate and surrender such
Leased  Property to Lessor in the  condition  in which such Leased  Property was
originally received from Lessor, except as repaired,  rebuilt, restored, altered
or added to as permitted or required by the provisions of this Lease, except for
ordinary wear and tear, and with due consideration being given to the age of the
Leased Improvements at such time.

     10.2  Encroachments,  Restrictions,  Etc. If any of the Leased Improvements
shall, at any time, encroach upon any property,  street or right-of-way adjacent
to a Leased Property, or shall violate the agreements or conditions contained in
any restrictive  covenant or other agreement affecting a Leased Property,  other
than one which is created or consented to by Lessor without Lessee's consent, or
shall impair the rights of others under any easement or  right-of-way to which a
Leased  Property is subject,  other than one which is created or consented to by
Lessor without Lessee's consent,  then promptly upon the request of Lessor or at
the  request of any  person  affected  by any such  encroachment,  violation  or
impairment,  Lessee shall,  at its expense,  subject to its right to contest the
existence of any encroachment,  violation or impairment and in such case, in the
event of an adverse final  determination,  either (i) obtain valid and effective
waivers or settlements  of all claims,  liabilities  and damages  resulting from
each such encroachment,  violation or impairment,  whether the same shall affect
Lessor or Lessee; or (ii) make such changes in the Leased  Improvements and take
such other actions as shall be necessary to remove such  encroachment and to end
such violation or impairment,  including, if necessary, the alteration of any of
the Leased  Improvements.  Any such alteration  shall be made in conformity with
the requirements of Article XI.

                                   ARTICLE XI

     11. Alterations,  Substitutions and Replacements.  Lessee, at its sole cost
and  expense,  may at any time and from  time to time  make  alterations  to the
Leased Properties or any part thereof and substitutions and replacements for the
same  (collectively,  "Alterations"),  provided that (a) the market value of the
affected  Leased  Property  shall not be  reduced  or its  structural  integrity
adversely  affected;  (b) the work shall be done expeditiously and in a good and
workmanlike  manner;  (c) the plans and specifications for any single alteration
with  an  estimated  cost  in  excess  of Two  Hundred  Fifty  Thousand  Dollars
($250,000)  shall be  approved  in writing by Lessor,  such  approval  not to be
unreasonably  withheld;  provided,  however,  that if the Lessee  shall not have
received either approval or rejection,  or conditions for such approval,  of any
such plans and specifications within thirty (30) days after delivery of the same
to Lessor,  such plans and specifications  shall be conclusively deemed approved
for all  purposes  hereof;  (d)  Lessee  shall  comply  with  any and all  Legal
Requirements and Insurance  Requirements  applicable to the work; and (e) Lessee
shall  promptly  pay all  costs and  expenses  and  discharge  any and all liens
arising in respect of the work.

         7 Until the  expiration  or earlier  termination  of this Lease as to a
Leased  Property,  beneficial  title to and ownership of any Alterations to such
Leased Property shall remain solely in Lessee and Lessee alone shall be entitled
to deduct all  depreciation and amortization on Lessee's income tax returns with
respect to such Alterations.  Upon the expiration of earlier termination of this
Lease as to such Property,  such Alterations shall revert to, pass to and become
the property of the Lessor.

                                   ARTICLE XII

     12. Liens.  Subject to Article XIII relating to contests,  Lessee shall not
directly or indirectly create or allow to remain, and will promptly discharge at
its expense,  any lien,  encumbrance,  attachment,  title retention agreement or
claim upon any Leased Property or any attachment,  levy, claim or encumbrance in
respect  of the Rent or  Additional  Charges  provided  under  this  Lease,  not
including, however, (a) this Lease; (b) utility easements and road rights-of-way
in the customary form (i) provided the same do not adversely affect the intended
use of the Leased Properties  (including the Improvements) and do not materially
adversely affect the value of the Leased  Properties or (ii) which result solely
from the  action  or  inaction  of  Lessor;  (c)  zoning  and  building  laws or
ordinances,  provided they do not prohibit the use of the Leased  Properties for
commercial  restaurant  purposes  and so long as the  Leased  Properties  are in
compliance with same; (d) such encumbrances as are subsequently  consented to in
writing by Lessor or result  solely from the action or  inaction of Lessor,  but
excluding liens in respect of Impositions required to be paid under Section 4.1;
(e) liens for  Impositions or for sums resulting from  noncompliance  with Legal
Requirements  so long as (1) the same are not yet payable or are payable without
the  addition of any fine or penalty,  or (2) such liens are being  contested as
permitted by Article XIII;  and (f) liens of mechanics,  laborers,  materialmen,
suppliers or vendors for sums either disputed or not yet due,  provided that (1)
the payment of such sums shall not be postponed under any contract for more than
sixty  (60) days after the  completion  of the work,  services  or  delivery  of
supplies  giving rise to such lien,  (2) adequate  reserves shall have been made
for the payment thereof,  and (3) such liens shall in any event be discharged by
bonding or otherwise within fifteen (15) days after the same have been filed.


                                  ARTICLE XIII

     13. Permitted  Contests.  Lessee, on its own or on Lessor's behalf,  but at
Lessee's sole cost and expense,  may contest,  by appropriate  legal proceedings
conducted  in good  faith  and with  due  diligence,  the  amount,  validity  or
application,  in whole or in part, of any Imposition or any Legal Requirement or
Insurance Requirement or any lien, attachment,  levy, encumbrance,  or claim not
otherwise permitted by Article XII, and Lessor agrees not to itself pay any such
item,  provided that (a) the  commencement  and continuation of such proceedings
shall suspend the collection  thereof from Lessor and any assignee of Lessor and
from  the  affected  Leased  Properties;  (b) no  part  of the  affected  Leased
Properties  nor any Rent  therefrom  would be in any  immediate  danger of being
sold,  forfeited,  attached  or lost;  (c) in the  case of a Legal  Requirement,
Lessor would not be in any immediate  danger of civil or criminal  liability for
failure to comply therewith  pending the outcome of such  proceedings;  (d) such
contest shall not interfere  with the use and occupancy of any Leased  Property;
and (e) in the  event  that any such  contest  shall  involve  a sum of money or
potential loss in excess of fifty thousand dollars  ($50,000),  the Lessee shall
deliver to Lessor an  Officer's  Certificate  to the effect set forth in clauses
(a), (b), (c) and (d), and Lessee shall give such reasonable  security as may be
demanded  by Lessor to ensure  ultimate  payment of the same and to prevent  any
sale or  forfeiture  of the affected  Leased  Property.  If Lessee  contests any
Insurance  Requirement;  Lessee shall nonetheless maintain the coverage required
by Article XIV during the  pendency  of any such  contest.  Lessor,  at Lessee's
expense,  shall  execute  and deliver to Lessee  such  authorizations  and other
documents as may  reasonably  be required in any such contest and, if reasonably
required by Lessee or if Lessor so desires,  Lessor shall or may join as a party
therein.  Lessee shall  indemnify and save Lessor  harmless from and against any
liability,  cost or  expense  of any kind  that may be  imposed  upon  Lessor in
connection with any such contest and any loss resulting therefrom.


