EXHIBIT 10.25

2003 AMENDMENT
TO FRANCHISE AGREEMENT

This 2003 Amendment to Franchise Agreement (this "Amendment") is entered into as of December 17, 2003 by and between Ryan's Properties, Inc. ("Ryan's") and Family Steak Houses of Florida, Inc. ("FSH").

WHEREAS, Ryan's and FSH are parties to that certain Franchise Agreement, dated as of September 16, 1987, as amended prior to the date hereof (the "Existing Franchise Agreement"; the Existing Franchise Agreement as amended by this Amendment shall be referred to as the "Franchise Agreement") (all capitalized terms used herein that are not otherwise defined herein to have the meanings ascribed to them in the Existing Franchise Agreement); and

WHEREAS, FSH has informed Ryan's that FSH does not expect to have in operation at December 31, 2003 a number of Restaurants (defined as restaurants of FSH operating as Ryan's Family Steak Houses) equal to at least 80% of the number of Restaurants required to be in operation as of that date pursuant to the terms of the Existing Franchise Agreement; and

WHEREAS, Section XV (Termination and Defaults) of the Existing Franchise Agreement provides, among other matters, that FSH shall be in default under the Existing Franchise Agreement if "at the end of any calendar year the number of Restaurants in operation is less than 80% of the number of Restaurants required to be in operation as of that date pursuant to the terms of this Agreement, as amended"; and

WHEREAS, the parties desire to wind down and terminate the franchise relationship under the Existing Franchise Agreement in an amicable manner that minimizes unnecessary disruption;

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are acknowledged by each of the parties hereto, the parties hereto agree as follows:

1. Termination or Conversion of Restaurants.

(a) FSH agrees that, in accordance with the schedule set forth on the attached Exhibit A, FSH shall complete as to each and every one of FSH's Restaurants:

(i) its sale to an unaffiliated third party to be operated as a restaurant with a name and logo (immediately upon consummation of such sale) that differs sufficiently from "Ryan's Family Steak House" and "Fire Mountain" to avoid any reasonable likelihood of confusion;

(ii) the termination of its operation as a restaurant of any sort; and/or

(iii) the conversion of that Restaurant from a "Ryan's Family Steak House" to a restaurant with a name and

logo that differs sufficiently from "Ryan's Family Steak House" and "Fire Mountain" to avoid any reasonable likelihood of confusion between any of FSH's restaurants and any of Ryan's restaurants; provided further, that, if at any time FSH changes the exterior facade or interior design of any such Restaurant (or former Restaurant), FSH shall cause the new exterior facade or interior design (as applicable) to differ sufficiently from Ryan's "Fire Mountain" and the `lodge look' of "Ryan's Family Steak House" to avoid any reasonable likelihood of confusion between any of FSH's restaurants and any of Ryan's restaurants.

(b) FSH shall cause each such Restaurant sale, termination or conversion to be accomplished in as commercially reasonable a manner as possible consistent with the requirements of this Amendment.

(c) No later than five (5) business days after the completion of the sale, termination or conversion of a Restaurant pursuant to this Amendment, FSH shall certify that fact in writing to Ryan's. Ryan's may request any and all such information, and may make any and all such inspections, as may be reasonably necessary to verify the sale, termination or conversion of any or all Restaurants in accordance with this Amendment.

(d) The Continuing Services and Royalty Fee set forth in the Existing Franchise Agreement shall continue to apply to the total gross receipts from each of FSH's Restaurants until the date the sale, termination or conversion as contemplated by this Amendment of such Restaurant is completed. Payment of any unpaid Continuing Services and Royalty Fee for any sold, terminated or converted Restaurant shall be made in accordance with the Existing Franchise Agreement.

(e) From and after January 1, 2004, (i) Ryan's shall have no further obligations under Paragraphs II (Location), IV (Training and Assistance), Subparagraph B of Paragraph V (Advertising) or Subparagraph D of Paragraph VI (Confidential Operating Manual) of the Franchise Agreement, and
(ii) Attachment 1 to the July 13, 1992 letter agreement amending the Franchise Agreement shall no longer be in effect. From and after the date that the sale, termination or conversion as contemplated by this amendment of an FSH Restaurant is completed, Ryan's shall have no further obligations under any provision of the Franchise Agreement with respect to such Restaurant. Without limiting the preceding provisions, from and after the earlier of (i) the date that all Restaurants are sold, terminated or converted or (ii) June 30, 2005, FSH shall not be entitled to receive supplies that are proprietary to Ryan's. Nothing contained herein, however, shall impede FSH from continuing to use recipes obtained from Ryan's and now used at the Restaurants in its converted restaurants; provided, however, that FSH shall remain obligated under Paragraph XIV.D and, to the extent applicable, Paragraph VI.B with respect to such recipes.

