EMPLOYMENT AGREEMENT

THIS AGREEMENT between FAMILY STEAK HOUSES OF FLORIDA, INC., a Florida corporation (the "Company"), and EDWARD B. ALEXANDER (the "Executive"), is made and entered into as of the 26th day of January, 1998.

P R E A M B L E :

The Company, on behalf of itself and its shareholders, wishes to attract and retain well-qualified executives and key personnel and to assure itself of the continuity of its management. The Executive currently holds the position of Chief Financial Officer, and is a member of the Company's Management Executive Committee. The Company recognizes that the Executive is a valuable resource of the Company and the Company desires to be assured of the continued services of the Executive.

The Company is concerned that in the event of a possible or threatened change in control of the Company, uncertainties necessarily arise and the Executive may have concerns about the continuation of his employment status and responsibilities and may be approached by others offering competing employment opportunities, and the Company therefore desires to provide the Executive assurance as to the continuation of his employment status and responsibilities in such event. The Company further desires to assure that, if a possible or threatened change in control should arise and the Executive should be involved in deliberations or negotiations in connection therewith, the Executive would be in a secure position to consider and participate in such transaction as objectively as possible in the best interests of the Company and, to this end, desires to protect the Executive from any direct or implied threat to his financial well being.

The Executive is willing to continue to serve as such but desires assurance that in the event of such a change in control he will continue to have the employment status and responsibilities he could reasonably expect absent such event and in the event of a change in control he will have fair and reasonable severance protection on the basis of his service to the Company to that time.

ACCORDINGLY, it is hereby agreed by and between the parties as follows:

1. Operation of Agreement. This Agreement shall constitute a valid and binding contract between the parties immediately upon its execution and supersedes any and all prior employment agreements (excluding any indemnity agreements between the parties).

2. Change in Control. The date on which a Change in Control of the Company shall occur shall be the "Trigger Date" for purposes of this Agreement. The term "Change in Control" of the Company shall mean, and be deemed to have occurred on the date of, the first to occur of any of the following:

(a) there occurs a change in control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A promulgated under the

Securities Exchange Act of 1934 as in effect on the date of this Agreement (the "'34 Act") or, if Item 6(e) is no longer in effect, any regulations issued by the Securities and Exchange Commission pursuant to the '34 Act which serve similar purposes;

(b) any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the '34 Act) is or becomes a beneficial owner, directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company's then outstanding securities;

(c) there occurs a change in control of the Board of Directors of the Company, such that the individuals who were members of the Board of Directors of the Company, or of any class into which it is divided, immediately prior to a meeting of the shareholders of the Company involving a contest for the election of directors shall not constitute a majority of the Board of Directors, or of such class, following such election unless the election, or the nomination and election of the new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period;

(d) the Company becomes a subsidiary of another corporation or shall have merged into or consolidated with another corporation, or merged another corporation into the Company, on a basis whereby less than 50% of the total voting power of the surviving corporation is represented by shares held by former shareholders of the Company prior to such merger or consolidation; or

(e) the Company shall have sold all or substantially all of its assets to another corporation or other entity or person.

3. Employment Prior to Trigger Date.

(a) The Company hereby agrees to employ the Executive as the Chief Financial Officer of the Company and Executive hereby accepts such employment and agrees to devote his best efforts and as much time as may be necessary, during or after the regular working hours of the Company, to perform his duties hereunder.

(b) During the term of this Agreement, the Executive shall perform the duties typically performed by the Chief Financial Officer of the Company, subject to direction of, and according to such policies and procedures as may be adopted from time to time by, the Board of Directors. The Executive shall report directly to the Chief Executive Officer of the Company. Executive's duties and responsibilities shall not be diminished or reduced, without the consent of Executive.

(c) During the term of this Agreement, the Company may from time to time grant him options to acquire shares of the Company's common stock. The award of any options shall be evidenced by an agreement containing usual and customary provisions.

(d) This Agreement shall have an initial term of two years from the date hereof.

(e) The initial annual salary of Executive shall be Ninety Thousand Dollars ($90,000) per annum payable in bi-weekly installments, subject to increase at any time as determined by the Chief Executive Officer of the Company. Executive shall be entitled to receive bi-weekly reimbursement for, or seek direct payment by the Company of, such reasonable expenses incurred by Executive as are consistent with specific policies of the Company in the performance of his duties under this Agreement, provided that Executive accounts therefor in writing and that such expenses are ordinary and necessary business expenses of the Company for federal income tax purposes.

(f) Executive shall be entitled to reasonable paid vacation in accordance with the policies of the Company, and such other employee benefits as the Board may fix from time to time; provided, however, that, in the Executive's case, such employee benefits shall include comprehensive medical, hospitalization and disability insurance and other reasonable medical benefits in accordance with the policies of the Company, including the cost of an annual physical examination.

4. Post-Trigger Date Employment.

(a) Upon a Change in Control, the Executive, at his option, may resign at any time within six (6) months following the Trigger Date and receive the Termination Payments (as hereinafter defined) described in Section 7, as if Executive had been terminated on the Trigger Date, or Executive may elect to continue in the employ of the Company. If the Executive so elects, the Company hereby agrees to continue the Executive in its employ, and the Executive hereby agrees to remain in the employ of the Company, for the period commencing on the Trigger Date and ending on the last day of the month in which occurs the second anniversary of the Trigger Date (the "Post-Trigger Employment Period"), subject to the Executive's aforementioned right to resign in the six (6) month period following the Trigger Date.

(b) During the Post-Trigger Employment Period, Executive shall exercise such position and authority and perform such duties as are commensurate with the position and authority being exercised and duties being performed by the Executive immediately prior to the Trigger Date, which services shall be performed at the location where the Executive was employed immediately prior to the Trigger Date or at such other location as the Company may require not more than 20 miles from the present location. The position, authority, duties and responsibilities of the Executive shall be regarded as not commensurate if, as a result of a Change of Control, (i) the Company becomes a direct or indirect subsidiary of another corporation or corporations or becomes controlled, directly or indirectly, by one or more unincorporated entities (such other corporation or unincorporated entity owning or controlling, directly or indirectly, the Company is hereinafter referred to as a "parent company") or (ii) all or substantially all of the assets

of the Company are acquired by another corporation or unincorporated entity or group of corporations or unincorporated entities owned or controlled, directly or indirectly, by another corporation or unincorporated entity (such other acquiring or controlling corporation or unincorporated entity is hereinafter referred to as a "successor"), unless, in the case of either
(i) or (ii), Section 14 of this Agreement shall have been complied with and the Executive's position, authority, duties and responsibilities with such parent company or successor, as the case may be, are at least commensurate in all material respects with those held, exercised and assigned with the Company immediately prior to the Trigger Date.

(c) Excluding periods of vacation and sick leave to which the Executive is entitled, the Executive agrees that during the Post-Trigger Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently. Notwithstanding the foregoing, the Executive may (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions and (iii) manage personal investments, so long as such activities do not materially interfere with the performance of the Executive's duties and responsibilities. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Trigger Date, such prior conduct of activities, and any subsequent conduct of activities similar in nature and scope, shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company; provided, however, that the provisions of this sentence shall in no manner be construed as limiting or restricting the Executive to the conduct of such activities conducted immediately prior to the Trigger Date.

5. Post-Trigger Compensation and Benefits. During the Post-Trigger Employment Period, the Executive shall receive the following compensation and benefits:

(a) He shall receive an annual base salary which is not less than his annual base salary immediately prior to the Trigger Date. During the Post-Trigger Employment Period, the Executive's annual base salary shall be reviewed at least annually and shall be increased from time to time to reflect increases in the cost of living and such other increases as shall be consistent with increases in annual base salary awarded in the ordinary course of business to other key executives. Any increase in annual base salary shall not limit or reduce any other obligation to the Executive under this Agreement. In no case shall the annual base salary be reduced.

(b) He shall receive an annual bonus (either pursuant to a bonus or incentive plan or program of the Company or otherwise) in cash at least equal to the highest bonus paid or payable to the Executive in respect of any of the three (3) fiscal years of the Company (annualized with respect to any such fiscal year for which the Executive has been employed only for a portion thereof) immediately prior to the fiscal year in which the Trigger Date occurs. The annual bonus shall be payable within 30 days after the end

of each fiscal year, unless the Executive shall otherwise elect to defer the receipt of such annual bonus.

(c) He shall be eligible to participate on a reasonable basis, and to continue his existing participation, in annual incentive, stock option, restricted stock, long-term incentive performance, and any other incentive compensation plan which provides opportunities to receive compensation in addition to his annual base salary which are the greater of (i) the opportunities provided by the Company for executives with comparable duties or (ii) the opportunities under any such plans in which he was participating immediately prior to the Trigger Date.

(d) He shall be entitled to receive and participate in salaried employee benefits (including, but not limited to, medical, life and accident insurance, automobile allowance, stock ownership, and disability benefits) and perquisites which are the greater of (i) the employee benefits and perquisites provided by the Company to executives with comparable duties or (ii) the employee benefits and perquisites to which he was entitled or in which he participated immediately prior to the Trigger Date.

(e) He shall be entitled to continue to accrue credited service for retirement benefits and to be entitled to receive retirement benefits under and pursuant to the terms of any retirement plan or agreement in effect on the Trigger Date in respect of his retirement, whether or not a qualified plan or agreement, so that his aggregate monthly retirement benefit from all such plans and agreements (regardless when he begins to receive such benefit) will be not less than it would be had all such plans and agreements in effect immediately prior to the Trigger Date continued to be in effect without change until and after he begins to receive such benefit.

6. Termination. The term "Termination" shall mean termination, after the Trigger Date and prior to the expiration of the Post-Trigger Employment Period, of the employment of the Executive with the Company for any reason other than death, disability (as described below), cause (as described below), or voluntary resignation (as described below). Any termination of Executive's employment shall be communicated by a written Notice of Termination to the other party to this Agreement specifying the "Termination Date".

(a) The term "disability" means physical or mental incapacity qualifying the Executive for long-term disability under the Company's long-term disability plan.

(b) The term "cause" means (i) the willful and continued failure of the Executive substantially to perform his duties with the Company (other than any failure due to physical or mental incapacity) after a demand for substantial performance is delivered to him by the Board of Directors which specifically identifies the manner in which the board believes he has not substantially performed his duties or (ii) willful misconduct materially and demonstrably injurious to the Company. No act or failure to act by the Executive shall be considered willful unless done or omitted to be done by him

not in good faith and without reasonable belief that his action or omission was in the best interests of the Company. The unwillingness of the Executive to accept any or all of a change in the nature or scope of his position, authorities or duties, a reduction in his total compensation or benefits, a relocation that he deems unreasonable in light of his personal circumstances, or other action by or request of the Company in respect of his position, authority, or responsibility that he reasonably deems to be contrary to this Agreement, may not be considered by the Board of Directors to be a failure to perform or misconduct by the Executive. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for cause for purposes of this Agreement unless and until there shall have been delivered to him a copy of a resolution, duly adopted by a vote of a majority of the entire Board of Directors of the Company at a meeting of the Board called and held (after reasonable notice to the Executive and an opportunity for the Executive and his counsel to be heard before the Board) for the purpose of considering whether the Executive has been guilty of such a willful failure to perform or such willful misconduct as justifies termination for cause hereunder, finding that in the good faith opinion of the Board, the Executive has been guilty thereof and specifying the particulars thereof.

(c) The resignation of the Executive shall be deemed "voluntary" if it is for any reason other than one or more of the following:

(i) The Executive's resignation or retirement is requested by the Company other than for cause;

(ii) Any diminution in the nature or scope of the Executive's position, authorities or duties from those described in Section 4 or the assignment to Executive of any duties inconsistent with Executive's current position, duties and responsibilities;

(iii) Any other reduction in his total compensation or benefits from that provided in Section 5;

(iv) The breach by the Company of any provision of this Agreement;

(v) The Executive resigns within six (6) month of the Trigger Date pursuant to Section 4(a); or

(vi) The determination by the Executive that, as a result of a Change in Control and a change in circumstances thereafter significantly affecting his position, he is unable to exercise the authorities and responsibilities attached to his position and contemplated by Section 4.

For purposes of this Section 6(c), any good faith determination by the Executive that any event set forth in clauses (i) - (vi) has occurred above shall be conclusive.

(d) Termination that entitles the Executive to the payments and benefits provided in Section 7 shall not be deemed or treated by the Company as the termination of the Executive's employment or the forfeiture of his participation, award, or eligibility for the purpose of any plan, practice or agreement of the Company referred to in Section 5.

7. Termination Payments and Benefits. In the event of Termination, and within 30 days following the Termination Date, unless this Section has been previously amended pursuant to Section 13 hereof, the Company shall pay to the Executive the following (the "Termination Payments"):

(a) His base salary and all other benefits due him through the Termination Date, less applicable withholding taxes and other authorized payroll deductions;

(b) The amount equal to the highest annual bonus paid to the Executive in any of the previous three (3) fiscal years prior to the fiscal year in which Termination occurs, reduced pro rata for that portion of the fiscal year not completed as of the end of the month in which Termination occurs; provided, however, that if the Executive has deferred his award for such year, the payment due the Executive under this paragraph (b) shall be paid in accordance with the terms of the deferral; and

(c) A lump sum severance allowance in an amount which is equal to the sum of the amounts determined in accordance with the following subparagraphs (i) and (ii):

(i) An amount equivalent to the Calculation Number (as defined below) multiplied by his annual base salary at the rate in effect immediately prior to Termination; and

(ii) An amount equivalent to the Calculation Number multiplied by the highest amount of the annual incentive compensation, including annual bonus, received or deferred by the Executive for the three (3) fiscal years immediately prior to the fiscal year in which Termination occurs.

As used herein, the term "Calculation Period" shall mean two (2) fiscal years or a period equal in length to that number of fiscal years, as the context shall require, and the term Calculation Number shall mean two and one-half (2.5).

In addition to the foregoing, the Company shall pay or otherwise provide to the Executive all of the following:

(d) The Company shall pay, distribute, and otherwise provide to the Executive the amount and value of his entire plan account and interest under any investment plan or stock ownership plan, and all employer contributions made or payable to any such plan for his account prior to the end of the month in which Termination occurs shall be

deemed vested and payable to him. Such payment or distribution shall be in accordance with the elections made by the Executive in respect of distributions in accordance with the plan as if the Executive's employment in the Company terminated at the end of the month in which Termination occurs.

(e) During a period equal to the Calculation Period, the Company shall pay the Executive pursuant to the terms of any long-term incentive performance plan in which he was participating at the time of Termination as if he continued to be a participant in the plan during that period, and if pursuant to the terms of such plan no distributions therefrom become vested until after the expiration of the Post-Trigger Employment Period, then whenever distributions thereunder become vested, the Company shall pay the Executive the amount or other distribution to which he would have been entitled had his participation in the plan continued until the time distributions become vested and are made pursuant to the plan.

(f) During a period equal to the Calculation Period, the Executive shall continue to be deemed and treated as if he were an eligible employee under the provisions of all stock option, stock appreciation right, restricted stock, and other incentive compensation plans of the Company under which he held options or awards or in which he participated at the time of Termination, and he may exercise options and rights, and shall receive payments and distributions accordingly.

(g) During a period equal to the Calculation Period, the Executive shall continue to participate in and be entitled to all benefits and credited service for benefits under the benefit plans, programs and arrangements described in Sections 5(d) and 5(e) as if he remained employed by the Company at the compensation levels referred to in this Section 7 during such period, exclusive however of disability benefits and any aforesaid investment plan or stock ownership plan.

(h) Upon the expiration of the Post-Trigger Employment Period, the Executive shall be deemed to have retired from the Company and he shall be entitled at that time, or at such later time as he may elect in order to avoid or minimize any applicable early pension reduction provision, to commence to receive the total combined retirement benefit to which he is entitled hereunder.

(i) Section 5 shall be applicable in determining the payments and benefits due the Executive under this Section 7, and if Termination occurs after a reduction (which reduction occurs after the Trigger Date) in all or any part of the Executive's total compensation or benefits, the monthly severance allowance and other compensation and benefits payable to him pursuant to this Section 7 shall be based upon his compensation and benefits before the reduction.

(j) If any provision of this Section 7 cannot, in whole or in part, be implemented and carried out under the terms of the applicable compensation, benefit, or

other plan or arrangement of the Company because the Executive has ceased to be an actual employee of the Company, because he has insufficient or reduced credited service based upon his actual employment by the Company, because the plan or arrangement has been terminated or amended after the Trigger Date of this Agreement, or for any other reason, the Company itself shall pay or otherwise provide the equivalent of such rights, benefits, and credits for such benefits to the Executive, his dependents, beneficiaries and estate.

(k) The Company's obligation under this Section 7 to continue to pay or provide health care and life and accident insurance to the Executive during a period equal to the Calculation Period shall be reduced when and to the extent any of such benefits are paid or provided to the Executive by another employer, provided that the Executive shall have all rights afforded to retirees to convert group insurance coverage to individual insurance coverage as, to the extent of, and whenever his group insurance coverage under this Section 7 is reduced or expires. Apart from this paragraph (k), the Executive shall have and be subject to no obligation to mitigate.

(l) The Company shall deduct applicable withholding taxes in performing its obligations under this Section 7.

Nothing in this Section 7 is intended, or shall be deemed or interpreted, to be an amendment to any compensation, benefit, or other plan of the Company. To the extent the Company's performance under this Section 7 includes the performance of the Company's obligations to the Executive under any such plan or under another agreement between the Company and the Executive, the rights of the Executive under such plan or other agreement, as well as under this Agreement, are discharged, surrendered, or released pro tanto.

8. Gross-Up of Termination Payments. In the event that the Executive becomes entitled to the Termination Payments, if any of such payments are or become subject to the tax (the "Excise Tax") imposed by Section 4999 of the Internal Revenue Code of 1986, or any successor statute, rule or regulation of similar effect (the "Code"), the Company shall pay the Executive within 30 days of the Termination Date an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive, after deduction of any Excise Tax on the Termination Payments and the sum of any federal, state and local income tax and Excise Tax upon the payment provided by this Section, shall be equal to the Termination Payments. For the purposes of determining whether any of the Termination Payments will be subject to the Excise Tax and the amount of such Excise Tax, the following shall apply:

(a) any other payments or benefits received or to be received by the Executive from the Company or one of its benefit plans in connection with a Change in Control or in connection with Termination (from whatever source) shall be treated as "parachute payments" within the meaning of Section 280G(b)(2) of the Code;

(b) all "excess parachute payments" within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless, in the opinion of tax counsel selected by the Company's independent auditors and acceptable to the Executive, such other payments or benefits (in whole or in part) described in clause (a) above do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code;

(c) the amount of the Termination Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of:

(i) the total amount of the Termination Payments; and

(ii) the amount of excess parachute payments within the meaning of Sections 280G(b)(1) and (4) (after applying clauses (a) and (b) above).