                                   ARTICLE XIV

     14.1 Insurance. Lessee agrees to maintain at all times and at its sole cost
and expense insurance  covering each Leased Property as follows:  (a) fire, with
extended coverage (including windstorm and subsidence),  vandalism and malicious
mischief  endorsements  and  insurance  against such other risks as Lessee deems
prudent,  such  insurance to be in each case in an amount not less than the full
insurable value (actual  replacement  cost to reconstruct in accordance with all
then applicable laws, ordinances, codes and regulations,  less the costs of land
excavation, foundations and footings) of each Leased Property; (b) comprehensive
liability  insurance as to each Leased  Property in amounts equal to the greater
of (i) One Million  dollars  ($1,000,000)  for each  occurrence  and One Million
dollars  ($1,000,000)  in the  aggregate,  and  (ii)  the  limits  of  liability
generally  required  under the  License  Agreements  with  respect to the Leased
Properties  between  Lessee  and  Hardee's  Food  Systems,  Inc.;  (c)  workers'
compensation  insurance  as  required by statute in respect of any work or other
operations on or about each Leased  Property;  (d) flood  insurance in an amount
equal to the full  insurable  value (as  defined  in clause  (a)  above) of each
Leased  Property or the maximum  amount  available,  whichever  is less,  if any
Leased  Property  is located  in a  designated  flood  hazard  area or  Lessor's
Mortgagee  is  required  by law or  regulation  to  require  or  maintain  flood
insurance  with  respect to any Leased  Property;  (e) upon  request  and to the
extent available at reasonable cost,  earthquake insurance in an amount not less
than the full  insurable  value (as  defined in clause (a) above) of each Leased
Property;  (f) commercial  comprehensive  catastrophic  liability insurance with
limits of  liability  of not less than the  greater of (i) Thirty  Five  Million
dollars  ($35,000,000) and (ii) the limits of liability generally required under
the License  Agreements with respect to the Leased Properties between Lessee and
Hardee's  Food  Systems,Inc.;  and (g)  during  the  period  when any  addition,
alteration, construction,  installation or demolition is being made or performed
to any part of the Leased Improvements,  contingent liability, public liability,
completed value,  builder's risk (non-reporting form), workers' compensation and
other  insurance as is deemed prudent by Lessee.  Deductible  provisions for the
insurance  required  under clause (a) shall not exceed ten thousand  dollars per
location per occurrence and one hundred  thousand dollars  ($100,000)  aggregate
per occurrence;  under clause (b), one hundred fifty thousand dollars ($150,000)
per  occurrence;   under  clause  (d),  fifty  thousand  dollars  ($50,000)  per
occurrence  except  that if  federal  flood  insurance  is  available  then such
deductible  shall not be  greater  than the  lowest  deductible  available  with
respect to such federal  flood  insurance;  under clause (f), one hundred  fifty
thousand dollars  ($150,000) per occurrence;  and under clause (g), ten thousand
dollars ($10,000) per occurrence. Lessee may effect all coverage required herein
under its blanket  insurance  policies,  if available  thereunder,  and all such
policies  shall  be  written  by  companies   presently  or  hereafter  insuring
substantially all of the properties of Lessee;  provided,  however,  that in the
case of  insurance  under  clause  (d),  such  insurance  must be written on the
federal flood insurance  program if available for such Leased Property up to the
maximum amount  available  under the federal flood insurance  program;  provided
further, however, that any policy of blanket insurance hereunder shall comply in
all respects  with the other  provisions  of this Article XIV,  except that such
policies need not provide for a minimum  reserved amount of insurance  allocated
to any given Leased Property. Unless otherwise approved by Lessor such insurance
shall be  written by an  insurance  company  (i) having a Bests'  policyholder's
rating of A or better; (ii) in the Bests' Class XII financial size category; and
(iii)  authorized  to do  insurance  business  in the states in which the Leased
Properties are located, if so required by law.

     14.2 Policy Provisions and Certificates. The insurance maintained by Lessee
under  clauses (a), (b), (d), (e), (f) and (g) of Section 14.1 shall name Lessor
and Lessor's Mortgagee, if any, as an additional insured and in the case of (a),
(d), (e) and (g), Lessor and Lessee as their respective interests may appear, as
loss  payees,  provided,  however,  that if there is then a Lessor's  Mortgagee,
Lessor's Mortgagee shall be named as loss payee pursuant to a standard mortgagee
and lender loss payable clause. The insurance maintained by Lessee under clauses
(a), (d),  (e), and (g) of Section 14.1 shall  provide that all property  losses
insured  against  shall be adjusted by Lessee  (subject to Lessor's  approval of
final settlement of estimated losses of ten thousand dollars ($10,000) or more).
All insurance  maintained by Lessee shall  provide that (a) no  cancellation  or
reduction  thereof  shall be  effective  until at least  thirty  (30) days after
mailing Lessor, and Lessor's  Mortgagee if any, written notice thereof;  and (b)
all losses shall be payable  notwithstanding  any act or negligence of Lessor or
Lessee  or their  respective  agents  or  employees  which  might,  absent  such
agreement,  result in a forfeiture of all or part of such insurance  payment and
notwithstanding  (i) the  occupation or use of any Leased  Property for purposes
more hazardous than permitted by the terms of such policy, or (ii) any change in
title or  ownership  of any Leased  Property or any part  thereof.  Lessee will,
within  fifteen (15) days after the date hereof,  furnish to Lessor and Lessor's
Mortgagee,  if any,  certificates for the insurance required by Section 14.1(b),
(c) and (f) and evidence of insurance on the Acord 27 form (or  equivalent)  for
insurance under (a), (d), (e) and (g), and upon request  certified copies of all
policies required  hereunder,  and not less than thirty (30) days evidencing the
replacement or renewal thereof.

     14.3  Subrogation.  In  respect  of any real,  personal  or other  property
located  in, at or upon each  Leased  Property,  and in respect  of each  Leased
Property itself, Lessee and Lessor each hereby releases, to the extent permitted
by law, the other from any and all liability or  responsibility  to the other or
anyone  claiming by,  through or under either party,  by way of  subrogation  or
otherwise,  for any loss or damage caused by fire or any other casualty  whether
or not such  fire or other  casualty  shall  have  been  caused  by the fault or
negligence of either party or anyone for whom said person may be responsible. If
available,  Lessee shall require its fire,  extended coverage and other casualty
insurance  carriers  to include  in  Lessee's  policies a clause or  endorsement
whereby the insurer waives any rights of subrogation against Lessor.

     14.4  Other  Insurance.  Lessee  shall  not  take  out  separate  insurance
concurrent  in form or  contributing  in the event of loss with that required by
this Article XIV to be furnished by Lessee unless Lessor and Lessor's Mortgagee,
if any, are included  therein as a named insured as their  interests may appear,
with loss payable as provided in this Article and such separate  insurance  does
not have the effect of impairing  collection  from the insurance  required to be
maintained under Section 14.1. Lessee shall  immediately  notify Lessor whenever
any such  separate  insurance  is taken  out and  shall  deliver  the  policy or
policies or duplicates thereof, or certificates  evidencing the same as provided
in this Article.

                                   ARTICLE XV

     15.1 Notice of Taking;  Condemnation Awards. In case Lessee receives notice
of a proposed taking, by eminent domain or otherwise,  by a public authority, of
a Leased Property, or any interest therein,  Lessee shall give notice thereof to
Lessor within ten (10) days of the receipt of notice of such proposed taking. If
Lessor shall be advised by the condemning authority of a proposed taking, Lessor
shall within ten (10) days thereafter give notice thereof to Lessee.

     In case of a taking of an entire Leased  Property  which Lessee  reasonably
expects to be  permanent  or beyond the  remainder  of the  Primary  Term or the
Extension  Term(s) for which Lessee has committed  hereunder to renew this Lease
as to such  Leased  Property  (a  "Long-Term  Taking"),  (i)  this  Lease  shall
terminate with respect to the affected  Leased  Property on the day prior to the
earlier of the taking of  possession  by, or the vesting of title in, the public
authority  (the  "Condemnation  Date")  and  thereafter  the Base Rent  shall be
proportionately reduced, (ii) Lessor shall be entitled to all awards or payments
by the public  authority on account of the taking that are  attributable  to the
Leased Properties,  including the Land,  Fixtures and Leased  Improvements,  and
(iii) Lessee hereby authorizes Lessor in the name of Lessee or otherwise to file
and prosecute any claims for such award or payment.