(f) FSH acknowledges that the deadlines set forth in Exhibit A are of the essence. Accordingly, if FSH fails to complete the sale, termination or conversion as contemplated by this Amendment of the cumulative number of Restaurants as contemplated by this Amendment by any applicable date set forth on Exhibit A:

(i) (A) if such failure is with respect to the requirement that all of the Restaurants be sold, terminated or converted by June 30, 2005, such failure shall

constitute a default under the Franchise Agreement, and, without the necessity of any notice (including without limitation any "Notice to Cure" or "Notice of Cure"), Ryan's shall have all remedies available under the Franchise Agreement, at law and/or in equity by reason of such breach; or

(B) if such failure is with respect to the cumulative number of Restaurants require by this Amendment to be sold, terminated or converted by any date other than June 30, 2005, such failure shall constitute a default under the Franchise Agreement if such failure is not fully cured within one hundred eighty (180) days after the occurrence of such failure, and in such event, without the necessity of any notice (including without limitation any "Notice to Cure" or "Notice of Cure"), Ryan's shall have all remedies available under the Franchise Agreement, at law and/or in equity by reason of such breach; and

(ii) without limiting clause (i) in any way, during any quarterly period (except for the first thirty
(30) days of such quarterly period, if immediately prior to such period FSH was in compliance with the Franchise Agreement) that more FSH's Restaurants are in operation than permitted by this Amendment (such excess number of Restaurants at any time being hereinafter referred to as the "Excess Number"), the Continuing Service and Royalty Fee during that quarter shall be equal to the sum of (A) 4% of the total gross receipts of all of FSH's Restaurants in operation, plus (B) the produce of (x) 2% of the total gross receipts of all of FSH's Restaurants in operation, multiplied by (y) the quotient of (1) the Excess Number, divided by (2) the total number of FSH's Restaurants in operation.

Each of subparagraphs (i) (A), (i)(B) and (ii) of this paragraph
(f) is independent of the other, and Ryan's rights under any of such subparagraphs shall not be affected by whether or not Ryan's then has rights under the terms of any of the other such subparagraphs.

2. Additional Agreements.

(a) Ryan's agrees that, unless and until FSH defaults under any of its obligations under this Amendment or any of its other obligations under the Franchise Agreement, Ryan's shall not exercise any of the remedies (other than this Amendment) available to it under the Franchise Agreement, at law and/or in equity with respect to the failure by FSH to have in operation as of December 31, 2003 a number of Restaurants at least equal to 80% of the number of Restaurants required to be in operation as of that date under the Existing Franchise Agreement.

(b) For so long as FSH is not in default under the Franchise Agreement, Ryan's shall make no derogatory remark concerning FSH to any third party, and shall instruct its officers and directors not to make any such derogatory remark. For so long as Ryan's is not in default under the Franchise Agreement, FSH shall make no derogatory remark concerning Ryan's to any third party, and shall instruct its officers and directors not to make any such derogatory remark.

(c) Unless required by law in the reasonable judgment of a party, neither party shall make any public announcement concerning this Amendment or the relationship

between the parties without giving the other party a reasonable opportunity to comment on the proposed announcement and without the other party's consent, which consent shall not be unreasonably withheld or delayed.

(d) FSH shall not construct or open any additional Restaurant as a Ryan's Family Steak House.

(e) If not earlier terminated pursuant to the terms of the Franchise Agreement, and subject to paragraph (f) below, the Franchise Agreement shall terminate and expire at such time as the sale, termination or conversion as contemplated by this Amendment of all of FSH's Restaurants has been completed and all payments due under the Franchise Agreement from any party to the other party have been finally paid in full.