(d) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Company's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code;

(e) the Executive shall be deemed to pay federal income taxes, and state and local income taxes in the state and locality of the Executive's residence on the date of Termination, at the highest marginal rate of income taxation in effect in the calendar year in which the Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local income taxes; and

(f) in the event the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of the payment of the Termination Payments, the Executive shall repay the Company the portion of the Gross-Up Payment attributable to such reduction, or in the event that the Excise Tax is subsequently determined to exceed the amount taken into account hereunder at the time of the payment of the Termination Payments (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional gross-up payment in respect of such excess, in each case, payment to be made within 30 days after the final determination of the amount of the reduction or excess, as the case may be, together with interest thereon at the rate provided in Section 1274(b)(2)(B) of the Code.

9. Arrangements Not Exclusive or Limiting. The specific arrangements referred to herein are not intended to exclude or limit the Executive's participation in other benefits available to executive personnel generally, or to preclude or limit other compensation or benefits as may be authorized by the Board of Directors of the Company at any time, or to limit or reduce any compensation or benefit to which the Executive would be entitled but for this Agreement.

10. Enforcement Costs. The Company is aware that upon the occurrence of a Change in Control, the Board of Directors or a stockholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, litigation seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny the Executive the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of the parties that the Executive not be required to incur the legal fees and expenses associated with the protection or enforcement of his rights under this Agreement by litigation or other legal action because such costs would substantially detract from the benefits intended to be extended to the Executive hereunder, nor be bound to negotiate any settlement of his rights hereunder under threat of incurring such costs. Accordingly, if at any time after the Trigger Date, it should appear to the Executive that the Company is or has acted contrary to or is failing or has failed to comply with any of its obligations under this Agreement for the reason that it regards this Agreement to be void or unenforceable or for any other reason, or that the Company has purported to terminate his employment for cause or is in the course of doing so in either case contrary to this Agreement, or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation or other legal action designed to deny, diminish or to recover from the Executive the benefits provided or intended to be provided to him hereunder, and the Executive has acted in good faith to perform his obligations under this Agreement, the Company irrevocably authorizes the Executive from time to time to retain counsel of his choice at the expense of the Company to represent him in connection with the protection and enforcement of his rights hereunder, including without limitation representation in connection with termination of his employment contrary to this Agreement or with the initiation or defense of any litigation or other legal action, whether by or against the Executive or the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction. The reasonable fees and expenses of counsel selected from time to time by the Executive as hereinabove provided shall be paid or reimbursed to the Executive by the Company on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with its customary practices. Counsel so retained by the Executive may be counsel representing other officers or key executives of the Company in connection with the protection and enforcement of their rights under similar agreements between them and the Company, and, unless in his sole judgement use of common counsel could be prejudicial to him or would not be likely to reduce the fees and expenses chargeable hereunder to the Company, the Executive agrees to use his best efforts to agree with such other officers or executives to retain common counsel.

11. Notices. Any notices, requests, demands and other communications provided for by this Agreement shall be in writing and personally delivered by hand or sent by registered or certified mail, if to the Executive, to him at the last address he has filed in writing with the Company or, if to the Company, to its corporate secretary at its principal executive offices.

12. Non-Alienation. The Executive shall not have any right to pledge, hypothecate, anticipate, or in any way create a lien upon any amounts provided under this Agreement, and

no payments or benefits due hereunder shall be assignable in anticipation of payment either by voluntary or involuntary acts or by operation of law. So long as the Executive lives, no person, other than the parties hereto, shall have any rights under or interest in this Agreement or the subject matter hereof.

13. Entire Agreement; Amendment. This Agreement constitutes the entire agreement of the parties in respect of the subject matter hereof. Except as hereinafter provided in this Section 13, no provision of this Agreement may be amended, waived or discharged except by the mutual written agreement of the parties. Notwithstanding the foregoing, Executive acknowledges and agrees that the Board of Directors, at any time prior to a Change in Control, may in its sole discretion, unilaterally amend this Agreement to modify or deny Termination Payments pursuant to Section 7 hereof. The consent of any other person to any such amendment, waiver or discharge shall not be required.

14. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Company, its successors or assigns, by operation of law or otherwise, including without limitation any corporation or other entity or person which shall succeed (whether directly or indirectly, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of the Company, and the Company will require any parent company or successor, by agreement in form and substance satisfactory to the Executive, expressly to assume and agree to perform, or (in the case of a parent company) to guarantee the performance of, this Agreement. Except as otherwise provided herein this Agreement shall be binding upon and inure to the benefit of the Executive and his legal representatives, heirs, and assigns, provided, however, that in the event of the Executive's death prior to payment or distribution of all amounts, distributions, and benefits due him hereunder, each such unpaid amount and distribution shall be paid in accordance with this Agreement to the person or persons designated by the Executive to the Company to receive such payment or distribution and in the event the Executive has made no applicable designation, to the persons or persons designated by the Executive as the residuary beneficiaries of his estate if he dies testate or to his heirs at law under the intestate succession laws of his state of domicile if he dies intestate.

15. Withholding of Taxes. The Company may withhold from any benefits payable under this Agreement all federal, state, city or other taxes as shall be required pursuant to any law or governmental regulation or ruling.

16. Governing Law. The validity, interpretation, and enforcement of this Agreement shall be governed by the laws of the State of Florida.

17. Severability. In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect.

18. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together constitute one and the same instrument.

IN WITNESS WHEREOF, the Executive has hereunto set his hand and, pursuant to the authorization from its Board of Directors, the Company has caused these presents to be executed in its name on its behalf, and its corporate seal to be hereunto affixed and attested by its Secretary or Assistant Secretary, all as of the day and year first shown above written.

FAMILY STEAK HOUSES OF FLORIDA, INC.

ATTEST:

By:  /s/ MICHAEL J. WALTERS                 /s/ LEWIS E. CHRISTMAN, JR.
     ---------------------------            ---------------------------
     Michael J. Walters                     Lewis E. Christman, Jr.
     Secretary                              President and CEO

EXECUTIVE

/s/ EDWARD B. ALEXANDER
---------------------------
Edward B. Alexander

EMPLOYMENT AGREEMENT

THIS AGREEMENT between FAMILY STEAK HOUSES OF FLORIDA, INC., a Florida corporation (the "Company"), and LEWIS E. CHRISTMAN, JR. (the "Executive"), is made and entered into as of the 26th day of January, 1998.

P R E A M B L E :

The Company, on behalf of itself and its shareholders, wishes to attract and retain well-qualified executives and key personnel and to assure itself of the continuity of its management. The Executive currently holds the position of Chief Executive Officer, and is a member of the Company's Management Executive Committee. The Company recognizes that the Executive is a valuable resource of the Company and the Company desires to be assured of the continued services of the Executive.

The Company is concerned that in the event of a possible or threatened change in control of the Company, uncertainties necessarily arise and the Executive may have concerns about the continuation of his employment status and responsibilities and may be approached by others offering competing employment opportunities, and the Company therefore desires to provide the Executive assurance as to the continuation of his employment status and responsibilities in such event. The Company further desires to assure that, if a possible or threatened change in control should arise and the Executive should be involved in deliberations or negotiations in connection therewith, the Executive would be in a secure position to consider and participate in such transaction as objectively as possible in the best interests of the Company and, to this end, desires to protect the Executive from any direct or implied threat to his financial well being.

The Executive is willing to continue to serve as such but desires assurance that in the event of such a change in control he will continue to have the employment status and responsibilities he could reasonably expect absent such event and in the event of a change in control he will have fair and reasonable severance protection on the basis of his service to the Company to that time.

ACCORDINGLY, it is hereby agreed by and between the parties as follows:

1. Operation of Agreement. This Agreement shall constitute a valid and binding contract between the parties immediately upon its execution and supersedes any and all prior employment agreements (excluding any indemnity agreements between the parties).

2. Change in Control. The date on which a Change in Control of the Company shall occur shall be the "Trigger Date" for purposes of this Agreement. The term "Change in Control" of the Company shall mean, and be deemed to have occurred on the date of, the first to occur of any of the following:

(a) there occurs a change in control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A promulgated under the

Securities Exchange Act of 1934 as in effect on the date of this Agreement (the "'34 Act") or, if Item 6(e) is no longer in effect, any regulations issued by the Securities and Exchange Commission pursuant to the '34 Act which serve similar purposes;

(b) any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the '34 Act) is or becomes a beneficial owner, directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company's then outstanding securities;

(c) there occurs a change in control of the Board of Directors of the Company, such that the individuals who were members of the Board of Directors of the Company, or of any class into which it is divided, immediately prior to a meeting of the shareholders of the Company involving a contest for the election of directors shall not constitute a majority of the Board of Directors, or of such class, following such election unless the election, or the nomination and election of the new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period;

(d) the Company becomes a subsidiary of another corporation or shall have merged into or consolidated with another corporation, or merged another corporation into the Company, on a basis whereby less than 50% of the total voting power of the surviving corporation is represented by shares held by former shareholders of the Company prior to such merger or consolidation;

(e) the Company shall have sold all or substantially all of its assets to another corporation or other entity or person; or

(f) the liquidation of the Company.

3. Employment Prior to Trigger Date.

(a) The Company hereby agrees to employ the Executive as the Chief Executive Officer of the Company and Employee hereby accepts such employment and agrees to devote his best efforts and as much time as may be necessary, during or after the regular working hours of the Company, to perform his duties hereunder.

(b) During the term of this Agreement, the Executive shall perform the duties typically performed by the Chief Executive Officer of the Company, subject to direction of, and according to such policies and procedures as may be adopted from time to time by, the Board of Directors. The Executive shall report directly to the Board of Directors. Executive's duties and responsibilities shall not be diminished or reduced, without the consent of Executive.

(c) During the term of this Agreement, the Company may from time to time grant him options to acquire shares of the Company's common stock. The award of any options shall be evidenced by an agreement containing usual and customary provisions.

(d) This Agreement shall have an initial term of one year from the date hereof.

(e) The initial annual salary of Executive shall be One Hundred Thirty Thousand Dollars ($130,000) per annum payable in semi-monthly installments, subject to increase at any time as determined by a majority of the disinterested members of the Compensation Committee of the Board of Directors of the Company. Executive shall be entitled to receive bi-weekly reimbursement for, or seek direct payment by the Company of, such reasonable expenses incurred by Executive as are consistent with specific policies of the Company in the performance of his duties under this Agreement, provided that Executive accounts therefor in writing and that such expenses are ordinary and necessary business expenses of the Company for federal income tax purposes.

(f) Executive shall be entitled to reasonable paid vacation in accordance with the policies of the Company, and such other employee benefits as the Board may fix from time to time; provided, however, that, in the Executive's case, such employee benefits shall include comprehensive medical, hospitalization and disability insurance and other reasonable medical benefits in accordance with the policies of the Company, including the cost of an annual physical examination. In addition, the Company shall provide a bi- annual allowance of up to Twenty Thousand Dollars ($20,000) (the "Allowance Amount") for the Executive's purchase of a new or used automobile. The automobile shall be titled in the name of Executive and shall remain Executive's property upon any termination of this Agreement. If the automobile selected by Executive has a purchase price in excess of the Allowance Amount, Executive shall be responsible for all amounts in excess of the Allowance Amount. Furthermore, during the term of this Agreement, the Company shall pay the expense of reasonable insurance for such automobile (including, but not limited to collision, liability, comprehensive and uninsured motorist coverage).

4. Post-Trigger Date Employment.

(a) Upon a Change in Control, the Executive, at his option, may resign at any time within six (6) months following the Trigger Date and receive the Termination Payments (as hereinafter defined) described in Section 7, as if Executive had been terminated on the Trigger Date, or Executive may elect to continue in the employ of the Company. If the Executive so elects, the Company hereby agrees to continue the Executive in its employ, and the Executive hereby agrees to remain in the employ of the Company, for the period commencing on the Trigger Date and ending on the last day of the month in which occurs the second anniversary of the Trigger Date (the "Post-Trigger

Employment Period"), subject to the Executive's aforementioned right to resign in the six (6) month period following the Trigger Date.

(b) During the Post-Trigger Employment Period, Executive shall exercise such position and authority and perform such duties as are commensurate with the position and authority being exercised and duties being performed by the Executive immediately prior to the Trigger Date, which services shall be performed at the location where the Executive was employed immediately prior to the Trigger Date or at such other location as the Company may require not more than 20 miles from the present location. The position, authority, duties and responsibilities of the Executive shall be regarded as not commensurate if, as a result of a Change of Control, (i) the Company becomes a direct or indirect subsidiary of another corporation or corporations or becomes controlled, directly or indirectly, by one or more unincorporated entities (such other corporation or unincorporated entity owning or controlling, directly or indirectly, the Company is hereinafter referred to as a "parent company") or (ii) all or substantially all of the assets of the Company are acquired by another corporation or unincorporated entity or group of corporations or unincorporated entities owned or controlled, directly or indirectly, by another corporation or unincorporated entity (such other acquiring or controlling corporation or unincorporated entity is hereinafter referred to as a "successor"), unless, in the case of either (i) or (ii), Section 14 of this Agreement shall have been complied with and the Executive's position, authority, duties and responsibilities with such parent company or successor, as the case may be, are at least commensurate in all material respects with those held, exercised and assigned with the Company immediately prior to the Trigger Date.

(c) Excluding periods of vacation and sick leave to which the Executive is entitled, the Executive agrees that during the Post-Trigger Employment Period he shall devote his full business time to his responsibilities as described herein and shall perform such responsibilities faithfully and efficiently. Notwithstanding the foregoing, the Executive may (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions and (iii) manage personal investments, so long as such activities do not materially interfere with the performance of the Executive's duties and responsibilities. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Trigger Date, such prior conduct of activities, and any subsequent conduct of activities similar in nature and scope, shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company; provided, however, that the provisions of this sentence shall in no manner be construed as limiting or restricting the Executive to the conduct of such activities conducted immediately prior to the Trigger Date.

5. Post-Trigger Compensation and Benefits. During the Post-Trigger Employment Period, the Executive shall receive the following compensation and benefits:

(a) He shall receive an annual base salary which is not less than his annual base salary immediately prior to the Trigger Date. During the Post-Trigger Employment Period, the Executive's annual base salary shall be reviewed at least annually and shall be increased from time to time to reflect increases in the cost of living and such other increases as shall be consistent with increases in annual base salary awarded in the ordinary course of business to other key executives. Any increase in annual base salary shall not limit or reduce any other obligation to the Executive under this Agreement. In no case shall the annual base salary be reduced.

(b) He shall receive an annual bonus (either pursuant to a bonus or incentive plan or program of the Company or otherwise) in cash at least equal to the highest bonus paid or payable to the Executive in respect of any of the three (3) fiscal years of the Company (annualized with respect to any such fiscal year for which the Executive has been employed only for a portion thereof) immediately prior to the fiscal year in which the Trigger Date occurs. The annual bonus shall be payable within 30 days after the end of each fiscal year, unless the Executive shall otherwise elect to defer the receipt of such annual bonus.

(c) He shall be eligible to participate on a reasonable basis, and to continue his existing participation, in annual incentive, stock option, restricted stock, long-term incentive performance, and any other incentive compensation plan which provides opportunities to receive compensation in addition to his annual base salary which are the greater of (i) the opportunities provided by the Company for executives with comparable duties or (ii) the opportunities under any such plans in which he was participating immediately prior to the Trigger Date.

(d) He shall be entitled to receive and participate in salaried employee benefits (including, but not limited to, medical, life and accident insurance, automobile allowance, stock ownership, and disability benefits) and perquisites which are the greater of (i) the employee benefits and perquisites provided by the Company to executives with comparable duties or (ii) the employee benefits and perquisites to which he was entitled or in which he participated immediately prior to the Trigger Date.

(e) He shall be entitled to continue to accrue credited service for retirement benefits and to be entitled to receive retirement benefits under and pursuant to the terms of any retirement plan or agreement in effect on the Trigger Date in respect of his retirement, whether or not a qualified plan or agreement, so that his aggregate monthly retirement benefit from all such plans and agreements (regardless when he begins to receive such benefit) will be not less than it would be had all such plans and agreements in effect immediately prior to the Trigger Date continued to be in effect without change until and after he begins to receive such benefit.

6. Termination. The term "Termination" shall mean termination, prior to the expiration of the Post-Trigger Employment Period, of the employment of the Executive with the Company for any reason other than death, disability (as described below), cause (as described below), or voluntary resignation (as described below). Any termination of Executive's employment shall be communicated by a written Notice of Termination to the other party to this Agreement specifying the "Termination Date".

(a) The term "disability" means physical or mental incapacity qualifying the Executive for long-term disability under the Company's long-term disability plan.

(b) The term "cause" means (i) the willful and continued failure of the Executive substantially to perform his duties with the Company (other than any failure due to physical or mental incapacity) after a demand for substantial performance is delivered to him by the Board of Directors which specifically identifies the manner in which the board believes he has not substantially performed his duties or (ii) willful misconduct materially and demonstrably injurious to the Company. No act or failure to act by the Executive shall be considered willful unless done or omitted to be done by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Company. The unwillingness of the Executive to accept any or all of a change in the nature or scope of his position, authorities or duties, a reduction in his total compensation or benefits, a relocation that he deems unreasonable in light of his personal circumstances, or other action by or request of the Company in respect of his position, authority, or responsibility that he reasonably deems to be contrary to this Agreement, may not be considered by the Board of Directors to be a failure to perform or misconduct by the Executive. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for cause for purposes of this Agreement unless and until there shall have been delivered to him a copy of a resolution, duly adopted by a vote of a majority of the entire Board of Directors of the Company at a meeting of the Board called and held (after reasonable notice to the Executive and an opportunity for the Executive and his counsel to be heard before the Board) for the purpose of considering whether the Executive has been guilty of such a willful failure to perform or such willful misconduct as justifies termination for cause hereunder, finding that in the good faith opinion of the Board, the Executive has been guilty thereof and specifying the particulars thereof.

(c) The resignation of the Executive shall be deemed "voluntary" if it is for any reason other than one or more of the following:

(i) The Executive's resignation or retirement is requested by the Company other than for cause;

(ii) Any diminution in the nature or scope of the Executive's position, authorities or duties from those described in Section 4 or the assignment to Executive of any duties inconsistent with Executive's existing position, duties and responsibilities;

(iii) Any other reduction in his total compensation or benefits from that provided in Section 5;

(iv) The breach by the Company of any provision of this Agreement;

(v) The Executive resigns within six (6) month of the Trigger Date pursuant to Section 4(a); or

(vi) The determination by the Executive that, as a result of a Change in Control and a change in circumstances thereafter significantly affecting his position, he is unable to exercise the authorities and responsibilities attached to his position and contemplated by Section 4.