     In case of a taking of an entire Leased  Property  which Lessee  reasonably
expects is for a period of greater than one hundred eighty (180) days, but not a
Long-Term  Taking,  Lessee may terminate  this Lease with respect to such Leased
Property  by  giving  Lessor  notice  of  termination  within  thirty  (30) days
following the Condemnation Date, in which event this Lease shall terminate as to
such  Leased  Property  as  of  the  Payment  Date  immediately  following  such
Condemnation  Date,  and  thereafter  the Base  Rent  shall  be  proportionately
reduced.  Any  award  on  account  of such  taking  attributable  to the  Leased
Properties, including the Land, Fixtures and Leased Improvements shall belong to
Lessor. If Lessee does not so terminate this Lease, this Lease shall continue in
effect with respect to such Leased  Property  and Lessee  shall  continue to pay
Rent during the period of taking;  provided, that if the performance of any term
hereof (other than the payment of Rent,  maintenance of insurance and payment of
Impositions and other Additional Charges) is rendered impossible by such taking,
Lessee shall be excused from such performance.

     If a  portion  of a Leased  Property  is taken  for a  period  that  Lessee
reasonably  expects to be permanent or to  constitute a Long-Term  Taking or for
more than one hundred eighty (180) days and, as a result, in Lessee's reasonable
judgment the  potential  profitability  of the  restaurant  operated  thereon is
substantially  adversely  affected  for the period of the taking by such partial
taking,  Lessee may terminate this Lease with respect to such Leased Property by
giving Lessor written  notice of  termination  within twenty (20) days following
the  Condemnation  Date,  in which event this Lease shall  terminate  as to such
Leased Property as of the Payment Date immediately  following such  Condemnation
Date and thereafter the Base Rent shall be  proportionately  reduced.  Following
such payment,  any condemnation award shall belong to Lessor. If Lessee does not
so terminate  this Lease (i) this Lease shall continue in effect with respect to
the portion of the Leased  Property not condemned;  (ii) the Base Rent shall not
be reduced;  (iii) Lessee shall,  at its own expense and as soon as  practicable
(subject to Unavoidable  Delays),  perform or cause to be performed such work as
is required to make a complete architectural unit of the remainder of the Leased
Property;  and (iv) any condemnation  award shall belong to Lessee to the extent
such award does not exceed the cost of such repairs and the proportionate amount
of Base Rent payable with  respect to the Leased  Property  during the repair or
reconstruction  period,  with the  balance of the award,  if any,  to be paid to
Lessor. For purposes of determining  Percentage Rent, if such Leased Property is
closed for repair or  reconstruction  for more than sixty (60) consecutive days,
then on the  sixty-first  (61st) day and  continuing  until the day on which the
Leased Property is reopened,  the closed Leased Property shall be deemed to have
Gross Sales during such period equal to the average Gross Sales of the remaining
operating Leased Properties.

     Notwithstanding  anything to the contrary in this Section  15.1, so long as
no Default shall exist hereunder,  Lessee shall be entitled to submit a claim to
a  condemning  authority  for loss of profit,  relocation  expenses or damage to
Lessee's  Equipment  resulting  from a taking  and  Lessee  may  retain any such
separate award applicable  thereto.  For the purposes of this Lease, all amounts
paid pursuant to any agreement  with any  condemning  authority in settlement of
any condemnation or other eminent domain proceeding  affecting a Leased Property
shall be deemed to  constitute an award made in such  proceeding  whether or not
the same shall have actually been commenced.

     15.2 Taking Other Than Long-Term  Taking.  In case of a temporary taking of
all or a portion of a Leased  Property  for a period not longer than one hundred
eighty (180) days, and which does not constitute a Long-Term Taking, there shall
be no termination,  cancellation or modification of this Lease, and Lessee shall
continue  to  perform  and comply  with  (except  as such  performance  and such
compliance  may be  rendered  impossible  by reason of such  taking)  all of its
obligations under this Lease and shall in no event be relieved of its obligation
to pay punctually all Rent and other charges payable hereunder.  For purposes of
determining  Percentage  Rent,  if such Leased  Property is closed for repair or
reconstruction   for  more  than  sixty  (60)  consecutive  days,  then  on  the
sixty-first (61st) day and continuing until the day on which the Leased Property
is  reopened,  the closed  Leased  Property  shall be deemed to have Gross Sales
during such period equal to the average Gross Sales of the  remaining  operating
Leased  Properties.  Lessor  shall pay to Lessee the net awards  received  by it
(whether by way of damages, rent or otherwise) by reason of such taking.

     15.3 Damage or Destruction; Repair or Replacement. In case of any damage or
loss to a Leased  Property which is not a Material Loss (as defined  below),  or
which is a Material Loss but as to which this Lease is not  terminated  pursuant
to this  Section  15.3,  Lessee  will,  at its  expense,  promptly  commence and
complete with due diligence (subject to Unavoidable  Delays) the replacement and
repair of the  affected  Leased  Property  in order to  restore  it as nearly as
practicable to the value and condition thereof immediately prior to such damage,
destruction or loss,  whether or not the insurance  proceeds shall be sufficient
for such purpose.  Insurance proceeds available for such purpose shall be placed
in an escrow account at a bank or other financial institution selected by Lessee
and reasonably  satisfactory  to Lessor.  Such funds shall be paid by the escrow
agent to Lessee (or as Lessee  may  direct),  from time to time as the  affected
Leased  Property is replaced or repaired,  in amounts  equal to the cost of such
replacement  and  repair,  upon  delivery  to the escrow  agent of an  Officer's
Certificate certifying, in each case, the amount to be paid (which may represent
amounts  theretofore  paid by  Lessee in the  effectuation  of such  repairs  or
replacements  and not reimbursed  hereunder or amounts due and payable by Lessee
therefor,  or both).  Upon completion of  construction,  Lessee shall deliver to
Lessor  (i)  if  required  by  law  for  occupancy,   a  copy  of  a  permanent,
unconditional  certificate of occupancy for the affected  Leased  Property;  and
(ii) an Officer's  Certificate  certifying  to the  completion  of the repair or
replacement of the affected Leased Property,  the payment of the cost thereof in
full,  and the amount of such cost,  and upon  receipt of such  certificates  by
Lessor,  any balance of such insurance  proceeds  (including any interest earned
thereon)  required to be applied to reimburse Lessee for such restoration  shall
be paid over to  Lessee,and  the balance,  if any,  shall be retained by Lessor.
Notwithstanding the foregoing, if an Event of Default shall have occurred and be
continuing  at the time of Lessor's or  Lessee's  receipt of any such  insurance
proceeds,  any proceeds  received by Lessee shall be paid over to Lessor and all
insurance  proceeds shall be held by Lessor and applied in the manner  specified
in Article XVII hereof.

     During the period of replacement  and repair of a damaged  Leased  Property
under this Section 15.3,  Lessee's  obligation  to  punctually  pay all Rent and
other charges required under this Lease shall continue notwithstanding that such
Leased  Property  may be  closed  for  business.  For  purposes  of  determining
Percentage Rent, if such Leased Property is closed for replacement or repair for
more than sixty (60)  consecutive  days, then on the sixty-first  (61st) day and
continuing  until the day on which the Leased Property is reopened,  the damaged
Leased  Property shall be deemed to have Gross Sales during such period equal to
the average Gross Sales of the remaining operating Leased Properties.

     When loss or damage occurs which, in Lessee's reasonable judgment,  renders
an affected Leased Property unfit for occupancy by Lessee to carry on its normal
business  activities  for a period  exceeding  one hundred  eighty (180) days (a
"Material  Loss"),  Lessee shall  notify  Lessor,  by an Officer's  Certificate,
within ten (10) days following  such  occurrence and either Lessor or Lessee may
terminate this Lease as to that Leased Property by giving the other party notice
of  termination  within sixty (60) days  following the date of the occurrence of
such Material Loss, in which event this Lease shall  terminate as of the Payment
Date specified in such notice of termination  and thereafter  Base Rent shall be
proportionately reduced. Upon such termination, all insurance proceeds available
as a result of the Material Loss shall be paid and belong to Lessor,  and Lessee
shall pay Lessor the amount of any  deductible  under the  applicable  insurance
policy  providing  such  proceeds.  In any other event,  such proceeds  shall be
applied  in the  manner  hereinabove  set forth in the first  paragraph  of this
Section 15.3.