(f) This Amendment and the following provisions of the Franchise Agreement shall survive the expiration and termination of the Franchise Agreement:

(i) Clause 2 of Subparagraph A of Paragraph III (Proprietary Marks);

(ii) Subparagraphs B and C of Paragraph VI (Confidential Operating Manual);

(iii) Subparagraph C of Paragraph VIII (Accounting and Records);

(iv) Paragraph XII (Insurance), to the extent of any applicable statute of limitations, with respect to insurance protecting Ryan's and its officers and employees against any loss, liability or expense whatsoever from personal injury, death, property damage or products liability, arising or occurring upon or in connection with any Restaurant or by reason of FSH's operation upon, from or occupancy of such Restaurant prior to the date that such Restaurant is sold, terminated or converted as contemplated by this Amendment;

(v) Subparagraphs B, D and E of Paragraph XIV (Covenants);

(vi) Paragraph XVI (Rights and Duties of Parties upon Expiration or Termination), other than Subparagraph B thereof;

(vii) Subparagraph B of Paragraph XXI (Independent Contractor);

(viii) Paragraph XXIV (Liability for Breach), subject to Section 3 of this Amendment; and

(ix) Paragraphs XXII (Non-Waiver), XXIII (Notice), XXVII (Applicable Law) and XXVIII (Arbitration).

Notwithstanding the termination of any provision of the Franchise Agreement, but subject to Section 3 of this Amendment,

a party shall be liable to the other party for any breach of any such terminated provision that occurs prior to the date of termination and expiration of the Franchise Agreement.

(g) Notwithstanding the terms of Subparagraph C of Paragraph XIV (Covenants) of the Existing Franchise Agreement, such Subparagraph C shall not survive the expiration and termination of the Franchise Agreement pursuant to Section 2(e) of this Amendment. Ryan's acknowledges and agrees that FSH is free to construct and operate restaurants at any time and anywhere, even if such restaurants compete with Ryan's, so long as FSH does not thereby violate the Franchise Agreement as then in effect. Similarly, FSH acknowledges and agrees that Ryan's is free to construct and operate restaurants at any time and anywhere, under the name "Ryan's Family Steak House" or "Fire Mountain" or any other name that Ryan's may then lawfully use, even if such restaurants compete with FSH.

3. Releases.

(a) Subject to the limitations contained in paragraph (b) of this Section 3, FSH, on behalf of itself and its successors and assigns, hereby irrevocably and unconditionally releases and forever discharges, individually and collectively, Ryan's, and each of its officers, directors, agents, employees, parent companies, subsidiaries, affiliates, successors and assigns (hereinafter collectively the "Ryan's Parties), of and from any and all charges, claims, complaints, demands, liabilities, causes of action, losses, costs and expenses (collectively, "Claims") of any kind whatsoever (including related attorneys' fees and costs), whether arising in contract or tort or under a statute or any other law or otherwise, known or unknown, or suspected or unsuspected, that FSH may now have or has ever had against any of the Ryan's Parties by reason of any act, omission, transaction or event occurring prior to or on the date of this Amendment. The final release and discharge set forth in the immediately preceding sentence constitutes a material part of the consideration flowing from FSH to Ryan's under this Amendment, and each of the individuals and entities included thin the term "Ryan's Parties" is an intended beneficiary of this consideration.

(b) Notwithstanding anything to the contrary herein, the releases and discharges contained in paragraph (a) of this Section 3 do not release, discharge or otherwise affect any of the following Claims:

(i) Claims relating to Ryan' obligations under this Amendment or arising after the date hereof under the Franchise Agreement; and

(ii) Claims arising from any fraud or illegal activities of Ryan's.

(c) Subject to the limitations contained in paragraph (d) of this Section 3, Ryan's, on behalf of itself and its successors and assigns, hereby irrevocably and unconditionally releases and forever discharges, individually and collectively, FSH, and each of its officers, directors, agents, employees, parent companies, subsidiaries, affiliates, successors and assigns (hereinafter collectively the "FSH Parties"), of an from any and all Claims of any kind whatsoever (including related attorneys' fees and costs), whether arising in contract or tort or under a statute or any other law or otherwise, known or unknown, or suspected or unsuspected, that Ryan's may now have or has every had against any of the FSH Parties by reason or any act, omission, transaction or event occurring prior to or on the date of this Amendment. The final release and discharge set forth in the immediately preceding

sentence constitutes a material part of the consideration flowing from Ryan's to FSH under this Amendment, and each of the individuals and entities included within the term "FSH Parties" is an intended beneficiary of this consideration.