For purposes of this Section 6(c), any good faith determination by the Executive that any event set forth in clauses (i) - (vi) has occurred above shall be conclusive.

(d) Termination that entitles the Executive to the payments and benefits provided in Section 7 shall not be deemed or treated by the Company as the termination of the Executive's employment or the forfeiture of his participation, award, or eligibility for the purpose of any plan, practice or agreement of the Company referred to in Section 5.

7. Termination Payments and Benefits. In the event of Termination, and within 30 days following the Termination Date, unless this Section has been previously amended pursuant to Section 13 hereof, the Company shall pay to the Executive the following (the "Termination Payments"):

(a) His base salary and all other benefits due him through the Termination Date, less applicable withholding taxes and other authorized payroll deductions;

(b) The amount equal to the highest annual bonus paid to the Executive in any of the previous three (3) fiscal years prior to the fiscal year in which Termination occurs, reduced pro rata for that portion of the fiscal year not completed as of the end of the month in which Termination occurs; provided, however, that if the Executive has deferred his award for such year, the payment due the Executive under this paragraph (b) shall be paid in accordance with the terms of the deferral; and

(c) A lump sum severance allowance in an amount which is equal to the sum of the amounts determined in accordance with the following subparagraphs (i) and (ii):

(i) An amount equivalent to the Calculation Number (as defined below) multiplied by his annual base salary at the rate in effect immediately prior to Termination; and

(ii) An amount equivalent to the Calculation Number multiplied by the highest amount of the annual incentive compensation, including annual bonus, received or deferred by the Executive for the three (3) fiscal years immediately prior to the fiscal year in which Termination occurs.

As used herein, the term "Calculation Period" shall mean two (2) fiscal years or a period equal in length to that number of fiscal years, as the context shall require, and the term Calculation Number shall mean two and one-half (2.5).

In addition to the foregoing, the Company shall pay or otherwise provide to the Executive all of the following:

(d) The Company shall pay, distribute, and otherwise provide to the Executive the amount and value of his entire plan account and interest under any investment plan or stock ownership plan, and all employer contributions made or payable to any such plan for his account prior to the end of the month in which Termination occurs shall be deemed vested and payable to him. Such payment or distribution shall be in accordance with the elections made by the Executive in respect of distributions in accordance with the plan as if the Executive's employment in the Company terminated at the end of the month in which Termination occurs.

(e) During a period equal to the Calculation Period, the Company shall pay the Executive pursuant to the terms of any long-term incentive performance plan in which he was participating at the time of Termination as if he continued to be a participant in the plan during that period, and if pursuant to the terms of such plan no distributions therefrom become vested until after the expiration of the Post-Trigger Employment Period, then whenever distributions thereunder become vested, the Company shall pay the Executive the amount or other distribution to which he would have been entitled had his participation in the plan continued until the time distributions become vested and are made pursuant to the plan.

(f) During a period equal to the Calculation Period, the Executive shall continue to be deemed and treated as if he were an eligible employee under the provisions of all stock option, stock appreciation right, restricted stock, and other incentive compensation plans of the Company under which he held options or awards or in which he participated at the time of Termination, and he may exercise options and rights, and shall receive payments and distributions accordingly.

(g) During a period equal to the Calculation Period, the Executive shall continue to participate in and be entitled to all benefits and credited service for benefits under the benefit plans, programs and arrangements described in Sections 5(d) and 5(e) as if he remained employed by the Company at the compensation levels referred to in this Section 7 during such period, exclusive however of disability benefits and any aforesaid investment plan or stock ownership plan.

(h) Upon the expiration of the Post-Trigger Employment Period, the Executive shall be deemed to have retired from the Company and he shall be entitled at that time, or at such later time as he may elect in order to avoid or minimize any applicable early pension reduction provision, to commence to receive the total combined retirement benefit to which he is entitled hereunder.

(i) Section 5 shall be applicable in determining the payments and benefits due the Executive under this Section 7, and if Termination occurs after a reduction (which reduction occurs after the Trigger Date) in all or any part of the Executive's total compensation or benefits, the monthly severance allowance and other compensation and benefits payable to him pursuant to this Section 7 shall be based upon his compensation and benefits before the reduction.

(j) If any provision of this Section 7 cannot, in whole or in part, be implemented and carried out under the terms of the applicable compensation, benefit, or other plan or arrangement of the Company because the Executive has ceased to be an actual employee of the Company, because he has insufficient or reduced credited service based upon his actual employment by the Company, because the plan or arrangement has been terminated or amended after the Trigger Date of this Agreement, or for any other reason, the Company itself shall pay or otherwise provide the equivalent of such rights, benefits, and credits for such benefits to the Executive, his dependents, beneficiaries and estate.

(k) The Company's obligation under this Section 7 to continue to pay or provide health care and life and accident insurance to the Executive during a period equal to the Calculation Period shall be reduced when and to the extent any of such benefits are paid or provided to the Executive by another employer, provided that the Executive shall have all rights afforded to retirees to convert group insurance coverage to individual insurance coverage as, to the extent of, and whenever his group insurance coverage under this Section 7 is reduced or expires. Apart from this paragraph (k), the Executive shall have and be subject to no obligation to mitigate.

(l) The Company shall deduct applicable withholding taxes in performing its obligations under this Section 7.

Nothing in this Section 7 is intended, or shall be deemed or interpreted, to be an amendment to any compensation, benefit, or other plan of the Company. To the extent the Company's performance under this Section 7 includes the performance of the Company's obligations to the Executive under any such plan or under another agreement between the Company and the Executive, the rights of the Executive under such plan or other agreement, as well as under this Agreement, are discharged, surrendered, or released pro tanto.

8. Gross-Up of Termination Payments. In the event that the Executive becomes entitled to the Termination Payments, if any of such payments are or become subject to the tax (the "Excise Tax") imposed by Section 4999 of the Internal Revenue Code of 1986, or any successor statute, rule or regulation of similar effect (the "Code"), the Company shall pay the Executive within 30 days of the Termination Date an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive, after deduction of any Excise Tax on the Termination Payments and the sum of any federal, state and local income tax and Excise Tax upon the payment provided by this Section, shall be equal to the Termination Payments. For the purposes of determining whether any of the Termination Payments will be subject to the Excise Tax and the amount of such Excise Tax, the following shall apply:

(a) any other payments or benefits received or to be received by the Executive from the Company or one of its benefit plans in connection with a Change in Control or in connection with Termination (from whatever source) shall be treated as "parachute payments" within the meaning of Section 280G(b)(2) of the Code;

(b) all "excess parachute payments" within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless, in the opinion of tax counsel selected by the Company's independent auditors and acceptable to the Executive, such other payments or benefits (in whole or in part) described in clause (a) above do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code;

(c) the amount of the Termination Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of:

(i) the total amount of the Termination Payments; and

(ii) the amount of excess parachute payments within the meaning of Sections 280G(b)(1) and (4) (after applying clauses (a) and (b) above).

(d) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Company's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code;

(e) the Executive shall be deemed to pay federal income taxes, and state and local income taxes in the state and locality of the Executive's residence on the date of Termination, at the highest marginal rate of income taxation in effect in the calendar year in which the Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local income taxes; and

(f) in the event the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of the payment of the Termination Payments, the Executive shall repay the Company the portion of the Gross-Up Payment attributable to such reduction, or in the event that the Excise Tax is subsequently determined to exceed the amount taken into account hereunder at the time of the payment of the Termination Payments (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional gross-up payment in respect of such excess, in each case, payment to be made within 30 days after the final determination of the amount of the reduction or excess, as the case may be, together with interest thereon at the rate provided in Section 1274(b)(2)(B) of the Code.

9. Arrangements Not Exclusive or Limiting. The specific arrangements referred to herein are not intended to exclude or limit the Executive's participation in other benefits available to executive personnel generally, or to preclude or limit other compensation or benefits as may be authorized by the Board of Directors of the Company at any time, or to limit or reduce any compensation or benefit to which the Executive would be entitled but for this Agreement.

10. Enforcement Costs. The Company is aware that upon the occurrence of a Change in Control, the Board of Directors or a stockholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute, litigation seeking to have this Agreement declared unenforceable, or may take, or attempt to take, other action to deny the Executive the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. It is the intent of the parties that the Executive not be required to incur the legal fees and expenses associated with the protection or enforcement of his rights under this Agreement by litigation or other legal action because such costs would substantially detract from the benefits intended to be extended to the Executive hereunder, nor be bound to negotiate any settlement of his rights hereunder under threat of incurring such costs. Accordingly, if at any time after the Trigger Date, it should appear to the Executive that the Company is or has acted contrary to or is failing or has failed to comply with any of its obligations under this Agreement for the reason that it regards this Agreement to be void or unenforceable or for any other reason, or that the Company has purported to terminate his employment for cause or is in the course of doing so in either case contrary to this Agreement, or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any litigation or other legal action designed to deny, diminish or to recover from the Executive the benefits provided or intended to be provided to him hereunder, and the Executive has acted in good faith to perform his obligations under this Agreement, the Company irrevocably authorizes the Executive from time to time to retain counsel of his choice at the expense of the Company to represent him in connection with the protection and enforcement of his rights hereunder, including without limitation representation in connection with termination of his employment contrary to this Agreement or with the initiation or defense of any litigation or other legal action, whether by or against the Executive or the Company or any director, officer, stockholder or other person affiliated with the

Company, in any jurisdiction. The reasonable fees and expenses of counsel selected from time to time by the Executive as hereinabove provided shall be paid or reimbursed to the Executive by the Company on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by such counsel in accordance with its customary practices. Counsel so retained by the Executive may be counsel representing other officers or key executives of the Company in connection with the protection and enforcement of their rights under similar agreements between them and the Company, and, unless in his sole judgement use of common counsel could be prejudicial to him or would not be likely to reduce the fees and expenses chargeable hereunder to the Company, the Executive agrees to use his best efforts to agree with such other officers or executives to retain common counsel.

11. Notices. Any notices, requests, demands and other communications provided for by this Agreement shall be in writing and personally delivered by hand or sent by registered or certified mail, if to the Executive, to him at the last address he has filed in writing with the Company or, if to the Company, to its corporate secretary at its principal executive offices.

12. Non-Alienation. The Executive shall not have any right to pledge, hypothecate, anticipate, or in any way create a lien upon any amounts provided under this Agreement, and no payments or benefits due hereunder shall be assignable in anticipation of payment either by voluntary or involuntary acts or by operation of law. So long as the Executive lives, no person, other than the parties hereto, shall have any rights under or interest in this Agreement or the subject matter hereof.

13. Entire Agreement; Amendment. This Agreement constitutes the entire agreement of the parties in respect of the subject matter hereof. Except as hereinafter provided in this Section 13, no provision of this Agreement may be amended, waived or discharged except by the mutual written agreement of the parties. Notwithstanding the foregoing, Executive acknowledges and agrees that the Board of Directors, at any time prior to a Change in Control, may in its sole discretion, unilaterally amend this Agreement to modify or deny Termination Payments pursuant to Section 7 hereof. The consent of any other person to any such amendment, waiver or discharge shall not be required.

14. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Company, its successors or assigns, by operation of law or otherwise, including without limitation any corporation or other entity or person which shall succeed (whether directly or indirectly, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of the Company, and the Company will require any parent company or successor, by agreement in form and substance satisfactory to the Executive, expressly to assume and agree to perform, or (in the case of a parent company) to guarantee the performance of, this Agreement. Except as otherwise provided herein this Agreement shall be binding upon and inure to the benefit of the Executive and his legal representatives, heirs, and assigns, provided, however, that in the event of the Executive's death prior to payment or distribution of all amounts, distributions, and benefits due him hereunder, each such unpaid amount and distribution shall be paid in accordance with this Agreement to the person or persons designated by the

Executive to the Company to receive such payment or distribution and in the event the Executive has made no applicable designation, to the persons or persons designated by the Executive as the residuary beneficiaries of his estate if he dies testate or to his heirs at law under the intestate succession laws of his state of domicile if he dies intestate.

15. Withholding of Taxes. The Company may withhold from any benefits payable under this Agreement all federal, state, city or other taxes as shall be required pursuant to any law or governmental regulation or ruling.

16. Governing Law. The validity, interpretation, and enforcement of this Agreement shall be governed by the laws of the State of Florida.

17. Severability. In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect.

18. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together constitute one and the same instrument.

IN WITNESS WHEREOF, the Executive has hereunto set his hand and, pursuant to the authorization from its Board of Directors, the Company has caused these presents to be executed in its name on its behalf, and its corporate seal to be hereunto affixed and attested by its Secretary or Assistant Secretary, all as of the day and year first shown above written.

FAMILY STEAK HOUSES OF FLORIDA, INC.

ATTEST:

By: /s/ MICHAEL J. WALTERS                  /s/ EDWARD B. ALEXANDER
    -----------------------------           -------------------------
        Michael J. Walters                  Edward B. Alexander
        Secretary                           Chief Financial Officer


                                            EXECUTIVE:

                                            /s/ LEWIS E. CHRISTMAN
                                            -------------------------------
                                            Lewis E. Christman, Jr.

                                Table of Contents
                                                                          PAGE #

SECTION   1.0:   BASIC LEASE SUMMARY                                         2

SECTION   2.0:   RENT                                                        4

SECTION   3.0:   CLEANING AND REPAIR OF DEMISED PREMISES                     6

SECTION   4.0:   CONDUCT OF BUSINESS                                         6

SECTION   5.0:   COMMON AREA USE                                             7

SECTION   6.0:   ALTERATIONS, LIENS AND SIGNS                                7

SECTION   7.0:   MAINTENANCE OF DEMISED PREMISES, SURRENDER AND RULES        8

SECTION   8.0:   INSURANCE AND INDEMNITY                                    10

SECTION   9.0:   UTILITIES                                                  11

SECTION   10.0:  PRIORITY OF LEASE                                          11

SECTION   11.0:  ASSIGNMENT AND SUBLETTING                                  11

SECTION   12.0:  WASTE, GOVERNMENTAL AND INSURANCE REQUIREMENTS, AND
                 HAZARDOUS SUBSTANCE                                        12

SECTION   13.0:  PROMOTIONAL FUND                                           13

SECTION   14.0:  DESTRUCTION OF DEMISED PREMISES                            13

SECTION   15.0:  EMINENT DOMAIN                                             14

SECTION   16.0:  DEFAULT OF TENANT                                          14

SECTION   17.0:  ACCESS BY LANDLORD                                         15

SECTION   18.0:  TENANT'S PROPERTY                                          15

SECTION   19.0:  HOLDING OVER; SUCCESSORS                                   16

SECTION   20.0:  QUIET ENJOYMENT                                            16

SECTION   21.0:  MISCELLANEOUS                                              16

SECTION   22.0:  SECURITY AND RENT DEPOSITS                                 18

SECTION   23.0:  TENANT COVENANTS; EASEMENTS                                19

ADDENDUM                                                                    20

EXHIBIT   "A"    SITE PLAN

EXHIBIT   "B"    DESCRIPTION OF LANDLORD'S WORK AND TENANT'S WORK

EXHIBIT   "C"    INTENTIONALLY OMITTED

EXHIBIT   "D"    INTENTIONALLY OMITTED

EXHIBIT   "E"    SIGN SPECIFICATIONS

EXHIBIT   "F"    TENANT'S ESTOPPEL CERTIFICATE FORM

THIS LEASE AGREEMENT ("Lease") is made and entered into as of the 29th day of January, 1998, ("Execution Date") by and between Excel Realty Trust, Inc., a Maryland corporation ("Landlord"), and Family Steakhouse of Florida, Inc., a Florida corporation ("Tenant").

WHEREAS, Landlord desires to lease certain space to Tenant, and Tenant desires to take and lease the space from Landlord, which space is more fully described in Section 1.01(d); and

WHEREAS, that certain space being the building or a portion thereof ("Demised Premises") is located within the Leesburg Square ("Shopping Center"), in the City of Leesburg, County of Lake, State of Florida.

NOW, THEREFORE, and in consideration of the rents and covenants hereinafter set forth to be kept and performed by the parties, Landlord hereby rents, demises and leases to Tenant, and Tenant takes and leases from Landlord, the Demised Premises upon the following terms and conditions:

a.   Shopping Center Name: Leesburg Square
     Address: 2259 N. Citrus Boulevard
     City: Leesburg                      County: Lake                       State: Florida

b.   Landlord's Address for Notices:                        Landlord's Address for Rent Payments:
     Excel Realty Trust, Inc.                               Excel Realty Trust, Inc.
     16955 Via Del Campo, Suite 110                         Post Office Box 501428
     San Diego, California 92127                            San Diego, California 92150-1428
     Attention: Vice President, Director of Leasing
     Phone: 619-485-9400

c.   Tenant's Address for Notices:                          Tenant's Address for Billing:
     Family Steakhouse of Florida, Inc.                     Family Steakhouse of Florida, Inc.
     Trade Name: Ryan's Family Steakhouse                   Address: 2259 N. Citrus Boulevard
     Address: 2113 Florida Boulevard                        City, State, Zip: Leesburg, FL 32748
     City, State, Zip: Neptune, FL 32233                    Attention: Edward Alexander
     Attention: Edward Alexander                                       ----------------
                ----------------
     Phones: Office:(904) 249-4197                          Store: TBD           Other:

d. Demised Premises. Commonly referred to as 2259 N. Citrus Boulevard, Major Anchor "C", containing approximately 10,191 sq. ft. with dimensions of 114' (frontage) x 89'5", as depicted on Exhibit "A" attached hereto and made a part hereof.

e. Estimated Delivery Date: 2/1/98 Lease Commencement Date: 2/1/98 Rent Commencement Date: the earlier of (i) one hundred twenty (120) days after Landlord delivers the Demised Premises to Tenant or
(ii) when Tenant opens for business.

Lease Expiration Date: 01/31/08

If the "Actual Delivery Date" is earlier or later than the "Estimated Delivery Date" hereinabove by more than fifteen (15) days, then, in order to establish a new Lease Commencement Date, Rent Commencement Date and Expiration Date, Landlord and Tenant shall enter into written agreement within ten (10) days after the "Actual Delivery Date".

f. Lease Term: Ten (10) Years Options: One (1) Five Year

g. Rent Due Date & Late Fee.

Due Date: 1st of Month Late Date: 10th of Month Late Fee: 5% Interest Rate: 1.5% per month

h. Minimum Annual Rental.