     15.4  Voluntary  Repair or  Remodeling.  In the event a Leased  Property is
closed for business for any reason other than pursuant to Sections 15.1, 15.2 or
15.3,  then  during  the  period in which  such  Leased  Property  is closed for
business,  Lessee's  obligation  to  punctually  pay all Rent and other  charges
required under this Lease shall continue. For purposes of determining Percentage
Rent,  if such Leased  Property  is closed for more than sixty (60)  consecutive
days, then on the sixty-first  (61st) day and continuing  until the day on which
the Leased  Property is reopened,  the closed Leased Property shall be deemed to
have Gross  Sales  during such  period  equal to the average  Gross Sales of the
remaining operating Leased Properties.


                                   ARTICLE XVI


     16. Economic Abandonment; Substitution or Purchase of Property.


     (a) If, at any time during the Term hereof,  in the good faith  judgment of
Lessee, a Leased Property becomes uneconomic or unsuitable for Lessee's then use
and  occupancy  (an  "Uneconomic  Property"),  Lessee  shall  have the  right to
terminate this Lease with regard to such Uneconomic Property,  provided that (i)
at the time  such  discontinuance  is  sought  no Event of  Default  shall  have
occurred and be continuing;  and (ii) Lessee must intend to  discontinue  use of
the  Uneconomic  Property as a restaurant  by Lessee or any Affiliate of Lessee,
for a period of at least one year after the termination of this Lease as to such
Uneconomic Property.  Lessee shall signify its election to exercise its right of
termination by giving notice of such election to Lessor. Such notice shall cause
Lessor and Lessee to follow the  procedures set forth in this Article XVI, which
procedures  must be followed by Lessee as a precondition  to the  termination of
this Lease as to any Uneconomic Property (provided, however, that after December
31, 2007,  Lessee may also elect to follow the  procedures  set forth in Article
XXIII).

     (b) In the event Lessee elects to exercise its right of  termination  as to
an Uneconomic Property,  Lessee shall present to Lessor information regarding at
least three (3) potential  substitute  properties operated by Lessee as Hardee's
restaurants.  Unless  Lessor  otherwise  specifies,  such  information  shall be
substantially similar to the type of information specified in paragraph 5 of the
Purchase  Contract.  Each  substitute  site shall have  average  Gross Sales (as
defined in Article II hereof) for the preceding thirty six (36) month period, of
at least ninety percent (90%) of the average Gross Sales per Leased  Property of
all of the Leased  Properties for the preceding thirty six (36) month period but
not less  than the  average  Gross  Sales of the  Uneconomic  Property  for such
period.  Lessor  shall  have a  period  of  thirty  (30)  days  from the date of
presentation of the third potential substitute property,  within which to review
such  information  and either accept any one of, or reject all of, the potential
substitute  properties so  presented.  If Lessor  accepts a proposed  substitute
property (a "Substitute Property"),  then the parties shall follow substantially
the same  procedures  set  forth in the  Purchase  Contract  to the  extent  not
inconsistent herewith,  except that the consideration to be paid by Lessor shall
consist solely of the conveyance of the Uneconomic  Property to Lessee free from
any liens,  encumbrances,  claims or  assessments.  Upon execution by Lessor and
Lessee  of a Lease  Supplement  applicable  to such  Substitute  Property,  such
Substitute  Property  shall become a Leased  Property  and such Leased  Property
shall,  for the purposes of the Lease,  be deemed to have an Original Cost equal
to the Original Cost of the Uneconomic Property,  and this Lease shall terminate
as to the Uneconomic Property.

     If Lessor rejects all of the substitute  properties proffered by Lessee and
Lessor and Lessee are not otherwise able to agree on a Substitute Property, then
Lessee  shall  nonetheless  have the  right to  terminate  this  Lease as to the
Uneconomic  Property  upon notice to Lessor,  provided  that such notice must be
accompanied  by a written  offer to purchase the  Uneconomic  Property at a cash
price equal to the greater of (i) the Original Cost of such Uneconomic  Property
or (ii) the Fair  Market  Value (as  defined  in  Section  16(d)  below) of such
Uneconomic Property. Any such notice of intent to purchase shall be given within
thirty (30) days  following the  expiration of the thirty (30) day review period
set forth above for review of potential substitute  properties and shall specify
as the  proposed  purchase  date a date  which is  between  ninety  (90) and one
hundred twenty (120) days after such notice.  If Lessor does not accept Lessee's
offer to purchase such  Uneconomic  Property by a date which is thirty (30) days
prior to such proposed purchase date, then this Lease shall terminate as to such
Uneconomic  Property  as of such  proposed  purchase  date.  If  Lessor  accepts
Lessee's  offer  to  purchase  such  Uneconomic  Property,  such  sale  shall be
consummated on such proposed  purchase date and this Lease shall terminate as to
such Uneconomic  Property on the date of sale. Upon the termination of the Lease
as to such Uneconomic Property, the Base Rent shall be proportionately  reduced.
Notwithstanding  anything  above to the contrary,  the exercise by Lessee of its
rights  under this  Section  16(b) shall not have a material  adverse  affect on
Lessor  relative  to any  outstanding  loan Lessor may have,  including  without
limitation, the imposition of prepayment penalties, causing an event of default,
or triggering an acceleration.

     (c) From and after the date of substitution, for all purposes of this Lease
Gross Sales for the  Substitute  Property  for any  calendar  quarter  after the
quarter in which the  substitution  occurs  shall be deemed to be the greater of
(A) the actual Gross Sales of such Substitute Property, or (b) the average Gross
Sales per  calendar  quarter of the  Uneconomic  Property for the last four full
calendar  quarters of its  operation.  The Term as to such  Substitute  Property
shall  be  identical  to  the  Term  for  the  Uneconomic  Property,  as  if  no
substitution occurred.

     (d) "Fair Market Value" for the purposes of Articles XVI and XXIII shall be
deemed to be the value agreed to by Lessor and Lessee, or,in the absence of such
agreement,  the  median  (i.e.,  the  middle)  of  those  values  determined  in
accordance  with  Article  XXXIV,  provided,  however,  that if two of the three
appraisers thereunder agree on a value, such value shall govern. Notwithstanding
the  foregoing,  with  respect to a  determination  of Fair  Market  Value of an
Uneconomic  Property,  Fair Market Value shall be computed without regard to any
encumbrance  which Lessor or Lessee is, or will be,  required to remove pursuant
to any  provision of this Lease,  but taking into account any other  encumbrance
created by, through or under Lessor.

     (e) Lessee shall bear all out of pocket costs and expenses associated with,
required  by,  or  incidental  to (i) the  termination  of this  Lease  as to an
Uneconomic  Property  resulting from the purchase of the Uneconomic  Property by
Lessee under  Articles XVI or XXIII,  or (ii) the  conveyance of the  Uneconomic
Property to Lessee and the Substitute Property to Lessor under this Article XVI.

     (f) In  the  event  of a  substitution  of a  property  for  an  Uneconomic
Property,  or a purchase of an  Uneconomic  Property by Lessee  pursuant to this
Article XVI or Article XXIII,  Lessee must discontinue its use of the Uneconomic
Property in its business  operations  on or before the date of  substitution  or
purchase and neither  Lessee nor any of its  Affiliates  may use the  Uneconomic
Property as a restaurant for a period of one year from the date of  substitution
or purchase.