(d) Notwithstanding anything to the contrary herein, the releases and discharges contained in paragraph (c) of this Section 3 do not release, discharge or otherwise affect any of the following Claims:

(i) Claims relating to FSH's obligations under this Amendment or arising after the date hereof under the Franchise Agreement;

(ii) Claims arising under the Franchise Agreement for any unpaid Continuing Services and Royalty Fees, whether such Fees are payable with respect to past or future periods; and

(iii) Claims arising from any fraud or illegal activities of FSH>

(e) The parties understand that the Claims released and discharged under this Section 3 include, without limitation, all such Claims arising from FSH's relationship with Ryan's or any of its parent companies or subsidiaries, the termination of such relationship and any other conduct or negotiations occurring on or prior to the date of this Amendment, except as specifically excluded in paragraph (b) or
(d) above.

(f) The releases and discharges set forth in this Section 3 may be pleaded as a full and complete defense to, and may be used as the basis for an injunction against, any action, suit, or other proceeding that may be instituted, prosecuted or attempted in breach of this Section 3.

(g) Each of FSH and Ryan's acknowledges and agrees that the releases and other consideration described in this Section 3 are offered and exchanged in good faith and will not, for any purpose, be considered as admissions of liability on the part of any party, which liability is expressly denied, and no past or present wrongdoing on the part of any party is implied by such releases or other consideration under the terms of this Section 3.

(h) Each party warrants to the other party that it has not assigned any Claim released herein.

4. Miscellaneous.

(a) Except as amended by this Amendment, the Existing Franchise Agreement shall remain in full force and effect.

(b) This Amendment shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, and shall inure to the benefit of the Ryan's Parties and the FSH Parties to the extent provided in Section 3 hereof.

(c) This Amendment shall be construed as a contract entered into under the laws of the State of South Carolina, without regard to its rules respecting conflicts of laws. Any dispute regarding this Amendment shall be subject to the dispute resolution procedures set forth in the Franchise Agreement.

(d) This Amendment and the Franchise Agreement embody the entire agreement of the parties with respect to the subject matter hereof and thereof, and there are no promises, representations, warranties, covenants or undertakings of any party to the other with respect to such subject matter other than those expressly set forth herein and therein.

(e) No provision contained in this Amendment or the Franchise Agreement shall be deemed to have been waived by reason of any failure or delay to enforce the same, regardless of the number of breaches or violations that may occur. All waivers of any such provision shall be in writing executed by the party against whom the same is sought to be enforced. This Amendment and the Franchise Agreement may be amended only by a writing executed by each party hereto.

(f) In the event any provision of this Amendment is determined, in accordance with the dispute resolution procedures set forth in the Franchise Agreement, to be unenforceable for any reason, the remaining provisions hereof shall remain in full force and effect and the unenforceable provision(s) shall be interpreted and rewritten to give effect to the parties' economic intentions.

(g) Each of Ryan's rights under this Amendment is cumulative to its other rights under this Amendment or the Franchise Agreement, at law or in equity.

(h) This Amendment may be executed in several counterparts, all of which shall form one and the same agreement.

IN WITNESS WHEREOF, Ryan's and FSH have executed this Amendment as of the date first set forth above.

RYAN'S:

RYAN'S PROPERTIES, INC.
a Delaware corporation

By: Charles D. Way
Name: Charles D. Way
Title: President

FSH:

FAMILY STEAK HOUSES OF FLORIDA, INC.
a Florida corporation

By: Edward B. Alexander
Name: Edward B. Alexander
Title: President

Attest: Cynthia Newton
Name: Cynthia Newton
Title: Executive Assistant

Cumulative Number of Restaurants           Deadline
For Which Sale, Termination                --------
or Conversion Has Been Completed
--------------------------------

             3                             March 31, 2004

             5                             June 30, 2004

             8                             September 30, 2004

            11                             December 31, 2004

            14                             March 31, 2005

            18                             June 30, 2005

Title:     President / COO

Company:  Family Steak Houses of Florida Inc

Address:     2113 Florida Boulevard
             Neptune Beach, Florida  32266

RE: FOODSERVICE PRODUCTS DISTRIBUTION AGREEMENT WITH FAMILY STEAK HOUSE OF FLORIDA INC.