Period            Annual             Month              Annual PSF

Years 1- 10       $81,528.00         $6,794.00          $8.00

Option Period

Years 11-15       $105,986.40        $8,832.20          $10.40

i    Additional Rent.
     CAM & Insurance (See Section 5.02):                   $1,070.05    Estimate
     Taxes (See Section 2.07):                             $569.00      Estimate
     Promotions (See Section 13.01):                       n/a          Estimate
     Privilege/Sales and Use Tax (See Section 2.07(c):     $590.31      Estimate
                                                           ---------
     Total Monthly Estimate for Minimum
     Annual Rental and Additional Rent:                    $9,023.36    First Year

     Privilege Tax:    7%

     Percentage Rents (See Section 2.02). None

     Due Date:                  n/a
     Reporting Frequency:       n/a
     Payment Frequency:         n/a
     Percentage:                n/a                        Initial Breakpoint: n/a

j.   Security Deposit (See Section 22.01).        $0
     Rent Deposit (See Section 22.03).            $0

k.   Tenant's Insurance Requirements.

     Public Liability and Property Damage:   $1,000,000.00 CSL
     Personal Property:                      Full replacement
     Other:                                  Plate Glass, Liquor Liability,
                                             if applicable.

l. Signs. Drawings and specifications shall be completed in accordance with Exhibit "E" attached hereto and made a part hereof and have been submitted to Landlord for its written approval prior to installation of exterior signs. Tenant agrees that its signage must comply with applicable governmental regulations and requirements. Landlord agrees to grant Tenant the right, subject to any and all governmental approvals, to have signage (i) on the Shopping Center pylon at U.S. 441 in space previously occupied by Fashion Bug, (ii) on the Shopping Center pylon at County Road Bypass in space previously occupied by Fashion Bug, (iii) on the front elevation of the Demised Premises, and
(iv) on the north wall of space "19". All costs and expenses to secure signage will be borne by Tenant. In the event of any conflict between Exhibit "E-1" and Exhibits "E-2" through "E-5", Exhibits "E-2" through "E-5" shall be controlling.

m. Permitted Use. Tenant shall use the Demised Premises solely for the purpose of conducting the business of a steakhouse and buffet with steak and beef as its primary menu items, Tenant will not use or permit any part of the Demised Premises to be used for any other purpose.

n. Broker: Jon Rose - Charles Wayne Properties and Bernie Hoone - Tyre and Taylor

o. Condition of Demised Premises. Upon delivery of the Demised Premises by Landlord, Tenant shall accept the Demised Premises in |x| "As Is" condition or |_| upon substantial completion of Landlord's Work, as set forth in Section I of Exhibit "B", or |_| upon substantial completion of Landlord's Work, as set forth in Section II of Exhibit "B", attached hereto and made a part hereof.

p. Guarantor(s) -- (include spouse of individual guarantors, home address and business address). None

q. Other Lease Notes. See attached Addendum.

r. Special Conditions of Lease. Tenant agrees to keep all terms and conditions of tile Lease confidential and not discuss rents, terms or conditions of the Lease with any existing or future tenants. Breach of confidentiality shall be deemed a default under the Lease. Landlord may pursue any and all default remedies available under the Lease against Tenant, including any legal remedies.

s. Tenant agrees to operate its business during normal business hours opening for business no later than 7:30 a.m. and closing no earlier than 11:00 p.m., seven (7) days per week, holidays excluded.

t. Effect of Reference to the Basic Lease Summary. Each of the provisions contained in the Basic Lease Summary herein shall be construed to incorporate references contained thereto in other provisions in the Lease and shall be limited by such provisions. Each reference in the Lease to any of the provisions in this Section 1.01 shall be construed to incorporate all of the terms provided under each such provision. In the event of any conflict between Section 1.01 and the Lease, the Lease shall be controlling.

1.02 Demised Premises & Use of Common Area. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, at the rental and upon the covenants and conditions hereinafter set forth, the Demised Premises, crosshatched in red on Exhibit "A". The use and occupancy by Tenant of the Demised Premises shall include the right to use, in common with others entitled thereto, the Common Area, as defined in Section 5.03, employee parking areas, service roads, loading facilities, sidewalks and customer parking areas of the Shopping Center, and such other facilities as may be designated from time to time by Landlord, subject, however, to the terms and conditions of the Lease. Landlord may designate certain portions of the parking areas as reserved for use of certain tenants or customers of certain tenants at Landlord's sole discretion. All parking rights are subject to applicable governmental ordinances and regulations. See Addendum

1.04 Commencement of Rental and Other Charges. Tenant's obligation to pay Minimum Annual Rental shall commence on the Rent Commencement Date, as set forth in Section 1.01(e) unless Landlord is to perform Landlord's Work, in which event the Rent Commencement Date shall be the earlier of (i) thirty (30) days after Landlord notifies Tenant in writing that the Demised Premises are substantially complete and are delivered to Tenant ("Delivery Date") or (ii) Tenant opens for business to the public. The term "substantially complete" as used in the Lease shall mean that the work, if any, to be performed by Landlord as described in Exhibit "B", attached hereto and made a part hereof, has been completed with the exception of minor items which can be completed without material interference with the installation of fixtures or improvements for Tenant's business. Tenant, prior to the Lease Commencement Date, shall with the prior consent of Landlord be permitted to install fixtures and equipment. Any work done by Tenant prior to completion of Landlord's Work shall be done In a manner as will not interfere with the progress of Landlord's Work. Landlord shall have no liability or responsibility for loss or damage to fixtures, equipment or other property of Tenant so installed or placed in the Demised Premises.

1.05 Lease Term. The Lease shall become fully effective and binding as of the Execution Date. The "Lease Term" shall mean that period commencing upon the Lease Commencement Date and continuing through the Lease Expiration Date, unless sooner terminated as provided under the Lease or by law.

1.06 Tenant's Work. Tenant shall make all necessary improvements to the Demised Premises to operate Tenant's business, including Tenant's Work, as set forth in Exhibit "B". Tenant's Work shall comply with all applicable statutes, ordinances, regulations, and codes and shall strictly comply with the requirements of Section 6.0. Tenant may not enter upon or puncture the roof or interfere with the sprinkler system without the prior written consent of Landlord, as required under Section 6.01. Tenant agrees, at its sole cost and expense, to obtain and maintain public liability insurance and worker's compensation insurance to fully protect Landlord as well as Tenant from and against any and all liability for death or injury to person, or damage to property, caused by the construction of Tenant's Work.

1.07 Shopping Center Provisions. No rights or remedies shall accrue to Tenant arising out of the failure of Landlord to construct or lease any other parts of the Shopping Center or from any changes in occupancy by tenants in the Shopping Center except as otherwise provided in the Exclusive Use covenant to Tenant as stated in the Addendum. It is understood that Exhibit "A" sets forth the general layout of the Shopping Center but shall not be deemed as a warranty, representation or agreement on the part of Landlord that the Shopping Center layout will be or continue to be exactly as depicted thereon. Landlord reserves the right from time to time, at its sole discretion, and without the consent of Tenant to (i) change the number, size, height (including additional stories) or locations of the buildings or Common Area In the Shopping Center as Landlord may deem appropriate provided access and parking materially remains the same; (ii) change or modify any means of ingress or egress; (iii) construct building(s) and/or kiosk(s) on or in the Common Area; or (iv) add additional land or buildings or both to the Shopping Center.

1.08 Tenant's Proportionate Share. Tenant shall pay its proportionate share of operating expenses including taxes, insurance and Common Area maintenance expenses ("Additional Rent"), as more particularly set forth in the Lease. As used in the Lease, the term "Proportionate Share" shall be equal to a fraction, the numerator of which shall be the number of square feet of leasable floor area in the Demised Premises and the denominator of which shall be the number of square feet of leasable floor area in the Shopping Center, whether leased, vacant or occupied. Provided, however, if a tenant in the Shopping Center maintains its own premises or separately meters its utilities or separates its parcel or insures its own premises, the denominator shall be adjusted accordingly. Tenant's Proportionate Share as of the Execution Date is eleven percent (11%), which is subject to adjustment in the event floor area should change.

Section 2.0
RENT

2.01 Minimum Annual Rental. Effective upon the Rent Commencement Date, Minimum Annual Rental hereunder shall be as set forth in Section 1.01(h) and payable in monthly installments in advance, without set off, on the first day of each month throughout the Lease Term at the office of Landlord, as set forth in
Section 1.01(b), or at such other place designated by Landlord, without any prior demand. Minimum Annual Rental for any fractional month shall be prorated and payable in advance. A Fifty Dollar ($50.00) handling fee will be imposed on all Tenant checks returned to Landlord for insufficient funds, and all future payments due shall be made with certified funds or a cashiers check.

2.07 Taxes. Effective upon the Rent Commencement Date, Tenant shall pay to Landlord as Additional Rent its Proportionate Share of all real estate taxes, special taxes and governmental assessments for the Shopping Center (excluding any tenants separately taxed), at least thirty (30) days prior to delinquency. The initial estimate shall be as set forth in Section 1.01(i). Landlord, at its option, may obtain separate taxable status for the Demised Premises, and in such event, Tenant's tax contribution shall be based thereon.

(a) Right to Contest Assessments. Landlord may contest any and all such real estate taxes. If the result of any such contest shall be a reduction in the amount so contested, that portion of any refund, reduction, credit or recovery from the taxing authorities with respect to such real estate taxes which is in the same proportion of the total refund or recovery as Tenant's share of taxes, shall belong to Tenant, and the balance shall belong to Landlord. The cost of any such contest shall be paid as Additional Rent in the same Proportionate Share as the real estate taxes are paid.

(b) Real Estate Tax. Real estate taxes shall mean (i) any fee, license fee, license tax, business license fee, commercial rental tax, levy, charge, assessment, penalty or tax imposed by any taxing or judicial authority against the Shopping Center Improvements or land upon which the Shopping Center is located, together with all taxes levied upon or assessed against the personal property of Tenant; (ii) any tax on Landlord's right to receive, or the receipt of, rent or income from the Shopping Center or against Landlord's business of leasing the Shopping Center; (iii) any tax or charge for fire protection, streets, sidewalks, road maintenance, refuse or other services provided to the Shopping Center by any governmental agency; (iv) any tax imposed upon this transaction, or based upon a re-assessment of the Shopping Center due to a change In ownership or transfer of all or part of Landlord's interest in the Shopping Center; and (v) any charge or fee replacing any tax previously included within the definition of real property tax.

(c) Privilege Tax. Tenant shall pay to Landlord the Privilege Tax, as set forth in Section 1.01(i), which shall be a percentage of the Minimum Annual Rental and Additional Rent paid by Tenant to Landlord.

"Privilege Tax" shall mean any assessment, tax, levy or charge allocable to or measured by the area of the Demised Premises leased by Tenant or the Minimum Annual Rental and Additional Rent payable by Tenant, including but not limited to, any gross Income tax with respect to the receipt of such Minimum Annual Rental, or upon or concerning the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy of the Demised Premises by Tenant.

2.08 Late Charges. All past due Minimum Annual Rental, Additional Rent or other charges due under the Lease shall be assessed a five percent (5%) late charge. Such charge shall be deemed Additional Rent and Landlord may in its sole discretion, deduct such charge from the Security Deposit. Additionally, all past due Minimum Annual Rental, Additional Rent and other charges due under the Lease shall accrue interest at 1.5% per month or the maximum amount permitted by law, whichever is greater, and may likewise be deducted by Landlord from the Security Deposit.

Section 3.0
CLEANING AND REPAIR OF DEMISED PREMISES

3.01 Landlord's Obligations. Landlord shall deliver the Demised Premises to Tenant in broom clean condition, with the HVAC, plumbing, electrical systems and equipment in good condition. Landlord expressly agrees that the HVAC equipment will be serviced prior to the delivery of the demised premises to tenant. Except as set forth herein, the respective obligations of Landlord and Tenant regarding maintenance and repairs are governed by Section 7.0.

Section 4.0
CONDUCT OF BUSINESS

4.01 Use of Demised Premises. Tenant shall use the Demised Premises solely for the purpose set forth in Section 1.01(m) and shall operate under the trade name set forth in Section 1.01(c), and for no other business or purpose or under any other name without the prior written consent of Landlord. Said consent may be subject to conditions as Landlord deems appropriate, at its sole and absolute discretion.

4.02 Operation of Business. Tenant shall continuously operate and keep open to the public the entire Demised Premises during the Lease Term and any renewal thereof with due diligence and efficiency, maintain adequate personnel for efficiently accommodating its customers. The Demised Premises shall not be used in any manner that would necessitate (in accordance with any requirement of law or of any public authority) the making of an addition or alteration in or to the Demised Premises by Landlord. Tenant shall, at a minimum, keep the store open during normal business hours as described in Section 1.01(s).

4.03 Duties and Prohibited Conduct. Tenant shall not use the Demised Premises, or permit or fail to prevent the Demised Premises to be used (i) for any purpose or in any manner that violates any legal requirement and/or the requirements of the insurance underwriter(s) of the Shopping Center; (ii) for the sale, rental or display of pornography, nudity, graphic violence, drug paraphenalia, or any goods and/or services that, in the sole and absolute discretion of Landlord, are inconsistent with the image of a community or family-oriented shopping center; (iii) as a massage parlor, adult bookstore or second-hand store; (iv) to conduct an auction, distress, fire, bankruptcy or going-out-of-business sale or similar sales; (v) to operate any video, pinball or other gaming machines except for one skill crane toy machine which may be installed in the demised premises; or (vi) to keep live animals of any kind unless otherwise permitted by the Lease. Tenant shall keep the Demised Premises, and every part thereof, in a clean and wholesome condition, free from any objectionable noises, loud music, odors or nuisances. If the Permitted Use includes the sale and/or preparation of food, Tenant shall at all times maintain a health department rating of "A" (or such other highest department or similar rating as is available). Tenant shall not violate any existing "exclusive" or "restrictive" Lease covenants of any tenant(s) in the Shopping Center. Landlord covenants with Tenant that Tenant's Permitted Use does not violate any existing "exclusive" or "restrictive" lease covenants of any tenant(s) in the Shopping Center.

Section 5.0
COMMON AREA USE

5.01 Control of Common Area by Landlord. The Common Area shall at all times be subject to the exclusive control and management of Landlord, and Landlord shall have the right from time to time to establish, revoke, modify and enforce reasonable rules and regulations with respect to all or any part of said Common Area, provided, however, said rules and regulations do not materially effect the amount of parking spaces for Tenant's customers and employees or materially alter access to the Demised Premises. Landlord shall also have the right to close all or any portion of said Common Area to such extent as may, in the opinion of Landlord's counsel, be legally sufficient to prevent a dedication thereof or the accrual of any rights to any person or the public therein; and to do and perform such other acts in and to said Common Area and improvements, and/or revise and develop the same, as Landlord shall determine to be advisable, with a view to the improvement of the convenience and use thereof by the tenants of the Shopping Center and their customers, provided adequate, and reasonably comparable, access to and parking for the Demised Premises is maintained.

5.02 Common Area Maintenance Contribution. During each calendar year or any portion thereof during the Lease Term and any renewal thereof, Tenant will pay to Landlord as Additional Rent its Proportionate Share of the Common Area maintenance expenses ("CAM"); however, if any CAM expense is increased because of Tenant's use, Tenant shall pay said additional expense within thirty (30) days after receipt of a detailed statement from Landlord. Tenant's share of such costs shall be estimated by Landlord on an annual basis for each calendar twelve
(12) month period ending on December 31, prorating any partial Lease Year. The initial estimate shall be as set forth in Section 1.01(i) which Tenant shall pay in monthly installments on the first day of each month in advance. If Tenant's Proportionate Share of such CAM expenses for any Lease Year shall exceed Tenant's payments, then within thirty (30) days after Tenant's receipt of a detailed statement, Tenant shall pay the difference to Landlord. If the statement indicates an overpayment by Tenant, then Tenant shall be entitled to offset such overpayment against obligations next accruing under the Lease.

5.03 Operating Costs. For the purpose of this Section 5.03, "CAM" shall mean the total costs and expense incurred in operating, managing, maintaining, repairing, relocating, modifying, renovating and replacing the Common Area, including without limitation the property management fee, costs of maintaining and repairing the roof (excepting the replacement thereof), detention ponds, porches, sprinkler system, utility lines, resurfacing or patching parking areas, line painting, sidewalks and curbs, security and traffic control, security alarm systems, gardening, watering and landscaping, lighting, maintenance of sanitary control, Common Area utilities, snow and ice removal, drainage, rubbish and other refuse, including any required recycling costs, costs to remedy and/or comply with governmental matters, repair or installation of equipment for energy-saving or safety purposes, reserves for future maintenance and repair work, to be used as necessary at Landlord's reasonable discretion, costs associated with any merchants' association, depreciation on equipment and machinery used in maintenance, cost of personnel and management required to provide such services, any Capital Expenditures, as hereinafter defined, insurance which shall include public liability and umbrella insurance, fire and extended coverage, all risk, including flood and earthquake, and such other items of cost and expense which relate to proper maintenance of the Common Area, including those made in a tenant's premises but for the benefit of all tenants in the Shopping Center plus ten percent (10%) of all of the foregoing costs to cover the administrative cost relative to the Common Area ("Administrative Fee").

"Common Area" shall mean all areas, space, equipment, and special services provided by Landlord for common or joint use and benefit of the tenants, their employees, agents, servants, customers and invitees, including without limitation roofs, walls, parking areas, access roads, driveways, retaining walls, landscaped and vacant areas, loading facilities, pedestrian malls, walkways, ramps, wash rooms, fountains, shelters, signs, security, lighting fixtures and equipment, cost of utility service, and the facilities appurtenant to each of the aforesaid, and any other facilities maintained for the benefit of the Shopping Center. Landlord shall have the right to modify, expand or reduce the Common Area from time to time as deemed reasonable by Landlord.

"Capital Expenditures" shall mean an expenditure which in accordance with generally accepted accounting practices are not fully chargeable to current expense in the year the expenditure is incurred. Charges for capital expenditures shall be limited to the replacement of Common Area. Amortization may be, in lieu of the full cost of such item amortized, over its useful life.

5.04 Extended Hours Services. If Tenant desires to operate its business in the Demised Premises for more than ten (10) hours beyond the normal Shopping Center hours of operation, Tenant shall request Landlord's permission to do so, which request shall be subject to Landlord's approval. Thereafter, Tenant shall notify Landlord of any changes in the times or dates of the extended hours of operation. Landlord will provide those extended hours services that it deems necessary provided, however, in time event Tenant requires in excess of ten (10) additional hours of extended hours services, beyond Tenant's standard business hours, as set forth in Section 1.01(s). Tenant shall reimburse Landlord for the increased costs incurred by Landlord for such extended hours services, including without limitation, lighting, security, utilities and Landlord's Administrative Fee with respect to all such expenses. Tenant shall pay such Increased costs as part of Additional Rent in accordance with Section 5.03.