                                  ARTICLE XVII

     17. Events of Default.

     17.1 If any one or more of the following events (individually, an "Event of
Default") shall occur:

     (a) Lessee shall fail to make payment of any Rent,  or  Additional  Charges
payable by Lessee  under this Lease when the same  becomes  due and  payable and
such failure shall continue for a period of ten (10) days;

     (b) Lessee shall fail to observe or perform the  covenants  with respect to
insurance set forth in Section 14.1 of this Lease;

     (c) Lessee  shall fail to observe or perform  any other  term,  covenant or
condition of this Lease and such failure  shall  continue for a period of thirty
(30) days after notice thereof from Lessor,  unless such failure cannot be cured
within such period by the  payment of money and Lessee  acts with  diligence  to
correct such failure,  in which case Lessee shall be entitled to reasonable time
extensions;

     (d) any representation or warranty made by the Lessee herein or made by the
Lessee in a statement,  agreement or  certificate  furnished by the Lessee to or
with any Landlord's  Mortgagee or furnished by the Lessee  pursuant  hereto,  is
untrue in any material respect as of the date of the issuance or making thereof;
or

     (e) the  termination,  expiration  or  relinquishment  of the  franchise or
license for a Leased  Property  pursuant  to which the Lessee  operates a Leased
Property as a Hardee's Restaurant;

     (f) the Lessee  shall (i) admit in writing its  inability  to pay its debts
generally as they become due;  (ii) file a petition in  bankruptcy or a petition
to take  advantage  of any  insolvency  act;  (iii) make an  assignment  for the
benefit of its  creditors;  (iv)  consent to the  appointment  of a receiver  of
itself  or of the whole or any  substantial  part of its  property;  (v) or if a
custodian, trustee or receiver is appointed for the Lessee or for the major part
of the  property of the Lessee and is not  discharged  within 30 days after such
appointment;   (vi)  file  a  petition  or  answer  seeking   reorganization  or
arrangement  under the federal  bankruptcy  laws or any other  applicable law or
statute of the United States of America or any stated thereof;

     (g)  insolvency  proceedings  or a petition  in  bankruptcy  shall be filed
against Lessee and not dismissed within sixty (60) days of filing, or a court of
competent  jurisdiction shall enter an order or decree  appointing,  without the
consent of Lessee, a receiver of Lessee or of the whole or substantially  all of
its  property,  and such  order or decree  shall not be  vacated or set aside or
stayed within sixty (60) days from the date of the entry thereof; or

     (h) the estate or  interest  of Lessee in any Leased  Property  or any part
thereof or in this Lease shall be levied upon or attached in any  proceeding and
the same shall not be vacated or  discharged  within  sixty (60) days after such
levy or attachment (unless Lessee shall be contesting such levy or attachment in
good faith in accordance with Article XIII hereof).

     Then, and in any such event,  Lessor may terminate this Lease as to any one
or all of the Leased  Properties  by giving  Lessee ten (10) days notice of such
termination  and upon the expiration of the time fixed in such notice,  the Term
shall  terminate and all rights of Lessee under this Lease shall cease as to the
designated Leased Properties.

     Lessee will,  to the fullest  extent  permitted  by law, pay as  Additional
Charges all  reasonable  costs and expenses  incurred by or on behalf of Lessor,
including, without limitation,  attorneys' fees and expenses, as a result of any
Event of Default hereunder.

     17.2 If an Event of Default shall have occurred and be continuing, and this
Lease has been  terminated  pursuant to Section 17.1,  Lessee shall  immediately
surrender to Lessor  possession of the designated  Leased  Properties and Lessee
shall quit the same.  Lessor may enter upon and repossess such Leased Properties
by reasonable force, summary proceedings, ejectment or otherwise, and may remove
Lessee and all other  persons and any and all  personal  property  and  Lessee's
Equipment from such Leased Properties.  Lessor shall have no liability by reason
by any such entry, repossession or removal.

     17.3 If an Event of Default shall have occurred and be continuing, and this
Lease has been terminated  pursuant to Section 17.1, Lessor shall use reasonable
efforts to relet those Leased  Properties  which Lessor has taken possession of,
in the name of Lessee or otherwise, for such term or terms (which may be greater
or less than the period which would  otherwise have  constituted  the balance of
the then current Term) and on such conditions (which may include  concessions or
free rent) and for such  purposes as Lessor may  reasonably  determine,  and may
collect, receive and retain the rents resulting from such reletting.

     17.4  Neither  (a) the  termination  of this  Lease as to all or any of the
Leased  Properties  pursuant to Section  17.1;  (b) the  repossession  of Leased
Properties;  (c) the  failure  of Lessor  to relet  Leased  Properties;  (d) the
reletting  of all or any  portion  thereof;  nor (e) the  failure  of  Lessor to
collect or receive any rentals due upon any such reletting, shall relieve Lessee
of its liability and obligations hereunder,  all of which shall survive any such
termination,  repossession or reletting. In the event of any such termination as
to one or more of the Leased  Properties  pursuant to Section 17.1, Lessee shall
forthwith pay to Lessor all Rent and other sums due and payable hereunder to and
including the date of such  termination  for the designated  Leased  Properties.
Thereafter, on the days on which the Rent (or the components thereof) would have
been payable under this Lease if the same had not been  terminated and until the
end of what would have been the Primary  Term(s) or the then  current  Extension
Term(s) (as the case may be) in the absence of such  termination,  Lessee  shall
pay Lessor,  as current  liquidated  damages  (it being  agreed that it would be
impossible to accurately determine actual damages):

          (i) an amount equal to the Rent and Additional Charges that would have
     been payable by Lessee  hereunder for the designated  Leased  Properties if
     the Term had not been terminated;  provided, however, that for this purpose
     Base Rent for a repossessed  Leased  Property  shall be deemed to be Eleven
     and  141/1000  percent  (11.141%)  of the  Original  Cost  of  such  Leased
     Property, less

          (ii) the net  proceeds,  if any, of any  reletting of the  repossessed
     Leased  Properties or any portion thereof,  after deducting all of Lessor's
     expenses  in   connection   therewith,   including,   without   limitation,
     repossession costs, brokerage  commissions,  reasonable attorneys' fees and
     expenses  and any  repair or  alteration  costs and  expenses  incurred  in
     preparation for such reletting;

     17.5 At any time  after  the  termination  of this  Lease as to one or more
Leased  Properties  pursuant to Section  17.1,  whether or not Lessor shall have
collected any current  liquidated  damages pursuant to Section 17.4,  Lessor, at
its option and, as to any Leased  Properties,  shall be entitled to recover from
Lessee and Lessee will pay to Lessor on demand as and for  liquidated and agreed
final damages for Lessee's  default (it being agreed that it would be impossible
to accurately determine the actual damages),  and in lieu of all current damages
provided in Section 17.4 beyond the date to which the same shall have been paid,

     (a) the sum of (i) any past due Rent (and  other sums  payable  thereunder)
together  with a late charge  thereon (to the extent  permitted by law) computed
from the due date thereof to the date of payment of such  liquidated  damages at
the lesser of the Overdue Rate or the maximum rate  permitted by law (in lieu of
the late charge  provided by Section 3.4);  (ii) the remaining  payments of Base
Rent which would  otherwise  have become due during the remainder of the Primary
Terms(s) or the then current  Extension  Term(s) for the Leased Properties as to
which this Lease is then being  terminated but for such termination (and for the
limited  purposes  of this  Section)  the annual Base Rent shall be deemed to be
equal to Eleven and 141/1000  percent  (11.141%)  of the  Original  Cost of each
Leased Property as to which this Lease is being  terminated,  as of the later of
the date to which  Base Rent  shall  have been paid or the date to which  Lessee
shall have paid current damages pursuant to Section 17.4, discounted to the date
of payment at the market rate  provided in  Subsection  (b) below;  and (iii) an
amount  equal  to the  Additional  Charges  and  other  charges  (as  reasonably
estimated  by Lessor)  which  would be  payable  hereunder  with  respect to the
repossessed  Leased  Properties from such date for what would have been the then
unexpired  Primary Term or the then current Extension Term had the same not been
terminated,  discounted  to the date of payment at the market  rate  provided in
subsection (b) below; less

     (b) the then net fair  rental  value of the Leased  Properties  as to which
this Lease is being terminated,  as determined by appraisal  consistent with the
procedures  of Article  XXXIV,  for the period  from the date or payment of such
liquidated damages to the date which would have been the then expiration date of
the  Primary  Term or the then  current  Extension  Term had this Lease not been
terminated  (after deducting all reasonable  estimated expense to be incurred in
connection  with  reletting  of  any  of  the  repossessed  Leased  Properties),
discounted  to the date of payment at market  rate  selected  by the  appraisers
designated pursuant to Article XXXIV.

If any statute or rule of law shall validly limit the amount of such  liquidated
current or final damages to less than the amount above agreed upon, Lessor shall
be entitled to the maximum amount allowable under such statute or rule of law.