Dear Ed:

BACKGROUND

A. Performance Food Group, Inc. ("PFG") has developed a national network of foodservice product distribution companies ("PFG Distributors ") that perform purchasing, marketing, warehousing, quality control, product research and development, transportation and distribution services for national and regional foodservice Customers.

B. Family Steak Houses of Florida, desires to contract with PFG Florida as its Primary Distributor (as hereinafter defined) for foodservice products to all of the Customer locations listed in Exhibit A ("Customer Locations"), and PFG Florida desires to perform these services.

C. Customer hereby contracts with PFG to provide distribution services for the Customer Locations pursuant to the terms and conditions set forth in this Foodservice Products Distribution Agreement (this "Agreement").

AGREEMENT TERMS

In consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows.

1. PFG TO SERVE AS PRIMARY DISTRIBUTOR. PFG shall serve as Customer's Primary Distributor to Customer Locations for foodservice products within the designated categories listed in Exhibit "B" "Designated Categories" set forth in
Section (5). For all purposes of this Agreement, Primary Distributor shall mean that Customer and/or the Customer Locations shall purchase eighty-five percent (85%) or more of the Products' requirements in each Designated Category for the Customer Locations (the "Requirements Threshold") from the PFG Distributor (as hereinafter defined).

2. TERM OF AGREEMENT. The term ("Term") of this Agreement will commence effective as of (9/30/03) and shall continue for Five years until 9/30/08 or until termination by either party hereto effective following ninety (90) days prior notice of termination to the other party. Either party hereto may propose any such amendments ("Amendment(s)") to this Agreement by providing notice of such proposed Amendment ("Amendment Notice") to the other party hereto.

3. PRODUCTS COVERED BY THIS AGREEMENT. Products will include products marketed under the PFG family of brands ("PFG Brands"), national brands, locally controlled labels, other products specified by Customer and stocked by PFG Distributors, and Proprietary Products (as hereinafter defined).

4. AGREED AVERAGE DROP SIZE; ADDITIONAL CHARGES FOR ORDERS THAT DO NOT MEET MINIMUM ORDER REQUIREMENTS. Fee pricing provided in Section (5) hereof is based on an average order size of $4000.00 per location per delivery ("Agreed Average Drop Size"). In the event that the average order size for any thirty (30) day period falls below the Agreed Average Drop Size, PFG will give notice to Customer, and Customer will cause such average order size for the thirty (30) day period following receipt of such notice to equal or exceed the Agreed Average Drop Size.

A. When calculating the average drop size: Hot Shot, Fill-ins (because of shortages), Will Calls and or other Emergency Delivery incidents, will not be used in the calculation.

B. Exhibit "A" Details the amount of deliveries per week, per unit initially agreed upon by Ryan's Family Steak Houses of Florida Inc and PFG Florida.

In addition, individual regularly scheduled orders under $1500.00 will be charged an additional $75.00 to offset the additional charges incurred, and orders below the minimum order size of $500.00 will be delivered at the sole discretion of the PFG Distributor. Exception deliveries made in the event of emergencies will be handled on a case-by-case basis.

5. DISTRIBUTION FEES/MARGIN PRICING; DESIGNATED CATEGORIES. Appointed Distributors shall distribute Products to Customer Locations in the Designated Categories based upon the Case pricing scheme specified in this
Section (5).

Designated Categories                                Over Cost
Dry Goods                                         $ 1.79 per case
Frozen
Refrigerated
Meats/Seafood/Poultry
Janitorial
Dairy
                                 2

Fee calculation on sale = (Distributor landed) divided by (100%-Margin) Example: Distributor Landed $20.00 Dollars on Sell $1.79 per case Case Calculation ($20.00)+(1.79)= $21.79

6. PRICING; COST DEFINED; PRICE ADJUSTMENTS.

A. All pricing to Customer is calculated on PFG Distributors' cost ("Cost"), as defined below.

B. "Cost" is defined as the price invoiced by the vendor, manufacturer, packer, supplier or provider to the distributor plus applicable freight (based on national published freight rates or better), delivery charges, back haul charges (including invoices from in-house freight management) less off-invoice temporary discounts or promotions during the applicable period (excluding cash discounts). Products contracted by Customer will be billed at the contracted Cost plus applicable freight and agreed to Fee. If electronic data interchange or other invoice-less system is used, a printed report or other appropriate verification from the supplier confirming the purchase order cost will be considered an invoice for determining Cost.