5.05 Security Officers. Tenant acknowledges that if Landlord provides security officers for the Common Area, Landlord does not represent, guarantee or assume responsibility that Tenant will be secure from any claims relating to such security officers. Landlord shall have no obligation to hire, maintain or provide such services, which may be withdrawn or charged at any time with or without notice to Tenant or any other person and without liability to Landlord.

Section 6.0
ALTERATIONS, LIENS AND SIGNS

6.01 Alterations. The requirements of this Section 6.01 shall apply to Tenant's Work as described in Section 1.06 and any alterations thereafter. Tenant shall not, without Landlord's prior written consent, either make or cause to be made any alterations, including additions and Improvements, to the Demised Premises or to any exterior signs,

shades or awnings. Landlord's consent shall be at its sole and absolute discretion. Any alterations consented by Landlord shall be made at Tenant's sole expense. Tenant shall provide its own trash containers for construction debris and use service entrances to the Demised Premises, if any. Tenant shall secure any and all governmental permits, approvals or authorizations required in connection with any such work and shall hold Landlord harmless from any and all liability, costs, damages, expenses (including attorney's fees) and liens resulting therefrom. All alterations (expressly including all light fixtures and floor coverings, except trade fixtures, appliances and equipment that do not become a part of the Demised Premises), shall immediately become the property of Landlord. At Landlord's request, Tenant shall utilize only contractors or subcontractors who have contracts in effect at the time the improvements are made with the respective building trade unions which traditionally and normally perform the work of the crafts involved in such work. Upon completion of any such work, Tenant shall provide Landlord with "as built" plans,

6.02 Tenant Shall Discharge All Liens. Tenant shall promptly pay its contractors and materialmen for all work performed by Tenant, so as to prevent the assertion or imposition of liens, encumbrances or charges upon or against the Demised Premises, and shall, upon request, provide Landlord with lien waivers. In the event any lien or notice of lien shall be asserted or filed, Tenant shall bond against or discharge the same within ten (10) days after written request by Landlord. In the event Tenant fails to remove said lien within said ten (10) day period, Landlord may, at its sole option, elect to satisfy and remove the lien by paying the full amount claimed or otherwise, without investigating the validity thereof, and Tenant shall pay Landlord upon demand the amount paid out by Landlord on Tenant's behalf, including Landlord's costs and expenses incurred with interest at the maximum legal rate or Tenant shall be in default hereunder. Landlord's election to discharge liens as provided hereunder shall not be construed to be a waiver or cure of Tenant's default hereunder.

Tenant covenants and agrees to keep the Demised Premises free of mechanic's and materialmen's liens and other liens of like nature other than liens created or claimed by reason of any work done by the Landlord or its agent, and at all times to fully protect and indemnify Landlord against all attorney's fees and other costs and expenses arising out of or incurred by reason of or on account of such claim or lien. Landlord shall have the right to post and maintain on the Demised Premises a notice of non-responsibility, and to such other things as may in Landlord's judgement be necessary to protect against such mechanic's and materialmen's liens as are provided for In the law of the state in which the Demised Premises is located.

6.03 Signs, Awnings and Canopies. Tenant will not, without Landlord's prior written consent at Landlord's sole discretion, place or suffer to be placed or maintained upon the roof or on any exterior door, wall or window of the Demised Premises, any sign, awning or canopy, or advertising matter or other thing of any kind, and will not without such consent place or maintain any decoration, lettering or advertising matter on the glass of any window or door of the Demised Premises. All signs, awnings, canopies, decorations, lettering, advertising matter or other thing so installed by Tenant shall at all times be maintained by Tenant, at its expense, in good condition and repair. Landlord reserves the exclusive right to use for any purpose whatsoever the roof and exterior of the walls of the Demise Premises of the building of which the Demised Premises are a part. If Tenant installs any sign that does not meet Landlord's sign criteria, Landlord shall have the authority without liability to remove and store the subject sign and repair all damage caused by the removal of the sign. All expenses Landlord incurs shall be immediately paid by Tenant Landlord reserves the right to remove Tenant's sign during any period when Landlord repairs, restores, constructs or renovates the Demised Premises of the building of which the Demised Premises are a part, provided, however, Landlord shall re-install Tenant's signage at Landlord's sole expense.

Section 7.0
MAINTENANCE OF DEMISED PREMISES, SURRENDER AND RULES

7.01 Maintenance, Repair, and Replacement by Tenant. Tenant shall, at its sole cost and expense, at all times repair, maintain, and replace (i) the interior of the Demised Premises, together with exterior entrances, all glass and all window moldings; (ii) all fixtures, partitions, ceilings, floor coverings and utility lines within the Demised Premises, and all plumbing and sewage facilities within the Demised Premises including free flow up to utility owned sewer lines; and (iii) all doors, door openers, equipment, machinery, appliances, signs and appurtenances thereof (including lighting, heating, air conditioning, and plumbing equipment and fixtures within the Demised Premises, in conformity with governmental regulations and all rules and regulations of the Board of Fire Underwriters, in good order, condition, maintenance and repair. If any item which Tenant is obligated to repair cannot be fully repaired, Tenant shall promptly replace such item, regardless of whether the benefit of such replacement extends beyond the Lease Term and any renewal thereof.

7.02 Performance of Work by Landlord. If Tenant refuses or neglects to repair, replace, or maintain the Demised Premises, or any part thereof, in a manner reasonably satisfactory to Landlord, Landlord shall have the right but not the obligation, upon giving Tenant ten (10) days written notice of its election to do so except in the case of an emergency where notice is not practical, to enter the Demised Premises and make such repairs or perform such maintenance or replacements on behalf and for the account of Tenant. Nothing herein contained shall imply any duty of Landlord to do work that Tenant is required to do under the Lease, nor shall Landlord's performance of any repairs on behalf of Tenant constitute a waiver of Tenant's default in failing to do the same. No exercise by Landlord of any rights herein reserved shall entitle Tenant to any compensation, damages or rent abatement from Landlord for any injury or inconvenience occasioned thereby. If Landlord performs any maintenance or other obligations that Tenant is required to perform under the Lease, Tenant shall upon demand pay to Landlord the costs and expenses incurred by Landlord in doing same or deposit with the Landlord the anticipated amounts thereof, plus the Administrative Fee.

Service Contracts. Tenant shall contract with a qualified Heating, Ventilation and Air Conditioning ("HVAC") service company approved by Landlord for the monthly maintenance and the repair and replacement, as necessary, of the HVAC within the Demised Premises. Tenant shall contract with a qualified service company for the cleaning and maintenance of any grease traps which are Tenant's responsibility to maintain. Tenant shall provide Landlord with a copy of any contract required hereunder within thirty (30) days after the Lease Commencement Date, together with a copy of any subsequent

contracts within ten (10) days after their execution, including all contract renewals. If Tenant fails to provide copies of said service contracts or maintain as required, Landlord shall have the option to obtain a service contract, at Tenant's expense.

7.04 Landlord's Obligations. Subject to Section 14.0, the structural portions of the Demised Premises, the roof (excepting maintenance and repair), exterior walls and the foundations, plumbing, electrical and utility connections to the Demised Premises, shall be maintained and/or replaced by Landlord, except when the condition requiring such repairs shall result from Tenant's act or the fault of Tenant, its officers, agents, customers or employees. In the event Landlord fails to commence repairs it is obligated hereunder to make within thirty (30) days after written notice from Tenant specifying the necessary repairs and providing that the repairs are actually necessary, Tenant may make such repairs and be entitled to credit the next accruing Minimum Annual Rental from Landlord for the reasonable costs of said repairs.

7.05 Surrender of Demised Premises. At the expiration of the tenancy hereby created, Tenant shall peaceably surrender the Demised Premises, including all alterations, additions, improvements, decorations and repairs made thereto (but excluding all trade fixtures, equipment, signs and other personal property installed by Tenant, provided that in no event shall Tenant remove any of the following materials or equipment without Landlord's prior written consent: any freestanding signs, any power wiring or power panels; lighting or lighting fixtures; wall coverings; drapes, blinds or other window coverings; carpets or other floor coverings; or other similar building operating equipment and decorations), broom clean and in good condition and repair, reasonable wear and tear excepted, without any damage, injury or disturbance. Tenant shall remove all its personal property not required to be surrendered to Landlord before surrendering the Demised Premises as aforesaid and shall repair any damage to the Demised Premises caused thereby. Any personal property remaining in the Demised Premises at the expiration of the Lease Term shall be deemed abandoned by Tenant, and Landlord may claim the same and shall in no circumstances have any liability to Tenant therefor. Upon expiration, Tenant shall also surrender all keys for the Demised Premises to Landlord and, if applicable, inform Landlord of any combinations of locks or safes in the Demised Premises. If the Demised Premises are not surrendered at the end of the Lease Term as set forth hereunder, Tenant shall indemnify Landlord against loss or liability resulting from delay by Tenant in so surrendering the Demised Premises, including without limitation, claims made by any succeeding tenant founded on such delay. Tenant's obligation to observe or perform this covenant shall survive the expiration or other termination of the Lease Term.

7.06 Rules and Regulations. Tenant agrees as follows:

(a) The delivery or shopping of goods, merchandise, supplies and fixtures to and from the Demised Premises shall be subject to such rules and regulations as in the judgment of Landlord are necessary for the proper operation of the Shopping Center.

(b) No loud speakers, televisions, phonographs, radios or other devices shall be used in a manner so as to be heard or seen outside the Demised Premises without the prior written consent of Landlord.

(c) Tenant shall not place or permit any obstructions or merchandise on the sidewalk or in the outside areas immediately adjoining the Demised Premises or other common facilities and shall not use such areas for business purposes other than for ingress and egress.

(d) Tenant and its employees shall park their cars only in those portions of the parking area designated by Landlord.

(e) Tenant shall have full responsibility for protecting the Demised Premises and the property located therein from theft and robbery.

(f) Tenant shall not permit on the Demised Premises any act or practice which is unlawful, immoral, or which might injure the reputation of the Shopping Center. Furthermore, Tenant shall not display, sell, or store, any sexually explicit materials and/or drug paraphernalia in or about the Demised Premises.

(g Tenant, its employees, agents and invitees shall not solicit business In the parking or Common Area nor shall Tenant distribute or place handbills or other advertising matter in or on automobiles parked in the parking or Common Area.

(h) Tenant shall not conduct any auction, fire, bankruptcy sales or close out sales in the Demised Premises.

(i) Tenant shall keep the Demised Premises free and clear of rodents, bugs and vermin. Tenant shall use, at its cost and at such intervals as Landlord shall reasonable require, a reputable pest extermination contractor to provide extermination services in the Demised Premises.

(j) Tenant shall keep the Demised Premises and adjacent area orderly, neat, clean and free from rubbish and trash at all times and to permit no refuse to accumulate around the exterior of the Demised Premises. Tenant shall not burn any trash, rubbish or garbage in or about the Demised Premises. Trash shall be stored in a sanitary and inoffensive manner inside the Demised Premises or In screened areas approved by Landlord, and Tenant shall cause the same to be removed at reasonable intervals.

(k) The Demised Premises shall be open for business Monday through Saturday, except legal holidays, during the minimum hours established by Landlord as set forth In Section 1.01(s).

(l) To use or permit the use of the Common Area by others to whom Landlord may grant or may have granted such rights in such manner as Landlord may from time to time designate, including but not limited to truck and trailer sales and special promotional events.

(m) Tenant shall not display any banners or signs outside the Demised Premises nor conduct any sidewalk sales or displays except as part of a coordinated promotional program throughout the Shopping Center.

Landlord reserves the right from time to time to amend or supplement the foregoing rules and regulations and to adopt and promulgate reasonable additional rules and regulations applicable to the Demised Premises. Notice of such rules and regulations and amendments and supplements thereto, if any, shall be given to Tenant in writing. Tenant agrees to comply with all such rules and regulations, and Tenant shall be responsible for the observance of these rules and regulations by Tenant's employees, agents and invitees. The foregoing rules are solely for the benefit of Landlord, and Landlord shall have no obligation to enforce such rules for the benefit of Tenant. Landlord, at its option, may waive certain rules with respect to individual tenants. If Tenant violates any rule, Landlord may notify Tenant that Tenant is in default.

Section 8.0
INSURANCE AND INDEMNITY

8.01 Property Insurance. Tenant shall at all times keep and maintain in full force and effect, at its sole cost and expense, all risk property insurance coverage, which shall include fire and extended coverage, flood and earthquake protecting Tenant from loss, damage or injury by whatever means, with respect to Tenant's improvements, furniture, fixtures, machinery, equipment, stock or trade, and all other items kept, used, or maintained by Tenant in, on, or about the Demised Premises providing protection to the extent of 100% replacement value.

8.02 Waiver of Subrogation. Landlord and Tenant, and all parties claiming under them mutually release each other party from all claims or liability for damage due to any act or neglect of the other party (except as hereinafter provided) occasioned to property owned by said parties which is or might be incidental to or the result of a fire or any other casualty against loss from which either of the parties is now carrying or hereafter may carry insurance. Provided, however, that the releases herein contained shall not apply to any loss or damage occasioned by the willful acts of either of the parties hereto. The parties further covenant that any insurance obtained on their respective properties shall contain an appropriate provision whereby the insurance company or companies consent(s) to the mutual release of liability contained in this
Section 8.02.

8.03 Increase in Insurance Premiums. Tenant agrees not to keep, use, sell or offer for sale, in or upon the Demised Premises, any articles or goods which may cause the insurance premiums to increase. Tenant agrees to pay upon demand any increase in premium resulting from the use of the Demised Premises by Tenant, whether or not Landlord has consented to such use.

8.04 Liability Insurance. Tenant shall keep in full force and effect, at its sole cost and expense, a policy of public liability and property damage Insurance with respect to the Demised Premises and the business operated by Tenant for the joint benefit of Tenant and Landlord, naming Landord as additional insured. The limits of coverage shall not be less than $1,000,000 per occurrence for bodily and/or personal injuries and $1,000,000 per occurrence for property damage liability or a combined single limited of $1,000,000. Further, Tenant shall obtain, at its own expense, all insurance coverages required by law to operate its business, including workers compensation insurance.

8.05 Indemnification of Landlord. Tenant will protect, indemnify, defend and save harmless Landlord, its agents and servants, from and against all claims, demands, liabilities and expense (including costs and attorney fees) in connection with loss of life, bodily injury, personal injury and/or damage to property of whatever kind or character, howsoever caused, arising from or out of any occurrence in, upon or about the Demised Premises, or in the occupancy or use by Tenant of the Demised Premises.

8.06 Plate Glass Insurance. Tenant shall keep and maintain in force during the Lease Term or any renewal thereof, plate glass Insurance upon windows and doors in the Demised Premises.

8.07 Liquor Liability Insurance. In the event that at any time during the Lease Term or any renewal thereof, beer, wines or other alcoholic liquors or beverages are sold or given away upon or from the Demised Premises (it being understood and agreed, however, that the foregoing provisions shall not authorize the use of the Demised Premises for such purposes without the express consent of Landlord being set forth otherwise in the Lease), Tenant shall, at its sole expense, obtain, maintain and keep in force, adequate liquor liability insurance protecting both Tenant and Landlord in connection therewith within policy limits acceptable to Landlord. In the event Tenant shall fail to procure such Insurance where applicable, Landlord may procure the same at Tenant's expense. In the event such insurance is not carried, sales of the foregoing products shall be suspended until such coverage is in force.

8.08 Insurance Policy. The insurance required in this Section 8.0 shall be in form approved by Landlord, shall name Landlord and Tenant as the insured, and shall contain a clause that the insurer will not cancel, materially modify or fail to renew the insurance without first giving Landlord thirty (30) days prior written notice. The insurance shall be with an insurance company approved by Landlord, authorized to do business In the state and have a policyholder's rating of no less than "A-1" in the most current edition of Best's Insurance Reports. A Certificate of Insurance shall be delivered to Landlord prior to delivery of the Demised Premises by Landlord to Tenant and at each renewal thereafter. The policy shall insure Tenant's performance of the indemnity provisions of Section 8.05 hereof. It is hereby understood and agreed that Tenant's insurance coverages shall be primary and that any insurance coverages of the Landlord shall be non-contributing.

Section 9.0
UTILITIES

9.01 Utility Charges. Tenant shall be solely responsible for and promptly pay all charges for heat, water, gas, sewer, electricity, or any other utilities or services attributable to the Demised Premises. Landlord may elect to furnish any one or more of the above utility services in which event Tenant shall accept and use such services as furnished by Landlord. Landlord's charges therefor shall not exceed the rates charged by local public utility companies to retail customers for similar services. In no event shall Landlord be liable for an interruption or failure in the supply of any such utilities or services supplied by Landlord because of necessary repairs or improvements or for any cause beyond Landlord's control nor shall any such interruption or failure relieve Tenant of the performance of any of its obligations hereunder.

Section 10.0
PRIORITY OF LEASE

10.01 Subordination Landlord shall have the right to transfer, mortgage, assign, pledge, and convey in whole or in part the Demised Premises, Shopping Center, Lease and all rights of Landlord existing or to exist, and rents and amounts payable under the provisions hereof; and nothing herein contained shall limit or restrict any such right. The rights of Tenant under the Lease shall be subject and subordinate to all instruments executed or to be executed in connection with the exercise of any such right of Landlord, including, but not limited to, the lien of any mortgage, deed of trust or security agreement now or hereafter placed upon the Demised Premises and the Shopping Center and to all renewals, modifications, and extensions thereof. Tenant agrees to execute and deliver upon request instruments subordinating the Lease to the lien of any such mortgage, deed of trust or security agreement as shall be requested by Landlord and/or any mortgage, proposed mortgagee or holder of any security agreement, provided, however, that said mortgagee or holder shall agree that Tenant's peaceable, possession of the Demised Premises or as rights under the Lease will not be disturbed or diminished on account thereof, provided, Tenant is not in default hereunder. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute and deliver any such instrument for and in the name of Tenant but only in the event Tenant fails to execute an agreement in accordance with the terms set forth herein. Notwithstanding anything set out in the Lease to the contrary, in the event the holder of any mortgage or deed of trust elects to have the Lease superior to its mortgage or deed of trust, then, upon Tenant being notified to that effect by such encumbrance holder, the Lease shall be deemed prior to the lien of said mortgage or deed of trust, whether the Lease is adopted prior to or subsequent to the date of said mortgage or deed of trust. Landlord represents and warrants that Landlord is the current fee simple owner of the Shopping Center of which the Demised Premises is a part subject only to these certain items as follows: NONE.

10.02 Notice to Landlord of Default. In the event of any act or omission by Landlord which would give Tenant the right to terminate the Lease or claim a partial or total eviction, or make any claim against Landlord for the payment of money, Tenant will not make such claim or exercise such right until it has given thirty (30) days written notice of such act or omission to (i) Landlord; and
(ii) the holder of any mortgage, deed of trust or other security instrument as to whom Landlord has instructed Tenant to give copies of all of Tenant's notices to Landlord and said thirty (30) day period shall have elapsed during which the parties or any of them has not commenced diligently to remedy such act or omission or to cause the same to be remedied. Nothing herein contained shall be deemed to create any rights to Tenant not specifically granted in the Lease or under applicable provisions of law.