     17.6 If this Lease is terminated  pursuant to Section 17.1,  Lessee waives,
to the extent  permitted by applicable law, (a) any notice of re-entry or of the
institution of legal proceedings to obtain re-entry or possession; (b) any right
of redemption, re-entry or repossession; (c) any right to a trail by jury in the
event of summary  proceedings  to enforce the remedies set forth in this Article
XVII; (d) the benefit of any laws now or hereafter in force  exempting  property
from  liability  for rent or for debt;  and (e) any  other  rights  which  might
otherwise  limit or modify any of Lessor's rights or remedies under this Article
XVII.

     17.7 Any payments  received by Lessor under any of the  provisions  of this
Lease  during the  existence  or  continuance  of any Event of Default  (if such
payment is made to Lessor rather than Lessee due to the existence of an Event of
Default) shall be applied to Lessee's  obligations in the order which Lessor may
determine.

                                  ARTICLE XVIII

     18. Lessor's Right to Cure Lessee's  Default.  If Lessee shall fail to make
any  payment or perform  any act  required  to be made or  performed  under this
Lease,  Lessor,  after notice to and demand upon Lessee,  and without waiving or
releasing any  obligation or Default,  may (but shall be under no obligation to)
at any time thereafter make such payment or perform such act for the account and
at the expense of Lessee,  and may, to the extent  permitted by law,  enter upon
any Leased  Property  for such  purpose and take all such action  thereon as, in
Lessor's opinion, may be necessary or appropriate  therefor. No such entry shall
be deemed an  eviction  of Lessee.  All sums so paid by Lessor and all costs and
expenses  (including,   without  limitation,   reasonable  attorneys'  fees  and
expenses,  in each case, to the extent  permitted by law) so incurred,  together
with a late charge thereon at the Overdue Rate (or at the maximum rate permitted
by law,  whichever  is the lesser)  from the date on which such sums or expenses
are paid or incurred by Lessor, shall be paid by Lessee to Lessor on demand.

                                   ARTICLE XIX

     19. Provisions  Relating to Lessee's  Acquisition of a Leased Property.  In
the event Lessee  purchases or otherwise  acquires a Leased Property from Lessor
pursuant to any of the terms of this Lease,  Lessor  shall,  upon  receipt  from
Lessee of the applicable  purchase price or other  consideration,  together with
full  payment  of any unpaid  Rent due and  payable on or before the date of the
purchase,  execute and deliver to Lessee,  on the purchase  date, an appropriate
special  warranty deed conveying  title to the affected  Leased  Property in its
then present  condition  to Lessee free and clear of any liens and  encumbrances
that have been  created by,  through or under Lessor  without  consent of Lessee
other than (i) those that Lessee has agreed  hereunder to pay or discharge;  and
(ii)  those  mortgage  liens,  if any,  which  Lessee has agreed at that time in
writing  to  accept  and to take  title  subject  to  (which  will  result in an
adjustment of the cash portion of the purchase price).

                                   ARTICLE XX

     20.  Extension  Terms.  If no Event of Default  shall have  occurred and be
continuing,  the Term of this Lease shall be automatically  extended and renewed
for three (3)  consecutive  five-year  optional  renewal terms unless the Lessee
shall give notice to Lessor, at least one hundred eighty (180) days prior to the
end of the Primary Term or the then current  Extension  Term, of Lessee's desire
to terminate the Lease  effective at the end of the Primary Term or then current
Extension  Term. All of the terms and conditions of this Lease shall continue in
full force and effect during any extension (including Base Rent) except that the
number of Extension Terms  permitted  hereunder shall be reduced by one upon the
expiration of each  successive  Extension Term. If Lessee fails to timely notify
Lessor of its desire to  terminate  the Lease,  the Lease shall be extended  and
continued as aforesaid  unless such timely notice is waived by Lessor in writing
in Lessor's sole discretion.

                                   ARTICLE XXI

     21.  Holding Over. If Lessee shall for any reason remain in possession of a
Leased  Property after the  expiration or earlier  termination of the Term as to
such Leased Property, such possession shall be as a tenancy at sufferance during
which  time Base Rent for such  Leased  Property  shall be Eleven  and  141.1000
percent  (11.141%) per annum of the Original  Cost and Lessee shall  continue to
pay all  Percentage  Rent and  Additional  Charges,  and all other sums, if any,
payable by Lessee  pursuant  to the  provisions  of this  Lease  during the term
thereof with respect to such Leased Property,  including Percentage Rent. During
such period of tenancy at  sufferance,  Lessee shall be obligated to perform and
observe all of the terms, covenants and conditions of this Lease, but shall have
no rights thereunder other than the right, to the extent given by law to tenants
at  sufferance,  to continue  its  occupancy  and use of such  Leased  Property.
Nothing  contained herein shall constitute the consent,  express or implied,  of
Lessor to the holding over of Lessee after the expiration or earlier termination
of this  Lease  and  nothing  contained  herein  shall be read or  construed  as
preventing  Lessor from  maintaining  a suit for  possession  of any such Leased
Property.

                                  ARTICLE XXII

                           [INTENTIONALLY LEFT BLANK]


                                  ARTICLE XXIII

     23.  Special Cash  Purchase of  Properties  by Lessee.  In the event Lessee
wishes to terminate  this Lease as to up to five (5)  Uneconomic  Properties per
year  after  December  31,  2007 but does not wish to utilize  the  substitution
procedure  provided by Section  16(b),  Lessee may give Lessor written notice of
such intention.  Such notice shall be accompanied by an offer to purchase any of
up to  five  (5)  Uneconomic  Properties  on a  date  (the  "Termination  Date")
specified  by Lessee which is between  ninety (90) and one hundred  twenty (120)
days after such notice,  for a cash  purchase  price equal to the greater of (i)
the Fair  Market  Value  (as  defined  in  Section  16(d)  above)  of each  such
Uneconomic  Property or (ii) the net book value of each such Uneconomic Property
as of the Termination  Date,  computed on the basis of the Original Cost of each
such Uneconomic  Property less  depreciation of all depreciable  components on a
straight  line basis using a forty (40) year useful life  beginning  on the date
such  Uneconomic  Property  became subject to the terms of this Lease. If Lessor
does not accept  Lessee's offer by a date which is thirty (30) days prior to the
Termination Date, this Lease shall terminate as to each such Uneconomic Property
on the Termination  Date. If Lessor accepts Lessee's offer,  such purchase shall
be  consummated  in accordance  with all of the provisions of Article XVI (other
than the substitution  provision contained in subparagraph (b) thereof) and this
Lease terminated as to each such Uneconomic  Property,  on the Termination Date.
Thereafter, Base Rent shall be proportionately reduced.

                                  ARTICLE XXIV

     24.  Risk of Loss.  During the Term of this  Lease,  the risk of loss of or
decrease  in the  enjoyment  and  beneficial  use of the  Leased  Properties  in
consequence  of the  damage  or  destruction  thereof  by  fire,  the  elements,
casualties,  thefts,  riots, wars or otherwise is assumed by lessee,  and Lessor
shall in no event be answerable or  accountable  therefor  except in the case of
gross negligence, willful misconduct or breach of this Lease by Lessor resulting
in such  damage or  destruction.  In  addition,  all risk of loss or decrease in
enjoyment and beneficial use in consequence of foreclosures, attachments, levies
or executions is assumed by Lessee.