7. JOINT PURCHASES. In the event that Customer and PFG Distributor mutually agree to a forward, special or other purchase on Customer's behalf that may require a purchase of inventory beyond thirty (30) days, PFG will impose a surcharge of 2% per month after the first thirty (30) days. The surcharge will be calculated based upon the Cost of any such remaining inventory after thirty
(30) days and after each successive thirty (30) day period thereafter.

A. This will exclude the purchase of Fresh Beef for Ryan's (Beef Sirloin Top Butts) Which PFG Florida will purchase and hold in accordance with Ryan's Family Steak Houses of Florida Inc. requirements for age and price.

8. ORDERING PROCEDURES. Each PFG Distributor will agree upon the ordering and other pertinent procedures with Customer. A customized order guide ("Order Guide") will be provided to Customer Locations not utilizing direct order entry to facilitate order placement, and such Customer Locations will utilize such Order Guide to order Products by item number and/or line number and desired quantity. Customer will be provided with monthly Order Guides and weekly Order Guides for "at-market" products. Comprehensive instructions and on site training will be provided to Customer Locations utilizing the direct order entry program.

9. CREDITS. Customer is not to return merchandise without written authorization from the appropriate PFG Distributor. All requests for return or adjustment of dry groceries must be reported within seven (7) days of receipt of merchandise and include the invoice number, Customer code and invoice date in order for the Customer to receive the full amount of credit.

In the case of fresh or frozen merchandise, returns must be identified at the time of delivery. Returned merchandise must reach the appropriate PFG Distributor in resalable condition and must be packed in its original carton, unless Customer is authorized to return merchandise for quality control inspection. Merchandise made to order, specially designed, crested or imprinted

cannot be exchanged or returned. Special order (non-stock) merchandise may only be returned if packed in original shipping cartons and will be subject to transportation and handling charges.

Credits shall be granted in accordance with the terms of PFG'S Operating Procedures Manual, which shall be customized by the Appointed Distributors for Customer with prior approval by Customer. Appointed Distributors may impose a re-stocking fee of ten percent (10%) in connection with any such returned merchandise, that needs to be returned to the vendor.

A. The 10% Restocking Fee will only apply to special order or proprietary products that were specifically ordered for Ryan's Family Steak Houses of Florida Inc. Any and all products returned during the normal course of business will not carry a restocking fee.

10. DELIVERY AND RECEIVING. All deliveries will be made in accordance with a prearranged delivery schedule designed by PFG Distributors to meet Customer needs. PFG Distributor (s) will establish Holiday delivery schedules at least fourteen (14) days prior to such holiday. Customer will receive an original invoice and one copy with each order, which shall be checked by an authorized representative of Customer at the time of delivery. Should any product be short or damaged, Customer's authorized representative shall notify the PFG Distributor's driver at the time of delivery. The PFG Distributor's driver will note the discrepancy on the invoice, and credit will be taken directly off the invoice.

11. CREDIT TERMS. All payments should be received within 30 days from the date of invoice. In the event of Customer's failure to make payment in accordance with the payment terms specified in the preceding sentence, PFG Florida may (in addition to any such other remedies provided for herein) make adjustments to the margins or incentive payments applicable to Customer and/or discontinue service, and PFG may terminate this Agreement. Family Steak Houses of Florida Inc will have a 48 hour period to resolve any outstanding issues.

A. Payment Obligation Family Steak Houses of Florida Inc will provide PFG Florida with weekly ACH Payments that PFG Florida initiates based on Net 30 day terms. It is understood that Ryan's Family Steak Houses of Florida Inc has a credit limit of 1 million dollars and if the balance due exceeds 1 million dollars the total amount over the 1 million dollars is due in full at the next occurrence of the next ACH payment.

B. Service Charge If invoices are not paid when due, a service charge equal to lesser of 1 1/2% per month or the maximum interest rate permitted by law may be assessed on the unpaid portion of any such overdue invoice. Unpaid invoice balances and finance charges due to PFG Distributors may be deducted from and/or offset against any credits otherwise due to Customer.

C. Financial Information Customer agrees to provide, from time to time, promptly following receipt of a written request therefor from PFG, such additional financial information, including, without limitation, audited financial statements, statement of cash flow and/or any such other financial information requested by PFG. Also a corporate cross guarantee to be provided (See Attached Exhibit "C").