10.03 Estoppel Certificate. Tenant agrees, at anytime, and from time to time, upon ten (10) days prior written notice by Landlord, to execute, acknowledge and deliver to Landlord, an estoppel certificate in substantially the same form as Exhibit "F", attached hereto and made a part hereof, addressed to Landlord or other party designated by Landlord certifying that the Lease Is in full force and effect or, if there have been modifications, that the same is/are in full force and effect as modified and stating the modifications. If Tenant does not deliver such certificate to Landlord within such ten (10) day period, Landlord and any prospective purchaser or encumbrancer may conclusively presume and rely upon the following facts: (i) that the terms and provisions of the Lease have not been changed except as otherwise represented by Landlord;
(ii) that the Lease has not been canceled or terminated except as otherwise represented by Landlord; (iii) that not more than one (1) month's Minimum Annual Rental or other charges have been paid in advance; and (iv) that Landlord is not In default under the Lease. In such event, Tenant shall be estopped from denying the truth of such facts. Tenant shall also, if required, give prompt written notice to any encumbrance holder requested by Landlord in the event of any default on the part of Landlord under the Lease, and will agree to allow such encumbrance holder a reasonable length of time after notice, provided, however, the cure is commenced upon receipt of notice, to cause the default to be cured before declaring a default under the Lease.

10.04 Attornment. At the option of the holder of any mortgage affecting the Demised Premises ,Tenant agrees that no foreclosure of a mortgage affecting the Demised Premises, nor the Institution of any suit, action, summary or other proceeding against Landlord herein, or any successor Landlord, or any foreclosure proceeding brought by the holder of any such mortgage to recover possession of such property, shall by operation of law or otherwise result in cancellation or termination of the Lease or the obligations of Tenant hereunder, and upon the request of the holder of any such mortgage, Tenant covenants and agrees to execute an instrument in writing satisfactory to such party or parties or to the purchaser of the Demised Premises in foreclosure whereby Tenant attorns to such successor in Interest.

Section 11.0 ASSIGNMENT AND SUBLETTING (Occupancy Transaction)

11.01 Consent Required. Tenant shall not assign the Lease in whole or in part, nor sublet all or any part of the Demised Premises without first obtaining the prior written consent of Landlord in each instance, which consent may be granted or withheld in Landlord's sole discretion. Landlord may withhold its consent on any reasonable ground,

including without limitation any of the following situations: (i) the Transferee's contemplated use of the Demised Premises following the proposed Occupancy Transaction is not identical to the Permitted Use; (ii) in Landlord's reasonable business judgement, the Transferee lacks sufficient business reputation or experience to operate a successful business of the type and quality permitted under the Lease; (iii) the present net worth and working capital of the Transferee are less than that of Tenant, or Tenant and Tenant's Guarantor, as the case may be, at the Execution Date or at the time of the request, whichever is higher; or (iv) the proposed Occupancy Transaction would breach any covenant of Landlord respecting radius restriction, location, use or exclusivity In any other Lease, financing agreement, or other agreement relating to the Shopping Center. Tenant shall not have the right or power to enter into an Occupancy Transaction if Tenant shall be in default under any provision of the Lease. Should Tenant desire to enter into an Occupancy Transaction, Tenant shall request Landlord's consent to such transaction in writing at least thirty
(30) days before the effective date of any such transaction. Said request shall include (i) a detailed description of the proposed transaction, including its nature, effective date, the purchase price, payment terms, allocation among leasehold interest, personal property, improvements, goodwill, inventory and other items; (ii) a description of the Identity, financial condition and previous business experience of tenant or transferee, including, without limitation, copies of latest income statement, balance sheet and statement of cash flows (with accompanying notes and disclosures of all material changes thereto) in audited form, if available, and certified as accurate by tenant or transferee respectively, together with a statement authorizing Landlord or its designated representative(s) to Investigate tenant's or transferee's business experience, credit and financial responsibility; and (iii) a check in the amount of Five Hundred and No/100 Dollars ($500.00) payable to Landlord for Landlord's administrative and legal review of said Occupancy Transaction. Within thirty
(30) days after receipt of Tenant's request for consent and all items required Landlord may consent to the proposed Occupancy Transaction, or refuse to consent to the Occupancy Transaction. Any consent by Landlord to any Occupancy Transaction shall be evidenced by an Instrument prepared by Landlord, and executed by Tenant and Transferee. As a condition to the completion of such transaction, Transferee shall agree in writing to assume and perform all of the terms, covenants and conditions of the Lease that are obligations of Tenant, including any past due or unknown monetary obligations as of the date of assignment, Tenant shall remain fully liable to perform its duties under the Lease following the Occupancy Transaction. If Tenant enters into an Occupancy Transaction, the Minimum Annual Rent then payable and any scheduled increases thereto shall be increased on the effective date of such transaction to the greater of (I) the total Minimum Annual Rental payable by the Transferee to Tenant; (ii) an amount equal to the total of the Minimum Annual Rental plus Percentage Rent required to be paid by Tenant pursuant to the Lease during the calendar year immediately preceding such transaction; or (iii) the Minimum Annual Rental then payable and any scheduled increases thereto, increased in accordance with the CPI Adjustment Procedures using the Rent Commencement Date as the base month and the effective date of such transaction as the month of adjustment. The foregoing shall be construed to include a prohibition against any voluntary or involuntary assignment or subletting arising by operation of law.

Notwithstanding any assignment or sublease, Tenant shall remain fully liable under the Lease and shall not be released from performing any of the terms, covenants and conditions hereof unless Landlord expressly releases Tenant.

Landlord shall have the right to sell, convey, transfer or assign all or any part of its interest In the real property and the buildings of which the Demised Premises are a part or its interest in the Lease, and Tenant agrees to attorn to Landlord's purchaser or assignee.

Section 12.0
WASTE, GOVERNMENTAL AND INSURANCE REQUIREMENTS,
AND HAZARDOUS SUBSTANCE

12.01 Waste or Nuisance. Tenant shall not commit or suffer to be committed any waste upon the Demised Premises or any nuisance or other act which may disturb the quiet enjoyment of any other tenant in the Shopping Center.

12.02 Governmental and Insurance Requirements. Tenant shall, at its sole cost and expense, comply with all of the requirements of any insurance carrier for the Shopping Center and of all county, municipal, state, federal and other applicable governmental authorities, now in force or which may hereafter be in force.

12.03 Hazardous Substances. Tenant covenants and warrants that Tenant, Tenant's Work and any alterations thereto and Tenant's use of the Demised Premises will at all times comply with and conform to all laws, statutes, ordinances, rules and regulations of any governmental, quasi-governmental or regulatory authorities which relate to the transportation, storage, placement, handling, treatment, discharge, generation, production or disposal (collectively `Treatment") of any waste, petroleum product, waste products, radioactive waste, poly-chlorinated biphenyls, asbestos, hazardous materials or substance of any kind, and any substance which is regulated by any law, statute ordinance, rule or regulation (collectively "Hazardous Materials"). Tenant further covenants and warrants that it will not engage in or permit any person or entity to engage in any treatment of any waste on or which affects the Demised Premises or the Shopping Center.

Immediately upon receipt of any Notice, Tenant shall deliver to Landlord a true, correct and complete copy of any written notice. "Notice", as used herein, shall mean any note, notice or report of any suit, proceeding, investigation, order, consent order, injunction, writ, award or action related to or affecting or indicating the treatment of any waste in or affecting the Demised Premises.

Tenant hereby agrees it will indemnify, defend, save and hold harmless Landlord and Landlord's officers, directors, shareholders, employees, agents, partners, and their respective heirs, successors and assigns (collectively "Indemnified Parties") against and from, and reimburse the Indemnified Parties with respect to, any and all damages, penalties, claims, liabilities, loss, costs and expense (including, without limitation, litigation costs, attorneys' fees and

expenses, court costs, administrative costs and costs of appeals), incurred by or asserted against the Indemnified Parties by reason of or arising out of (i) the breach of any representation or undertaking of Tenant under this Section 12.03; (ii) all foreseeable and unforeseeable consequential damages, directly or indirectly, arising out of the presence, use, generation, storage, release, threatened release or disposal of Hazardous Materials by Tenant, its agents or contractors; and (iii) including, without limitation, the cost of any required or necessary repair, cleanup, remediation or detoxification and the preparation of any closure or other required plans, whether such actions is required or necessary following the Lease Commencement Date, to the full extent that such action is attributable, directly or indirectly, to the presence, use, generation, storage, release, threatened release or disposal of Hazardous Materials by Tenant, its agents or contractors. Hazardous Materials shall include but not be limited to substances defined as "hazardous substances", "hazardous materials" or "toxic substances" in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Hazardous Materials Transportation Act, as amended by the Resource Conservation and Recovery Act, as amended by the Federal Clean Water Act, or any other federal, state or local environmental law, regulation, ordinance, rule or law, whether existing as of the date hereof, previously enforced or subsequently enacted.

Landlord has given the right, but not the obligation, to inspect and monitor the Demised Premises and Tenant's use of the Demised Premises in order to confirm Tenant's compliance with the terms and representations set forth herein.

Section 13.0
PROMOTIONAL FUND

Section 14.0
DESTRUCTION OF DEMISED PREMISES

14.01 Partial Destruction. In the event of the partial destruction of the building or improvements located on the Demised Premises by fire or any other casualty, Landlord shall restore or repair said building and improvements with reasonable diligence. Landlord shall expend such sums as required to repair or restore said buildings and improvements to the condition they were in Immediately prior to the date of the destruction. An equitable portion of the Minimum Annual Rental payable by Tenant to the extent that such damage or destruction renders the Demised Premises untenantable shall abate from the date of such damage or destruction until repaired or restored.

14.02 Substantial Destruction. If the Demised Premises shall be so damaged by fire or other casualty or happening as to be substantially destroyed as determined by Landlord or Tenant, then either party shall have the option to terminate the Lease by giving written notice to the other party within sixty
(60) days after such destruction effective upon the date of occurrence, and any unearned rent shall be equitably abated and returned to Tenant for such period as the Demised Premises were untenantable. If Landlord or Tenant does not elect to terminate the Lease as aforesaid, then the Lease shall remain in full force and effect and Landlord shall proceed with reasonable diligence to repair and replace the Demised Premises to the condition it was in prior to the date of such destruction, as set forth in Section I of Exhibit "B". During the time the Demised Premises are so destroyed and totally untenantable, Minimum Annual Rental shall be equitably abated.

14.03 Partial Destruction of Shopping Center. In the event that sixty percent (60%) or more of the gross leasable area in the Shopping Center shall be damaged or destroyed by fire or other cause, notwithstanding that the Demised Premises may be unaffected by such fire or other cause, Landlord and Tenant shall have the right, to be exercised by notice in writing delivered to the other within ninety (90) days after said occurrence, to terminate the Lease. Upon the giving of such notice the other the Lease Term shall expire by lapse of time upon the third (3rd) day after such notice

is given, and Tenant shall vacate the Demised Premises and surrender the same to Landlord pursuant to the terms of the Lease.

Section 15.0
EMINENT DOMAIN

15.01 Condemnation. In the event of any condemnation or conveyance in lieu thereof of the Demised Premises or the Shopping Center, or both, whether whole or partial, Landlord may terminate the Lease. In any event, Tenant shall have no claim against Landlord for the value of the unexpired term, and Tenant shall not be entitled to any part of the compensation or award, whether paid as compensation for diminution in value to the Leasehold or to the fee of the Demised Premises. Tenant hereby waives any right to any part of the compensation or award and assigning to Landlord its interest therein; provided, however, to the extent the amount recoverable by Landlord, as herein above set forth, is not diminished thereby, Tenant shall have the right to claim and recover from the condemning authority (but not from Landlord) such compensation as may be separately awarded to Tenant in Tenant's own name and right on account of all damage to Tenant's business by reason of the condemnation and any cost which Tenant may incur in removing Tenant's property from the Demised Premises. Provided, however, Tenant's rights to recover under this Section 15.01 shall be subordinate to the rights of Landlord's mortgagee.

Section 16.0
DEFAULT OF TENANT

16.01 Default. The following shall constitute an "Event of Default" under the Lease:

(a) failure of Tenant to make within ten (10) days after receipt of written notice from Landlord, any payment of Minimum Annual Rental, Additional Rent or other charges payable by Tenant hereunder or to timely discharge any other monetary obligation;

(b) Tenant's failure to perform or observe any of the terms, conditions, covenants, agreements or obligations of the Lease to be observed or performed by Tenant and such failure continues for thirty (30) days after Tenant's receipt of written notice from Landlord (except such thirty (30) day period shall be automatically extended for such additional period of time as is reasonably necessary to cure such Event of Default, if such Event of Default cannot be cured within such period, provided Tenant Is in the process of diligently and continuously pursuing curing same); provided, however, that such right to written notice shall be non-cumulative and limited to a maximum of two (2) times during each calendar year of the Lease Term and any renewal thereof;

(c) if Tenant shall become bankrupt or insolvent, or file or have filed against it any bankruptcy proceedings, or take or have taken against it in any court pursuant to any statute, either of the United States or of any state, a petition of bankruptcy or insolvency, or for reorganization or for the appointment of a receiver or trustee of all or a portion of Tenant's property, or if Tenant makes an assignment for the benefit of creditors, or petitions for or enters into an arrangement;

(d) if Tenant shall abandon or vacate the Demised Premises, or suffer the Lease to be taken under any writ of execution;

(e) if Tenant shall default in the timely payment of Minimum Annual Rental, Additional Rent, or other charges due or to timely discharge any other monetary obligation three (3) times In any twelve (12) month period notwithstanding the fact that any such default shall have been cured;

(f) the falsification by Tenant or any agent of Tenant of any report or statement required to be furnished to Landlord pursuant to the terms of the Lease. The falsification of any such document shall be deemed an incurable, material breach of the Lease and, at Landlord's option, constitutes an Immediate termination of Tenant's right to possession of the Demised Premises; or

(g) If Tenant fails to continuously operate its business within the Demised Premises, except for temporary periods of closure caused by casualty, strikes, lock-outs or similar causes beyond the reasonable control of Tenant or remodeling, renovation and/or rebuilding the improvements on the Demised Premises.

Tenant agrees that Tenant shall have no further claim under the Lease and shall quit and deliver up the possession of the Demised Premises, Including permanent Improvements to the Demised Premises, when the Lease terminates by limitation or In any other manner provided for herein.

16.02 Remedies. If an Event of Default occurs, Landlord may:

(a) Elect to re-enter or take possession of the Demised Premises pursuant to legal proceedings or any notice provided for herein, and may either terminate the Lease or without terminating the Lease make such alterations and repairs as may be necessary in order to relet the Demised Premises for a term, rental rate and conditions as Landlord, in its sole discretion, may deem advisable. Upon reletting, rentals received by Landlord from such reletting shall be applied first to the payment of any indebtedness other than Minimum Annual Rental due hereunder from Tenant; third to the payment of any costs and expenses of such reletting, Including brokerage fees, attorneys' fees, and costs of alterations and repairs; second to the payment of the most current Minimum Annual Rental owed at that time; and the residual, if any, shall be held by Landlord and applied in payment of future Minimum Annual Rental as the same may become due and payable a hereunder from Tenant. If such rentals received from such reletting are less than that to be paid by Tenant, Tenant shall be liable for the deficiency to Landlord. No such re-entry or taking possession of the Demised Premises by Landlord shall be construed as an election on its part to terminate the Lease or to accept a

surrender thereof.

(b) Notwithstanding reletting without termination, Landlord may at any time thereafter elect to terminate the Lease for such Event of Default. Should Landlord elect to terminate the Lease in addition to any other remedies Landlord may have available, Landlord may recover from Tenant all damages incurred by reason of such breach, including the cost of recovering the Demised Premises.

(c) Tenant agrees that this Lease is a lease of "real property in a shopping center" and that a debtor in possession and/or trustee in bankruptcy acting pursuant to the provisions of the revised bankruptcy code, may assume the Lease only if, in addition to such other conditions of the Lease and applicable law, said debtor in possession and/or trustee shall provide Landlord with such written assurances of future performance as are acceptable to Landlord

(d) Landlord shall have at all times a valid lien for Minimum Annual Rental as well as any and all other sums becoming due by Tenant, upon all goods, wares, equipment, fixtures, furniture and other personal property of Tenant situated on the Demised Premises, and such property shall not be removed therefrom without the consent of Landlord until all arrearage in Minimum Annual Rental as well as any and all other sums then due to Landlord shall first have been paid and discharged. Upon the occurrence of an Event of Default, Landlord may, In addition to any other remedies provided herein or by law or equity, enter upon the Demised Premises and take possession of all Tenant's improvements, any and all goods, wares, equipment, fixtures, furniture and other personal property of Tenant thereon and may remove all persons and property from the Demised Premises by force, summary action, or otherwise. Said property may be removed and stored in a public warehouse or elsewhere at the cost and for the account of Tenant, all without service of notice or resort to legal process, and without being deemed guilty of trespass or becoming liable for any loss or damage which may be occasioned thereby. Landlord may sell said property with or without notice at public or private sale, with or without having such property at the sale, at which Landlord or its assigns may purchase, and apply the proceeds thereof less any and all expenses connected with the taking of possession and sale of the property, as a credit against any sums due by Tenant to Landlord.

(e) Mention in the Lease of any particular remedy shall not preclude Landlord of any other remedy, in law or in equity.

(f) Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event Tenant is evicted or dispossessed for any cause, or in the event Landlord obtains possession of the Demised Premises.

(g) No receipt of monies by Landlord from or for the account of Tenant or from anyone in possession or occupancy of the Demised Premises after the termination or after the giving of any notice of termination shall reinstate, continue or extend the Lease Term or affect any notice given to Tenant prior to the receipt of such money.

(h) No delay or omission of Landlord to exercise any right or remedy under the Lease, or in law or in equity shall be construed as a waiver of any such right or remedy of any Event of Default.

16.03 Failure to Pay: interest. If Tenant at any time shall fail to pay any taxes, assessments or liens, provide insurance or perform any act or obligation under the Lease, or fail to pay any charge payable by Tenant or timely discharge any other monetary obligation of Tenant required under the Lease, Landlord, without waiving or releasing Tenant from any obligation or default under the Lease, may, but shall have no obligation, at any time thereafter make such payment or perform such act for the account and at the expense of Tenant. All sums so paid by Landlord and all costs and expenses so incurred shall accrue interest at a rate equal to one and one-half percent (1.5%) per month In no event to exceed the maximum rate permitted by law, from the date of payment or incurring thereof by Landlord and shall constitute Additional Rent payable by Tenant and paid by Landlord by Tenant upon demand.