                                   ARTICLE XXV

     25.  Indemnification  by  Lessee.  Lessee  will  protect,  indemnify,  save
harmless  and defend  Lessor  from and  against  all  liabilities,  obligations,
claims,  damages,  penalties,  causes of action,  costs and expenses (including,
without  limitation,  reasonable  attorneys'  fees and expenses ), to the extent
permitted  by law,  imposed  upon or incurred by or asserted  against  Lessor by
reason of (a) any  accident,  injury to or death of persons or loss of or damage
to property occurring on or about a Leased Property or adjoining sidewalks;  (b)
any use, misuse, nonuse, condition,  maintenance or repair of a Leased Property;
(c) any failure on the part of Lessee to perform or comply with any of the terms
of this  Lease;  (d) the  alleged  or actual  existence  of  hazardous  or toxic
materials on or about the Leased  Properties;  (e) the  nonperformance of any of
the terms and  provisions  of any and all  existing  and future  subleases  of a
Leased Property to be performed by the sublessor thereunder; and (f) obligations
of  Lessor  under any and all  documents  evidencing  any loan  from a  Lessor's
Mortgagee  incurred by reason of Lessee's  defaults under this Lease,  including
without limitation any prepayment penalties. Any amounts which become payable by
Lessee under this Section shall be paid no later than ten (10) days after demand
by Lessor and, if such  payment is to be made to Lessor and is not timely  paid,
shall bear a late charge (to the extent  permitted  by law) at the lesser of the
Overdue  Rate  or the  maximum  rate  permitted  by law  from  the  date of such
determination  to the date of payment.  Lessee,  at its expense,  shall contest,
resist and defend any such claim,  action or  proceeding  asserted or instituted
against Lessor or may compromise or otherwise dispose of the same as Lessee sees
fit,  provided  any such  contest  shall be  conducted  by counsel  who shall be
satisfactory  to the Lessor.  Nothing herein shall be construed as  indemnifying
Lessor against its own grossly  negligent acts or willful  misconduct.  Lessee's
liability  under this Section shall survive any  termination of this Lease as to
any circumstance, condition, act or omission occurring to and including the date
of termination of this Lease or existing as of the date of Termination,  whether
known or unknown to Lessor or Lessee.

                                  ARTICLE XXVI

     26.1.  Subletting and Assignment by Lessee.  Lessee shall not sublet all or
any part of any Leased  Property nor assign its interest  under this Lease as to
any Leased  Property  without  the prior  written  consent  of Lessor  except as
provided in the next sentence. Provided there shall exist no Default or Event of
Default  hereunder,  Lessee may,  without the  consent of Lessor,  upon  written
notice to Lessor,  sublet all or any part of any Leased  Property  or assign its
interest  under this Lease as to any Leased  Property to any Affiliate of Lessee
(provided the Affiliate  agrees in writing to be bound by the provisions of this
Lease) or a business  organization  into or with which  Lessee may merge or with
which it may consolidate  (provided the surviving business organization controls
all or substantially all of Lessee's  restaurant  operations) or to any business
organization  which  acquired all or  substantially  all of Lessee's  restaurant
operations  (provided that the acquiring  entity shall expressly assume Lessee's
obligations  under  this  Lease to the  extent  assigned).  In the  event of any
assignment or subletting,  Lessee shall remain primarily liable under this Lease
as to the Leased Property or Properties so assigned or sublet, and the subtenant
or assignee shall be bound by all of the terms of this Lease  applicable to such
Leased  Property.  No such  sublease  may have a term with  respect  to a Leased
Property which extends beyond the Term of this Lease as to such Property.

     26.2.  Attornment.  Lessee shall insert in each  sublease  permitted  under
Section  26.1  provisions  to the effect  that (a) such  sublease is subject and
subordinate  to all of the terms and  provisions of this Lease and to the rights
of Lessor  hereunder;  (b) in the event this Lease  shall  terminate  before the
expiration of such sublease,  the sublease  thereunder will, at Lessor's option,
attorn to Lessor and waive any right the  sublessee  may have to  terminate  the
sublease or to surrender possession  thereunder,  as a result of the termination
of this Lease; and (c) in the event the sublessee receives a written notice from
Lessor stating that Lessee is in Default under this Lease,  the sublessee  shall
thereafter  be obligated to pay all rentals and other sums  accruing  under said
sublease directly to the party giving such notice, or as such party may direct.

     26.3. Sublease Limitation. Anything contained in this Lease to the contrary
notwithstanding,  Lessee shall not sublet any Leased  Property on any basis such
that the rental to be paid by the sublessee  thereunder would be based, in whole
or in part,  on  either  (i) the  income  or  profits  derived  by the  business
activities of the sublessee,  or (ii) any other formula such that any portion of
the sublease rental received by Lessor would fail to qualify as "rents from real
property"  within the meaning of Section 856(d) of the Internal  Revenue Code of
1986, as amended, or any similar or successor provision thereto.

     26.4.  Assignment  by the Lessor.  Lessor may assign its rights  under this
Lease, in whole or in part in connection  with a sale,  mortgage or financing of
all or part of the Leased Properties, subject to Lessee's right of first refusal
under Article XXXV hereof.

                                  ARTICLE XXVII

     27. Estoppel  Certificates and Financial  Statements.  At any time and from
time to time upon not less than twenty (20) days prior request by Lessor, Lessee
will furnish to Lessor an Officer's  Certificate  certifying  that this Lease is
unmodified and in full force and effect (or that this Lease is in full force and
effect as modified and setting forth the  modifications)  and the dates to which
the Base Rent,  Percentage  Rent and all Additional  Charges have been paid. Any
such certificate furnished pursuant to this Section may be relied upon by Lessor
and any prospective purchaser of a Leased Property.

     Lessee will furnish to Lessor and Lessor's Mortgagee within one hundred and
twenty (120) days after the end of Lessee's fiscal year, Consolidated Financials
for the fiscal year accompanied by an audit opinion of the independent certified
public accountants then employed by Lessee. Lessee shall also furnish Lessor and
Lessor's   Mortgagee  with  reasonable   promptness,   such  other  information,
consistent  with the  disclosure  requirements  of the federal  securities  law,
respecting  the financial  condition of Lessee as Lessor and Lessor's  Mortgagee
may  reasonably  request from time to time,  and Lessee  consents to the use and
distribution  of such  other  information  in the  financial  reports  and other
statements  sent to  Lessor's  shareholders  and  filed by the  Lessor  with the
Securities and Exchange Commission.

                                 ARTICLE XXVIII

     28. Right to Inspect. Lessee shall permit Lessor and Lessor's Mortgagee and
their authorized representatives,  to inspect the Leased Properties during usual
business hours upon reasonable notice,  provided that such inspections shall not
unreasonably interfere with Lessee's business operations.

                                  ARTICLE XXIX

     29. No Waiver.  No  failure  by Lessor or Lessee to insist  upon the strict
performance  of any term  hereof  or to  exercise  any  right,  power or  remedy
consequent upon a breach  thereof,  and no acceptance of full or partial payment
of Rent during the continuance of any such breach,  shall constitute a waiver of
any such breach or of any such term.  To the extent  permitted by law, no waiver
of any breach  shall  affect or alter this Lease,  which shall  continue in full
force and effect with respect to any other then existing or subsequent breach.

                                   ARTICLE XXX

     30. Acceptance of Surrender. No surrender to Lessor of this Lease or of any
or all of the Leased Properties or of any part of any thereof or of any interest
therein shall be valid or effective  unless agreed to and accepted in writing by
Lessor and no act by Lessor or any representative of agent of Lessor, other than
such a written acceptance by Lessor,  shall constitute an acceptance of any such
surrender.

                                  ARTICLE XXXI

     31. No Merger of Title.  There  shall be no merger of this  Lease or of the
leasehold  estate  created  hereby by  reason of the fact that the same  person,
firm,  corporation  or  other  entity  may  acquire,  own or hold,  directly  or
indirectly (a) this Lease or the leasehold estate created hereby or any interest
in this  Lease or such  leasehold  estate  and (b) the fee  estate in any of the
Leased Properties.

                                  ARTICLE XXXII

     32.  Conveyance by Lessor.  If Lessor or any successor  owner of any of the
Leased  Properties  shall  convey  any of the  Leased  Properties  other than as
security for a debt,  Lessor or such successor  owner, as the case may be, shall
thereupon be released from all future  liabilities and obligations of the Lessor
under  this  Lease as to the  affected  Leased  Properties  and all such  future
liabilities and obligations shall thereupon be binding upon the new owner.