12. AUDIT PRIVILEGES. Customer shall have the right, at Customer's sole expense, to audit records of PFG Distributors related to Customer under this Agreement; provided, however, that any such audits shall be subject to following limitations: (i) date and time of audit shall be mutually agreed upon following reasonable notice from Customer of its audit request; (ii) Customer shall not be entitled to audit a given PFG Distributor more than two times in any twelve month period; (iii) any such audits shall be conducted at such reasonable times during normal business hours and without any unreasonable disruption of the applicable PFG Distributor's business or year-end accounting procedures; and
(iv) any such audit will consist of a maximum of 20 items covering the prior 13 week period immediately preceding the audit request.

13. SUBSTITUTIONS/BACK ORDER. PFG Distributor shall be obligated to ship a complete order on every delivery, and in the event that a substitution becomes necessary, the PFG Distributor will substitute an appropriate product at the agreed upon Fee.

14. PROPRIETARY PRODUCTS; SPECIAL ORDERS. PFG Distributor will deliver products requested and specified by Customer that are proprietary to Customer's operations ("Proprietary Products") and special orders by Customer under the conditions specified in the following provisions of this Section (14). PFG Distributors will not bring into stock any product or lines of product for a Customer Location unless Customer's management has authorized, in writing, such action. If Customer approves and authorizes products not currently in existing inventory, the following minimum guidelines will apply to any new products brought into stock:

A. PFG Distributors shall not be required to stock any special order or Proprietary Product that does not have or will not have average weekly sales of 10 cases per participating distribution center and 12 annual turns.

B. Customer will sign a special stocking request form.

C. Customer shall provide PFG Distributors with a minimum of 21 days notice in connection with any request by Customer to bring in any new normally stocked items. Further, customer shall provide PFG Distributors with a minimum of six weeks' notice on special order items. PFG cannot guarantee that the minimum notice periods provided for in the two preceding sentences will be sufficient, and PFG shall not be responsible for or be deemed to be in default of this Agreement by virtue of the inability to obtain items within such minimum notice periods. However, the PFG Distributor shall be required to use commercially reasonable efforts to obtain such items within the prescribed notice periods.

D. If PFG has not previously purchased from the supplier/manufacturer designated by Customer, a certificate of insurance indicating coverage that satisfies PFG' required coverage and an appropriate indemnification from supplier/manufacturer must be provided before any product can be brought into inventory. If the specified supplier/manufacturer will not issue an appropriate certificate of insurance and/or provide appropriate indemnification, PFG Florida will not stock or distribute such items.

E. In the event Customer (i) decides to discontinue any Proprietary Product or products subject to special orders or (ii) Customer gives or receives notice of termination of this Agreement, Customer shall provide notice thereof to PFG Distributors within 30 days in accordance with the notice provisions of this Agreement.

F. Upon thirty (30) days of notice of a request from an Appointed Distributor, Customer agrees to purchase or advise Appointed Distributor how to dispose of such products that constitute remaining special order or Proprietary Products inventory on hand that does not meet the minimum stocking requirements listed in Section 14 (A) hereof. The Appointed Distributor may dispose of these items if they have not been removed from the distribution center after such 30- day period, and Customer shall pay the Appointed Distributor for these items within 15 Days of such disposal.

G. In the event that either terminates this Agreement party hereto, Customer agrees (i) to use commercially reasonable efforts to effect an orderly transition with respect to and (ii) to remove from the distribution centers for all PFG Distributors all perishable products within 7 days of the termination date, (all Proprietary Products, Special Order Products, obsolete inventory, other applicable products in stock, and products for which non-cancelable orders have been placed). All other items will be removed within 30 days of termination of contract. All items will be FOB distribution center, and Customer or new distributor will pay for all such inventory and all freight in connection with the disposition of all such Products. Payment for this inventory transition will be made within 30 days of the invoice date.

15. FORCE MAJEURE. Neither party shall be liable to the other party for any loss, delay or failure to perform resulting directly or indirectly from fires, floods, riots, strikes or other circumstances beyond either party's reasonable control.

16. COMPLIANCE WITH LAWS. Each party hereto agrees that it will comply with all laws and regulations applicable to this Agreement and its performance hereunder. Without limiting the foregoing, Customer agrees to fully and accurately report to the appropriate federal and state agencies and authorities all discounts (as such term is defined in 42 CFR Sec 1001.952 (h)) granted hereunder in accordance with all applicable laws and regulations.