Section 17.0
ACCESS BY LANDLORD

17.01 Right of Entry. Landlord or Landlord's agents shall have the right to enter the Demised Premises at all reasonable times and upon prior notice, except in the event of an emergency, to examine the same and to show to prospective purchasers or lenders and to make such maintenance, repairs, alterations, improvements or additions as Landlord may deem necessary or desirable. During the six (6) months prior to the expiration of the Lease Term or any renewal thereof, Landlord may exhibit the Demised Premises to prospective tenants or purchasers and place upon the Demised Premises the usual signage for space rental. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any obligation, responsibility or liability whatsoever for the care, maintenance or repair of the building or any part thereof, except as otherwise herein specifically provided.

Section 18.0
TENANT'S PROPERTY

18.01 Taxes on Leasehold. Tenant shall be responsible and pay before delinquency all municipal, county, or state taxes assessed during the Lease Term and any renewals thereof against any leasehold interest or personal

property of any kind owned by or placed in, upon, or about the Demised Premises by Tenant.

18.02 Loss and Damage. All property of Tenant kept or stored on the Demised Premises shall be so kept or stored at the risk of Tenant only, and Tenant hereby holds Landlord harmless from any claims arising out of damage to the same, including subrogation claims by Tenant's insurance carriers, a waiver of which shall be obtained in advance by Tenant.

18.03 Notice by Tenant. Tenant shall give immediate notice to Landlord in case of fire or accidents, or damage to or defects in the Demised Premises or in the building of which the Demised Premises are a part.

Section 19.0
HOLDING OVER; SUCCESSORS

19.01 Holding Over. Any holding over after the expiration of the Lease Term or renewal thereof shall be construed to be a tenancy from month to month at the rents herein specified (prorated on a monthly basis) and shall otherwise be on the terms and conditions herein specified, so far as applicable; provided, however, any such holding over, with or without Landlord's consent, shall be one and one half (1.5) times the Minimum Annual Rental due for the last month of the then current term. Any costs incurred by Landlord, including attorney's fees to enforce eviction against Tenant, shall be at Tenant's expense.

19.02 Successors and Assigns. Except as otherwise herein provided, the Lease and all the covenants, terms, provisions and conditions herein contained shall inure to the benefit and be binding upon the heirs, representatives, successors and assigns of each party hereto, and all covenants herein contained shall run with the land and bind any and all successors in title to Landlord and Tenant.

Section 20.0
QUIET ENJOYMENT

20.01 Landlord's Covenant. Upon payment by Tenant of the rents herein provided, and upon the observance and performance of all the covenants, terms and conditions on Tenant's part to be observed and performed, Tenant shall peaceably and quietly hold and enjoy the Demised Premises for the Lease Term and any renewal thereof without hindrance or interruption by Landlord or any other person or persons.

Section 21.0
MISCELLANEOUS

21.01 Waiver. No covenant, term or condition of the Lease shall be deemed to have been waived by Landlord unless such waiver shall be in writing.

21.02 Accord and Satisfaction. No payment by Tenant or receipt by Landlord of a lesser amount than the monthly rent installments herein stipulated shall be deemed to be other than on account of the most current stipulated rent owed at that time, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction.

21.03 No Partnership. Landlord does not, in any way or for any purpose, become a partner of Tenant in the conduct of its business or otherwise, or joint adventurer or a member of a joint enterprise with Tenant.

21.04 Force Majeure. In the event that either party hereto shall be delayed or hindered in or prevented from the performance of any act or obligation required hereunder by reason of strikes, lockouts, labor troubles, inability to procure materials, failure of power, restrictive governmental laws or regulations, riots, insurrection, war, or other reason of a like nature not the fault of the party delayed In performing work or doing acts required under the terms of the Lease, then the time allowed for performance of such act shall be extended by a period equivalent to the period of such delay. The provisions of this Section 21.04 shall not operate to excuse Tenant from the prompt payment of Minimum Annual Rental, Additional Rent or any other charges required under the Lease.

21.05 Landlord's Liability. Except as provided herein, if Landlord shall fail to perform any covenant, term or condition of the Lease upon Landlord's part to be performed, Tenant may not terminate the Lease, and Tenant's sole remedies shall be money damages (except as set forth in Section 21.16) and specific performance. If Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied only out of the proceeds of sale received upon execution of such judgment and levy thereon against the right, title and interest of Landlord in the Shopping Center as the same may then be encumbered and neither Landlord nor if Landlord be a partnership, any of the partners comprising such partnership shall be liable for any deficiency. It is understood that in no event shall Tenant have any right to levy execution against any property of Landlord other than Its interest in the Shopping Center as herein before expressly provided. In the event of the sale or other transfer of Landlord's right, title and interest in the Demised Premises or the Shopping Center, Landlord shall be released from all liability and obligations hereunder.

21.06 Notices and Payments. Any notice by Tenant to Landlord must be served by Federal Express or similar overnight delivery service or by certified mail, postage prepaid, addressed to Landlord at the place designated for the payment of rent, or at such other address as Landlord may designate from time to time by written notice. Any notice by Landlord (which may be given by Landlord or Landlord's attorney or management company) to Tenant must be served by Federal Express or similar overnight delivery service or by certified mail, postage prepaid, addressed to 16

Tenant at the Demised Premises, or at such other address as Tenant may designate from time to time by written notice to Landlord. All notices shall be effective upon delivery or attempted delivery in accordance with Section 1.01(b) and (c).

27.07 Financial Statements. Tenant represents and warrants to Landlord that the financial statements delivered to Landlord prior to the Execution Date of the Lease properly reflect the true and correct value of all the assets and liabilities of Tenant. Tenant acknowledges that upon execution of the Lease, Landlord is relying upon such statements and Tenant shall supply Landlord updated financial statements of Tenant each Lease Year and from time to time as requested by Landlord.

21.09 Captions, Section Numbers and Headings.. The captions, section numbers, and headings contained In the Lease are Inserted only as a matter of convenience and for reference and in no way define, limit, construe or describe the scope or intent of the Lease nor of any provision herein contained.

21.10 Definitions. The word "Tenant" shall mean each and every person, firm, partnership, or corporation mentioned as a Tenant herein, be the same one or more; and if there shall be more than one Tenant, any notice required or permitted by the terms of the Lease may be given by or to any one thereof, and it shall have the same force and effect as if given by or to all thereof. If there shall be more than one Tenant, they shall all be bound jointly and severally.

21.11 Invalidity. In the event any term, provision, condition or covenant contained in the Lease, or the application thereof to any person or circumstance, shall, to any extent, be invalid or unenforceable, or be hold to be invalid or unenforceable by any court or competent jurisdiction, the remainder of the Lease, or the application of such term, provision, condition or covenant to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and all such remaining terms, provisions, conditions and covenants in the Lease shall be deemed to be valid and enforceable.

21.12 Recording. A certificate or memorandum thereof, may be recorded at the requesting party's sole cost and expense. Tenant shall execute any such certificate, short form Lease or memorandum upon demand by Landlord.

21.13 Entire Agreement. The Lease, Exhibits and Addendum, if any, set forth all the covenants, promises, agreements, conditions and understandings between Landlord and Tenant concerning the Demised Premises. There are no covenants, promises, agreements, conditions or understandings either oral or written between Landlord and Tenant other than as herein set forth.

21.14 Jury Trial: Claims: Survival. To the extent permitted by applicable law, and acknowledging that the consequences of said waiver are fully understood, Tenant hereby expressly waives the right to trial by jury in any action taken with respect to the Lease and waives the right to interpose any set-off or counterclaim of any nature or description in any action or proceeding instituted against Tenant pursuant to the Lease. The parties agree that venue and jurisdiction for any dispute arising out of the Lease will be located in the County of Lake County, State of Florida.

21.15 Applicable Law. The Lease and the rights and obligations of the parties arising hereunder shall be construed in accordance with the laws of the State of Florida.

21.16 Consents and Approvals. Whenever Landlord's consent or approval is required herein, such consent or approval shall not be deemed given until Landlord has provided such consent or approval in writing, provided, however, in the event Landlord's period for review and approval has expired, Landlord's consent shall be deemed given. Tenant shall pay Landlord's reasonable attorneys' fees incurred in connection with Tenant's request for Landlord's consent or approval. Where the consent or approval of Landlord shall be required, such consent or approval shall be granted in Landlord's sole discretion unless otherwise expressly provided.

21.17 Authority. Tenant and Landlord hereby covenants and warrants that each is qualified prior to the date hereof to do business in the State, if required by law; all franchise and partnership taxes have been paid to date; all future forms, reports, fees and other documents necessary to comply with applicable laws will be filed when due; and those entities executing the Lease on behalf of Tenant and Landlord are duly qualified to bind, and in fact do bind, the Tenant and Landlord.

21.18 Interpretation. Both parties have read the Lease and had the opportunity to employ legal counsel and negotiate changes to the Lease. The Lease Is the joint product of the parties and, in the event of any ambiguity herein, no inference shall be drawn against a party by reason of document preparation.

21.19 Brokers. Tenant represents and warrants to Landlord that no broker or agent negotiated or was instrumental in negotiating or consummating the Lease excepting only Broker. Broker is representing Landlord on the Lease, and Broker's commission shall be paid by Landlord. Tenant knows of no other real estate broker or agent who is or might be entitled to a commission or compensation In connection with the Lease. All fees, commissions or other compensation payable to any broker or agent of Tenant shall be paid by Tenant.

21.20 Shopping Center Name Change Landlord reserves the right to change the name of the Shopping Center at It sole discretion.

21.21 Right to Lease. Landlord shall have the absolute right to lease or permit the use or occupancy of space in the Shopping Center as Landlord shall determine in its sole and absolute judgement. Tenant does not rely on the fact, nor does Landlord represent, that there shall be any specific occupants or minimum occupancy level of space

in the Shopping Center at any time (including, without limitation, any major tenants).

21.22 Shopping Center Configuration Tenant acknowledges that Exhibit "A" is for the purposes of convenience only and that Landlord reserves the right at any time during initial construction or thereafter to expand, reduce, remove, demolish, change, renovate or construct any existing or new improvements at the Shopping Center

21.23 Sale or Mortgage by Landlord. If Landlord, at any time, sells, conveys, transfers or otherwise divests itself or is divested of its interest (`Transfer") in the Demised Premises, other than a transfer for security purposes only, Landlord shall be relieved of all obligations and liabilities accruing hereunder after the effective date of said transfer, provided that any Security Deposit or other funds of Tenant then being held by Landlord shall in fact be delivered to Landlord's successor. The obligations to be performed by Landlord hereunder shall be binding on Landlord's successors and assigns only during their respective periods of ownership.

21.24 Security Interest, Tenant hereby grants to Landlord a lien to the extent permitted by any existing lender of Tenant, and security interest on all property of Tenant now or hereafter placed in or upon the Demised Premises including, but not limited to, all fixtures, machinery, equipment, furnishings and other articles of personal property, and all proceeds of the sale or other disposition of such property (collectively, the "Collateral") to secure the payment of all rent to be paid by Tenant pursuant to the Lease. Such lien and security interest shall be in addition to any Landlord's lien provided by law. The Lease shall constitute a security agreement under the Commercial Code of the State so that Landlord shall have and may enforce a security interest in the Collateral. Tenant agrees to execute as debtor and deliver such financing statement or statements and any further documents as Landlord may now or hereafter reasonably request to protect such security interest pursuant to such code. Landlord may also at any time file a copy of the Lease as a financing statement. Landlord, as secured party, shall be entitled to all rights and remedies afforded as secured party under such code, which rights and remedies shall be in addition to Landlord's liens and rights provided by law or by the other terms and provisions of the Lease.

21.25 Attorney's Fees. Should either party to the Lease institute any action or proceeding in court to enforce any provision hereof or for damage by reason of alleged breach of any provisions of the Lease or for a declaration of such party's rights or obligations hereunder, or for any other judicial remedy, the prevailing party shall be entitled to receive from the losing party such amount as the court may adjudge to be reasonable attorney's fees for the services rendered the party prevailing In any such action or proceeding.

21 .26 Compliance with Law. Tenant agrees, at its sole cost and expense, to comply with all laws, ordinances, orders and regulations regarding the interior, non-structural portions of the Demised Premises and Tenant's Work. Additionally, if Tenant is required to make any exterior, interior or structural alterations, additions or improvements to the Demised Premises required by any insurance carrier or arising from damage caused by Tenant, its employees, servants or agents, Tenant shall proceed with same at its sole cost and expense after obtaining the prior written consent of Landlord. Landlord agrees, at its sole cost and expense, to comply with all laws, ordinances and regulations regarding the Common Area and Landlord's Work and the structural portions of the Demised Premises. Tenant agrees not to violate any regulations or requirements of any insurance underwriter, inspection bureau or similar agency with respect to the Demised Premises.

Tenant agrees not to (i) permit any illegal practice to be carried on or committed on the Demised Premises; (ii) make use of or allow the Demised Premises to be used for any purpose that might invalidate or Increase the rate of insurance therefor; (iii) keep or use or permit to be kept or used on the Demised Premises any flammable fluids, gases or explosives without the prior written permission of Landlord, except for normal cleaning products; (iv) use the Demised Premises for any purpose whatsoever which might create a nuisance;
(v) deface or injure the building or the Demised Premises; (vi) overload the floor; (vii) commit or suffer any waste; or (viii) install any electrical equipment that overloads lines.

Section 22.0
SECURITY AND RENT DEPOSITS

22.01 Amount of Security Deposit. Tenant, contemporaneously with the execution of the Lease, has deposited with Landlord the sum set forth in Section 1.01(j), the receipt of which is hereby acknowledged by Landlord. ("Security Deposit"). Said Security Deposit shall be held by Landlord, without liability for interest, as security for the faithful performance by Tenant of all the terms, covenants and conditions of the Lease to be kept and performed during the Lease Term and any renewal thereof. Tenant specifically agrees that any Security Deposit held hereunder by Landlord may be commingled with any other funds of Landlord.

22.02 Use and Return of Security Deposit. Should Tenant fail to keep and perform any of the terms, covenants and conditions of the Lease to be kept and performed, Landlord may apply the entire Security Deposit, or so much thereof as may be necessary, to compensate Landlord for loss or damage sustained by Landlord due to such breach, without prejudice to its further rights and remedies. Should the entire Security Deposit or any portion thereof be applied by Landlord for the payment of overdue rent or other sums due from Tenant, then Tenant shall, upon the written demand of Landlord, remit to Landlord a sufficient amount in cash to restore said Security Deposit to the original sum deposited. Should Tenant comply with all the terms, covenants and conditions of the Lease, the Security Deposit shall be returned to Tenant at the end of the Lease Term or any renewal thereof or upon its earlier termination.

22.03 Rent Deposit. Tenant, contemporaneously with the execution of the Lease has deposited with Landlord the sum set forth in Section 1.01(j) ("Rent Deposit") to be held and applied to the first month's Minimum Annual Rental due under the Lease.

Section 23.0
TENANT COVENANTS; EASEMENTS

23.01 Easements. The Shopping Center is or may be encumbered and/or benefited from time to time by certain easements, development and operating covenants, and similar agreements. Tenant agrees that it shall abide by any such agreement, including as any such agreement may be amended or terminated from time to time at Landlord's sole discretion. Landlord shall have the right to enter into and/or terminate any such agreement in Landlord's sole discretion, provided, however, Landlord shall not enter into any subsequent agreements or easements that materially interfere with Tenant's Permitted Use or the rights granted to Tenant under this Lease.

IN WITNESS WHEREOF, Landlord and Tenant have executed the Lease as of the day and year first above written.

LANDLORD:                                    TENANT:

EXCEL REALTY TRUST, INC.                     FAMILY STEAKHOUSE OF FLORIDA, INC.


By:  /s/  John Visonsi                       By:  /s/  Edward B. Alexander
     ------------------------------               -----------------------------
          John Visconsi                                Edward B. Alexander
          Vice President
          Director of Leasing


Its:                                         Its: Vice-President Finance
     ------------------------------               -----------------------------
                                                            1-28-98

Addendum to

Lease Agreement, dated 1/29/98, by and between Excel Realty Trust, Inc., a Maryland corporation, as Landlord, and Family Steakhouse of Florida, Inc., a Florida corporation as Tenant.

Notwithstanding any other provision to the contrary which may be contained in the Lease, it is specifically agreed by and between Landlord and Tenant as follows:

Exclusive Use

Landlord shall not execute any lease or otherwise permit in the Shopping Center, including outparcels owned by Landlord at the Execution Date, the operation of any steakhouse and buffet restaurant as its primary use ("Exclusive Use") during the Lease Term, subject to the following terms:

1. The Exclusive Use is not applicable to any Shopping Center leases entered into on or before the Execution Date or to any tenants or occupants existing in the Shopping Center on or before the Execution Date or their successors or assigns or any new leases or extensions of existing leases entered into with such existing tenants or occupants or their successors or assigns for their existing use unless otherwise provided under the tenant's lease;

2. The Exclusive Use restriction shall automatically terminate if (i) Tenant fails to continuously operate its business in the entire Demised Premises in accordance with the terms and conditions of the Lease or (ii) if Tenant discontinues operating as a steakhouse and buffet restaurant;

3. The Exclusive Use is not applicable to Publix and Waigreens, its successors or assigns; and

4. The Exclusive Use restrictions shall automatically terminate without notice to Tenant and be of no further force or effect effective as of the date which is the earliest of (i) a change in the Use of Premises set forth in
Section 1.01(m); (ii) the effective date of any default by Tenant under the Lease beyond any applicable cure period; or (iii) the expiration or earlier termination of the Lease.

Except as set forth hereinabove, Landlord shall cause all subsequent leases for space in the Shopping Center to prohibit violation of Tenant's exclusive use right under this Lease and shall take all reasonable actions necessary to prevent the violation of Tenant's exclusive use rights by any tenant or occupant in the Shopping Center.

Permits

In the event Tenant has not obtained all necessary Permits, to enable Tenant to construct its improvements upon the Demised Premises and operate its business thereon within ninety (90) days after the Execution Date, Tenant shall have the right to terminate the Lease within ten (10) days after the expiration of said ninety (90) day period.

Restrictive Parking

Landlord agrees that it will not erect and/or construct any buildings within the area designated as "Restricted Area" on Exhibit "A-2" attached to the Lease. In addition, Landlord covenants that it shall not enter into any future covenant with tenants in the Shopping Center granting restrictive or exclusive parking rights.

It is specifically understood that the Shopping Center and that portion designated as "Adjacent Owner" on Exhibit "A-2" is or may be encumbered and/or benefited from time to time by certain reciprocal easements, development and operating agreements to the extent that Tenant agrees Landlord shall not be responsible for actions or performances taken or caused by the "Adjacent Owner".