                                 ARTICLE XXXIII

     33. Notices. All notices, demands, requests,  consents, approvals and other
communications  hereunder  or as may be required by  applicable  law shall be in
writing and  delivered  personally or mailed (by  registered or certified  mail,
return  receipt  requested  and postage  prepaid),  addressed to the  respective
parties, as follows:

     (a) if to Lessee:

     Boddie-Noell Enterprises,  Inc. 
     1021 Noell Lane 
     Rocky Mount, North Carolina  27802 
     Attention: Douglas E. Anderson or 
                      W. Craig Worthy

     (b) if to Lessor:

     Boddie-Noell Properties, Inc.
     3710 One First Union Center
     Charlotte, North Carolina  27207
     Attention: D. Scott Wilkerson or
                      Philip S. Payne

or to such other address as either party may hereafter  designate,  and shall be
effective upon receipt, if delivered personally,  or upon the fifth Business Day
after mailing,  if mailed.  Lessee shall also send a copy of any notice required
to be sent to  Lessor  under  this  Lease to any  Lessor's  Mortgagee  which has
notified Lessee of its status as Lessor's  Mortgagee and provided Lessee with an
address to which to send such notices.

                                  ARTICLE XXXIV

     34.1  Appraisers.  In the event that Lessee desires to terminate this Lease
with respect to an Uneconomic Property pursuant to the provisions of Article XVI
or Article  XXIII,  and the Fair  Market  Value of the  Uneconomic  Property  is
required by such provisions to be determined by appraisal,  Lessee shall include
in the notice of  termination  of this Lease as to the  Uneconomic  Property the
name of a person  selected to act as  appraiser  on its behalf.  Within ten (10)
days after such notice, Lessor shall by notice to lessee appoint a second person
as appraiser on its behalf.  The appraisers thus appointed shall appoint a third
appraiser,  and the  three  appraisers,  each of whom  must be a  member  of the
American  Institute of Real Estate  Appraisers  (or any  successor  organization
thereto),  shall  proceed to appraise the  Uneconomic  Property to determine the
fair  market  value  thereof as of the date of such  original  notice by Lessee;
provided, however, that

     (a) if the second appraiser shall not have been appointed as aforesaid, the
first appraiser shall proceed to determine such matter; and

     (b) if the two  appraisers  appointed  by the  parties  shall be  unable to
agree, within ten (10) days after the appointment of the second appraiser,  upon
the  selection of a third  appraiser,  they shall give notice of such failure to
agree to the  parties,  and if the parties  fail to agree upon the  selection of
such third appraiser within ten (10) days thereafter,  then within five (5) days
thereafter  either of the parties upon notice to the other party may request the
American  Institute of Real estate  Appraisers  (or any  successor  organization
thereto),  or in its absence,  court  appointment of such appraiser;  Lessee and
Lessor hereby agree to use their best efforts to cause the third appraiser to be
appointed  within thirty (30) days after the appointment of the second appraiser
if the first two appraisers are unable to agree upon such third appraiser.

     34.2  Appraisal.  The appraisers  shall render their  valuation  appraisals
within thirty (30) days after the appointment of the third appraiser,  or by the
sole  appraiser  within  thirty  (30) days  after the  expiration  of the period
described  in Section 34.1 for the  appointment  of a second  appraiser,  in the
event no second appraiser is so appointed.  Such appraisals of fair market value
shall be in  writing  and  shall be final and  conclusive  on the  parties,  and
counterpart  copies  thereof  shall be  delivered  to each of the  parties.  The
appraisers  shall determine fair market value of the Uneconomic  Property on the
basis that such  Property is free and clear of this Lease.  Lessee shall pay the
fees and expenses incurred in connection with each appraisal.

                                  ARTICLE XXXV

     35.  First  Refusal to  Purchase.  Provided no Event of Default  shall have
occurred  and be  continuing,  Lessee  shall  have a right of first  refusal  to
purchase  any of the  Leased  Properties  during the Term of this Lease upon the
same terms and conditions as proposed in a bona fide written offer to Lessor, or
its  successors  and  assigns,  by a third  party  who  does not  qualify  as an
Affiliate.  If Lessor  receives a bona fide  offer  from such a third  party and
Lessor desires to accept said offer,  Lessor shall promptly notify Lessee of the
proposed  purchase  price and all other  material  terms and  conditions of such
offer,  and Lessee  shall have  thirty  (30) days after such  notice from Lessor
within which time to elect to exercise  Lessee's  right to  purchase.  If Lessee
elects  to  exercise  its right to  purchase,  then  such  transaction  shall be
consummated  within  sixty  (60) days  after  Lessee's  notice to Lessor of such
election,  in accordance  with the terms and conditions of such offer. If Lessee
fails to exercise  its right of first  refusal  within the time set forth above,
then  Lessor  shall have the right for a period of ninety (90) days to sell such
property to the  prospective  purchaser on the same terms as the offer.  If such
sale is not  completed  within such ninety  (90) day period,  Lessee's  right of
first refusal shall thereafter apply to such property.  Notwithstanding anything
to the contrary  herein,  (a) such right of first refusal shall not apply to any
conveyance  by  mortgage  or deed of trust  executed  by  Lessor in favor of any
Lessor's  Mortgagee,  or to any  foreclosure  or deed  in  lieu  of  foreclosure
thereof,  (b) any  purchase  pursuant  to such right of first  refusal  shall be
subject  to any such  mortgage  or deed of trust and shall not  affect  Lessee's
obligations  under  this  Lease,  and (c) all rights of first  refusal  shall be
deemed  extinguished  by  foreclosure  of,  or  acceptance  of a deed in lieu of
foreclosure  with respect to, any such mortgage or deed of trust,  but all other
provisions of this Lease shall remain in full force and effect.

                                  ARTICLE XXXVI

     36.  Miscellaneous.  Anything  contained  in  this  Lease  to the  contrary
notwithstanding,  all  claims  against,  and the  liabilities  of, the Lessee or
Lessor arising prior to any date of termination of this Lease shall survive such
termination.  If any term or provision of this Lease of any application  thereof
shall be invalid or  unenforceable,  the  remainder  of this Lease and any other
application  of such term or  provision  shall not be affected  thereby.  In the
event that Lessor or Lessee shall initiate any legal  proceeding or suit against
the  other  relating  to this  Lease,  including  any  default  thereunder,  the
unsuccessful  party in such  proceeding or suit shall  reimburse the  successful
party for the reasonable fees and expenses of the successful  party's attorneys.
Neither this Lease nor any provision hereof may be changed,  waived,  discharged
or terminated  except by an instrument in writing and in recordable  form signed
by Lessor and Lessee. Any such change, waiver,  discharge or termination,  to be
effective  against  Lessor,  must be approved  by a majority of the  Independent
Directors,  as defined in Lessor's  certificate of incorporation.  All the terms
and  provisions  of this Lease shall inure to the benefit of the parties  hereto
and their respective  successors and assigns. The headings in this Lease are for
convenience  of  reference  only and  shall not limit or  otherwise  affect  the
meaning hereof. This Lease shall be governed by and construed in accordance with
the laws of the State of North Carolina.

                                 ARTICLE XXXVII

     37. Memorandum of Lease.  This Lease shall not be recorded,  but Lessor and
Lessee shall,  promptly upon the request of either or Lessor's Mortgagee,  enter
into a short form memorandum of this Lease, in form suitable for recording under
the laws of the  states in which the Leased  Properties  are  located,  in which
reference to this Lease shall be made.

     IN WITNESS  WHEREOF,  the parties have caused this Lease to be executed and
their  respective  corporate seals to be hereunto  affixed and attested by their
respective officers thereunto duly authorized.

                                     LESSOR:

                                     BODDIE-NOELL PROPERTIES, INC.


ATTEST:                              ____/s/ D. Scott Wilkerson___
                                     By: D. Scott Wilkerson
___/s/ Philip S. Payne___            President
Philip S. Payne
_Asst._Secretary

[Corporate Seal]


                                     LESSEE:

                                     BODDIE-NOELL ENTERPRISES, INC.


ATTEST:                              ____/s/ Ben Mayo Boddie_______
                                     By:
__/s/ Douglas E. Anderson__             _________President
By:
_____ Secretary

[Corporate Seal]