17. REPORTING. In addition to monthly and weekly Order Guides, PFG Florida will provide any customer reports if requested by Family Steak Houses of Florida, that are available in the PFG system.

18. NOTICES. Any written notices called for in this agreement may be made by facsimile, personal delivery, overnight or other delivery service or first class mail. Notices by fax will be effective when the transmission is complete and confirmed; notices by personal delivery will be effective upon delivery; notices by overnight or other delivery services will be effective when delivery is confirmed; notices by mail will be effective four business days after mailing. The notice address for each party is set forth below and shall be subject to change upon written notice thereof in accordance with the provisions of this Section (18).

19. CHOICE OF LAW; VENUE. This Agreement, including, without limitation, any dispute or claim hereunder, shall be governed by and construed in accordance with the laws of the State of Florida without reference to the choice of law provisions of any state. Further, the parties hereby agree that any and all actions or proceedings arising from or relating to this Agreement shall be brought in the Circuit Court for the County of Hillsborough, Florida, or the United States District Court for the District of Tampa, Florida Division and hereby consent to personal jurisdiction of such courts for any such action of proceeding.

20. LIMITATION OF LIABILITY. PFG shall not be liable to the Customer for any special, indirect, incidental, consequential or punitive damages arising out of or relating to this Agreement under any legal theory.

21. MISCELLANEOUS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. PFG and Customer have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local, or foreign statute of law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The parties intend that each representation, warranty and covenant contained herein shall have independent significance. All such exhibits, schedules and other documents, or portions thereof, identified in this Agreement are incorporated herein by reference and made a part hereof. At either party's reasonable request and without further consideration, the other party shall promptly execute and deliver such instruments and documents, and take such other action, as such party may reasonably request to effectuate completely the transactions provided for in this Agreement and to otherwise carry out the purpose and intent of this Agreement. The failure of any of the parties to this Agreement to require the performance of a term or obligation under this Agreement or the waiver by any of the parties to this Agreement of any breach hereunder shall not prevent subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach hereunder. If any one or more of the provisions of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Agreement will not be affected thereby, and the parties will use all reasonable efforts to substitute for such invalid, illegal or unenforceable provision(s) one or more valid, legal and enforceable provision(s) that, insofar as practicable, implement the purposes and intents hereof. To the extent permitted by applicable law, each party waives any provision of law that would render any provision of this Agreement invalid, illegal or unenforceable in any respect. No remedies set forth herein shall be exclusive and no party shall be limited to any remedy set forth herein. All remedies available to any party shall be cumulative. This Agreement may not be amended or modified, nor may compliance with any condition or covenant set forth herein be waived, except by a writing duly and validly executed by each party hereto, or in the case of a waiver, the party waiving compliance. The titles and/or captions contained in this Agreement are included for convenience only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect. The masculine, feminine or neutral gender and singular or plural nouns shall each to be deemed to include the others whenever the context so indicates.

22. ENTIRE AGREEMENT. This agreement sets forth the complete understanding of the parties hereto with respect to the subject matter contained herein, and may not be amended or supplemented except in writing signed by both parties.

See Attached Documents:

Exhibit A - "Customer Locations"
Exhibit B - "Designated Categories"
Exhibit C - "Corporate Guaranty"
Exhibit D - "Credit Terms / Quick Pay Incentive" Addendum I - Ryan's Family Steak Houses of Florida Inc "Beef Pricing" Addendum II - Ryan's Family Steak Houses of Florida Inc "Produce Pricing"

[SIGNATURES APPEAR ON FOLLOWING PAGE]

Agreement between Family Steak Houses of Florida Inc. and PFG Florida

ACCEPTED BY:

CUSTOMER:                                      PFG:

Customer Representative Name                   PFG Representative Name
Ed Alexander                                   Mike Colosi
Title:  President / COO                        Title:  President, CEO
Company: Family Steak Houses of Florida Inc.   Performance Food Group Florida
Address:  2113 Florida Boulevard               3150 N. Gallagher Rd
          Neptune Beach, FL  32266             Dover, FL 33527
Phone:    904-249-4197                         813-659-0811
Fax:      904-249-1466                         813-659-1331



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(Signature)                          (Signature)



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(Date)                               (Date)

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