Tenant lmprovements

Tenant shall have the right to construct at Tenant's sole cost and expense a meat cooler adjacent to the rear of the Demised Premises which shall be approximately 11'9" x 9'1" in size, grease traps, a dumpster and a can wash area which shall be approximately 4' x 4' in size as designated on Exhibit "A-3". The exact size and location of the meat cooler, grease traps, dumpster and can wash area shall be approved by Landlord in writing prior to installation. Said area shall be subject to all terms and conditions of the Lease, including but not limited to maintenance and insurance of the area.

Free Rent

Provided that Tenant shall not be in default under the Lease, the Minimum Annual Rental set forth in Section 1.01(h) of the Lease shall be waived for the period commencing upon the Lease Commencement Date through Rent Commencement Date as set forth in Section 1.01(e). It is specifically agreed that Additional Rent and all other charges due under the Lease shall commence upon the Lease Commencement Date and are not subject to said waiver.

Extension Option

Provided that Tenant is not in default under any of the terms or conditions of the Lease, Tenant shall have the option to extend the Lease Term for one (1) period of five (5) years upon the same terms and conditions as provided herein, except for Minimum Annual Rental as set forth in Section 1.01(h) of the Lease. Tenant shall exercise its option by delivering to Landlord written notice at least one hundred eighty (180) days before the expiration of the Lease Term. All of the terms, covenants, conditions, provisions and agreements applicable to the Initial Term shall be applicable to the Option Term.

EXHIBIT "A"
SITE PLAN

EXCEL REALTY TRUST, INC.
Leesburg Square
Leesburg, Florida

[FLOOR PLAN]

EXCEL REALTY TRUST, INC.
Leesburg Square
Leesburg, Florida

[FLOOR PLAN]

TENANT'S IMPROVEMENTS

[FLOOR PLAN]

EXHIBIT "B"

SECTION 1

DESCRIPTION OF LANDLORD'S WORK AND TENANT'S WORK

LANDLORD'S WORK

A. STRUCTURE

1. Frame, etc.: The structural frame, columns, beams, floor and roof slabs shall be constructed with incombustible and/or wood framing, and the floor and roof slabs shall be designed to carry live loads in accordance with the governing building codes. Roofs will be insulated roof deck construction Exterior walls above grade will be concrete block and/or suitable structural members, with ties for anchorage of exterior veneers such as brick, stone, and other suitable materials. If any loads are applied to the roof or structural areas of the building which, in the opinion of Landlord shall be considered excessive, any costs for handling these structural changes shall be borne by Tenant.

2. Space heights: The minimum clear height measured between the floor slab and the ceiling when finished shall generally be, as follows:

Sales Area       As is
            -----------------
Stock Areas      As is
            -----------------

B. STORE FRONTS

1. Design: Store fronts will be designed by Landlord's architect. Special store front designs may be used if desired by Tenant, at Tenant's expense, as set out below, provided the same is approved by Landlord in writing.

C. INTERIOR FINlSH

1. Floors: All floors will be concrete with smooth cement finish.

2. Ceilings: A suspended 2 x 4 grid system and 2 x 4 acoustical tiles will be installed. At Landlord's option, in any stock areas so designated by Tenant, such area may either have finished acoustical ceiling or exposed bar joist.

3. Walls: Interior surfaces of walls enclosing leased areas will be finished with sheet rock (taped and ready for paint), concrete or haydite block.

4. Toilet Rooms: One toilet room will be provided in the Demised Premises with common toilet facilities for men and women. Where the local codes require more than one toilet, the cost of said second toilet shall be borne by Tenant.

D. PARKING AREAS AND WALKS

1. Surface: Parking areas will be concrete or asphalt concrete over crushed rock base on grade at Landlord's option. Walks and malls will be surfaced with concrete, stone, brick, tile or any other suitable materials as specified by Landlord's architect.

2. Lighting: Parking areas, walks, and malls will be lighted; the minimum average maintained lighting level on the surface of the parking areas will be one (1) foot candle.

E. ELECTRICAL WORK

1. Public and service areas: Electrical wiring, electrical fixtures in common service areas and public areas will be provided by Landlord.

2. Demised space: Landlord will furnish six (6) duplex wall or duplex column outlets as set forth on plans. Landlord will provide one (1) empty 3/4" conduit for any necessary hookups. Landlord will supply initial installation of fluorescent strip lighting fixtures.

3. Service: Landlord will provide a As is amp As is phase service entrance, and power will be brought to the Demised Premises and stubbed in at panel and any increase in power requirements shall be paid for by Tenant.

F. HEATING AND AIR CONDITIONING

1. Heating: Landlord will provide a heating system which will supply As is BTU'S, and airconditioning system that is rated at As is tons to be located as set forth in the plans.

G. UTILITIES

1. Water, Gas, Etc.: Normal waste lines shall be brought to the Demised Premises, stubbed in and connected to the public sewer.

2. In respect to gas, if this utility is available, subject to the sole discretion of Landlord, it shall be brought to the Demised Premises. Water and electricity will also be brought to the Demised Premises. Tenant will be obligated to supply Tenant's own meter, and in the event that Landlord has supplied a meter, Tenant shall reimburse Landlord for said cost of the meter. This cost shall be determined as that amount paid by Landlord to the utility company for the installation of said meter.

Landlord's Work is limited to the work hereinabove described and specifically excludes work described as Tenant's Work; all work not classified as Landlord's Work is Tenant's Work.

TENANT'S WORK

Tenant's Work shall include all other necessary improvements to operate Tenant's business and shall include, but not be limited to, the purchase and/or installation end/or performance of the following, and all the following shall be at Tenant's expense. The plans and specifications, if any are needed, and the detail and design shall be subject to the written approval of Landlord's architect.

A. ITEMS TO BE DONE

1. Telephone wiring, devices, arid installation and service costs.

2. Inter-com, radio and TV conduit, devices and wiring.

3. Light covers and other ceilings not standard to the project.

4. Fire protection and detection devices, other than Landlord's sprinkler system, if any.

5. Store fixtures, furnishings, display devices and special column treatments.

6. Display window platforms, floors, backs and ceilings, interior or special rooms.

7. Store signs and special structural stiffeners and anchorage therefor.

8. Tenant shall bear the additional cost of a special store front over that of the standard "straight" front provided by Landlord, including installation of automatic doors.

9. Complete plans showing all details of interior design, electrical and mechanical items which affect Landlord's Work, if required by Landlord in order to prepare preliminary plans, including special venting or air handling equipment necessary for Tenant's occupancy and use.

10. All interior walls and curtain wall within the Demised Premises except as provided by Landlord's Work C(3).

11. All signs in or on the Demised Premises including construction, furnishing and installation. No sign shall be erected without prior written approval of Landlord or Landlord's architect.

12. All requirements related to bottled water.

B. CONSTRUCTION

1. All work undertaken by Tenant shall be at Tenant's expense and shall not damage the building or any part thereof; design and details shall conform with the standards of the project and shall be approved by Landlord's architect.

2. Work undertaken by Tenant during general construction shall be handled in the following manner:

a. Work attached to the structure such as additional plumbing, electrical work, plastering, terrazzo, etc., may be handled in any of the following ways:

(i) Awarded by Tenant to his own Contractor, who has been approved by Landlord's architect.

(ii) Awarded to the Project Contractor through the use of unit prices which have been established for this type of work by previous bidding.

b. Store furniture, fixtures, painting, floor covering, etc., may be let to any contractor approved by Landlord's architect. Tenants should attempt to allow Contractors who are already on the site to bid on their work.

PROCEDURE

1. Landlord will provide Tenant, when preliminary plans have been prepared by Landlord's architect, with scale drawings, showing the general features of the Demised Premises, together with information on

1. Landlord will provide Tenant, when preliminary plans have been prepared by Landlord's architect, with scale drawings, showing the general features of the Demised Premises, together with information on suitable locations for air-handling units, toilet rooms and design.

2. In developing the working drawing, Landlord reserves the right to make such necessary reasonable changes and adjustments which are the result of detailed technical development of the preliminary studies.

3. Tenant shall have the right to substitute more expensive items for items normally provided by Landlord hereunder, in which event Tenant shall complete such items at Tenant's cost, and Landlord shall give Tenant an allowance based upon the cost of the item Landlord would have been required to complete. All such work performed by Tenant shall be subject to the approval of Landlord's architect.

SECTION II

EXHIBIT "E"

SIGN SPECIFICATIONS

The installation of a sign and costs incurred shall be the responsibility of the Tenant. Sign construction is to be completed in compliance with the instructions, limitations, and criteria contained herein.

1. It is intended that the signage of the stores in the Shopping Center shall be developed in an imaginative and varied manner, and although previous and current signing practice of the Tenant will be considered, they will not govern signs to be installed in the Shopping Center.

2. Each Tenant will be required to identify its Demised Premises by a sign.

3. Three (3) copies of sign drawings shall be submitted to Landlord for approval.

4. Sign drawing shall clearly shown graphic as well as construction and attachment details along with dimensions. Full information regarding electrical requirements and brightness is to also be included.

5. The wording of signs shall be limited to Tenant's trade name only.

6. Tenant will be permitted one sign only to be located on its storefront.

7. All signs shall have concealed attachment devices, clips, wiring, transformers, lamp tubes, and ballast.

8. There shall be no flashing, rotating, or moving signs or markers of any type.

9. There shall be no signs painted on the exterior surfaces of any building.

10. Sign letters or components shall not have exposed neon or other lamps. All light source shall be internal and concealed consisting of 13 to 15 millimeters of neon tubing. Coordinate fasteners to prevent electrolysis.

11. The height of upper case sign letters and components shall not exceed 24". The height of lower case letters shall not exceed 16".

12. Tenant's sign shall not exceed 1 1/2 square feet for each linear foot of Tenant's storefront. No part of such sign shall be closer than 10" to the side lease lines of the Demised Premises nor closer that 6" to the top and bottom of the Tenant's sign area. No part of the sign shall hang free of Tenant's sign area.

13. Tenant's sign shall be mounted on a raceway attached to the canopy fascia immediately in front of the Demised Premises or such area as designated by Landlord.

14. Signs shall not project more than 6" beyond the sign panel unless approved by Landlord.

15. Signs shall be individual metal channel form letters internally neon illuminated with a plexiglas face.

16. All signs shall be designed to meet local sign ordinances.

17. No banners, posters, or other advertising materials shall be affixed to any exterior walls on the entire Demised Premises except in the case of temporary or promotional nature, without Landlord's prior written consent.

18. No signs may be erected without Landlord's prior written approval, including approval of color.

19. Landlord reserves the right to negotiate a contract for the construction and erection of shop tenant signs in the Shopping Center as a group with one sign manufacturing company. Such an arrangement would be done to effect a lower per-unit cost of signage for all Shopping Center tenants as a group. In such event, Tenant shall be required to use such sign company and shall arrange for their individual signs with said company at the group prices. Landlord shall notify Tenant of such an arrangement along with pertinent details at least ninety (90) days prior to Landlord's delivery of the Demised Premises.

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EXHIBIT "F"

TENANT ESTOPPEL CERTIFICATE FORM

TO: Excel Realty Trust, Inc.

RE: Lease Agreement, dated _______________,by Excel Realty Trust, Inc., a Maryland corporation, as Landlord, and Family Steakhouse of Florida, Inc., a Florida corporation, as Tenant, for the Demised Premises containing approximately 10,260 square feet within the Leesburg Square Shopping Center

(the "Property")

Gentlemen:

Tenant understands that ____________________, a _______________ or its nominee ("Purchaser") is considering the proposed purchase of the Property from Landlord. In connection therewith and understanding that Purchaser is relying upon the agreements and certifications referenced or contained herein, Tenant agrees and certifies to Purchaser, its respective successors and assigns, as follows:

1. Tenant hereby confirms that Tenant's leasable square footage of the Demised Premises is approximately ______________ square feet. The Lease constitutes the entire agreement between Landlord and Tenant with respect to the Demised Premises and the Property. The Lease is in full force and effect and has not been amended, modified or assigned, except as set forth above.

2. The term of the Lease commenced on ____________ 19 ,and will expire on ___________________. Tenant has no renewal options to extend the term of the Lease.

3. The current Minimum Annual Rental payable by Tenant is $______________; Percentage Rental due as set forth in the Lease; and charges for Common Area Expenses, Insurance and Real Estate Taxes ("Additional Rent") as set forth in the Lease. All charges have been paid through ___________. No rent has been prepaid other than the current month hereof.

4. Tenant is responsible for paying its proportionate share of Common Area Expenses, Insurance, and Taxes.

5. Landlord is holding a Security Deposit in the amount of $______________ . Tenant is not entitled to interest accrued thereon pursuant to the terms of the Lease.

6. There are no known defaults of Landlord or Tenant under the Lease, and there are no known existing circumstances which with the passage of time, or giving of notice, or both, would give rise to a default under the Lease. Landlord and Tenant are in full compliance with their obligations under the Lease, and the Lease is in good standing and in full force and effect.

7. No breach or violation exists of any of the provisions of the Lease granting exclusive uses to Tenant or prohibiting or restricting uses of other tenants.

8. Construction of all improvements required under the Lease and any other conditions to Tenant's obligations under the Lease, if any, have been satisfactorily completed by Landlord, and Tenant has accepted and is occupying the Demised Premises.

9. Tenant has no charge, lien, claim of set-off, abatement or defense against rents or other charges due or to become due under the Lease or otherwise under any of the terms, conditions, and covenants contained therein. Tenant is not currently entitled to any concessions, rebates, allowances or other considerations for free or reduced rent.

10. There are no attachments, executions, assignments for the benefit of creditors, receiverships, conservatorships, or voluntary or involuntary proceedings in bankruptcy or pursuant to any other laws for relief of debtors contemplated or filed by Tenant or pending against Tenant.

11. Tenant has not subleased all or any portion of the Demised Premises or assigned any of its rights under the Lease, nor pledged any interest therein, except as follows: (if none, so state).

12. Tenant does not have any rights or options to purchase the Property, or any portion thereof.

13. If the Lease is guaranteed, the Guaranty is unmodified and in full force and effect. There are no attachments, executions, assignments for the benefit of creditors, receiverships, conservatorships, or voluntary or involuntary proceedings in bankruptcy or pursuant to any other laws for relief of

debtors contemplated or filed by any Guarantor or pending against any Guarantor.

14. Except as set forth below, Tenant does not have any options, rights of first refusal, rights of first offer or similar rights to other space within the Property, and such rights, if any, are subject to all preexisting rights accorded to other tenants: (if none, so state).

15. Upon being notified of the closing of the proposed purchase, sale and assignment, Tenant agrees to recognize Purchaser as Landlord under the Lease and to send all rental payments and communications permitted or required under the Lease to such address as Landlord may, in writing, direct.

16. This Tenant Estoppel Certificate Form shall inure to the benefit of and be binding upon, and may be relied upon and be enforced by the Purchaser, its respective successors and/or assigns. To the extent that the matters set forth in this Tenant Estoppel Certificate Form vary or conflict with the terms and conditions of the Lease, the matters contained herein shall supersede those contained in the Lease.

17. The person(s) whose signature(s) appear(s) below is duly and fully authorized to execute this Tenant Estoppel Certificate Form and has full knowledge of the facts and statements recited herein and acknowledge(s) full and proper execution of the Lease.

IN WITNESS WHEREOF, the Tenant has executed and delivered this Tenant Estoppel Certificate Form this ____ day of __________________, 19.

TENANT:

By:_______________________________________

Its:______________________________________

GUARANTOR:
(If Applicable)

By:_______________________________________

Its:______________________________________

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT, made and effective as of the later date on which the Buyer or Seller execute this Agreement as indicated by the dates of their respective signatures as shown on the execution page hereof (the "Effective Date"), between FAMILY STEAK HOUSES OF FLORIDA, INC., ("Buyer"), and WYMAN B. ATKINS and ROBERT L. EDENS, JR., and /or any entity in which either or both of them own a majority interest, ("Seller").

W I T N E S S E T H:

Seller is the owner of certain real property in Volusia County, Florida. Buyer desires to purchase and Seller is willing to sell such property, subject to the terms of this Purchase and Sale Agreement.

IT IS THEREFORE AGREED between the parties as follows:

1. DEFINITIONS.

The following terms shall have the following meanings:

(a) "Brokers" shall mean THE STZ COMPANY, whose address is 405 Lancaster Avenue, P. O. Box 100, Greer, South Carolina 29652 and BAUMGARTNER and BENNETT REALTY, whose address is 101 North Woodland Boulevard, Suite 600, Deland, Florida 32720;

(b) "Buyer's Notice Address" shall mean 2113 Florida Boulevard, Neptune Beach, Florida 32266, with a copy to J. Michael Hughes, Hughes & Lane, P. A. 4190 Belfort Road, Suite 351, Jacksonville, Florida 32216;

(c) "Closing Date" shall mean the date provided for in paragraph 9 hereof;

(d) "Deposit" shall mean the sum of FIFTY-NINE THOUSAND and NO/100 DOLLARS ($59,000.00), to be deposited pursuant to paragraph 3 hereof and any further deposits to be made hereunder;

(e) "Escrow Agent" shall mean Hughes & Lane, P. A. 4190 Belfort Road, Suite 351, Jacksonville, Florida 32216;

(f) "Inspection Period" shall mean the period of time set forth in paragraph 5 during which Buyer may inspect the Property;

(g) "Property" shall mean that parcel of land located on International Speedway Boulevard, in Deland, Florida, with at least 279 feet of frontage on said road, containing approximately ninety thousand four hundred (90,400) square feet or two and one-tenth (2.1) acres as shown on the site plan attached hereto as Exhibit A;

(i) "Purchase Price" shall mean FIVE HUNDRED NINETY THOUSAND and NO/100 DOLLARS ($590,000.00);

(j) "Seller's Notice Address" shall mean ROBERT L. EDENS, JR., 1420 North Atlantic Boulevard, Unit 801, Daytona Beach, Florida 32118.

2. SALE OF PROPERTY.

Seller agrees to sell and convey and Buyer agrees to purchase the Property upon payment of the Purchase Price, subject to the terms and conditions of this Agreement.

3. EARNEST MONEY DEPOSIT.

Upon the execution hereof, Buyer shall deposit with Escrow Agent the Deposit to be held by Escrow Agent subject to the terms of this Agreement. The Deposit shall be held in an insured money market account and interest on the Deposit will accrue to Buyer. Upon receipt of the initial Deposit and any further deposits made hereunder, Escrow Agent shall acknowledge receipt of same to the parties and thereafter the Deposit shall be held in escrow in accordance with the terms of this Agreement.

4. PAYMENT OF PURCHASE PRICE.

The Purchase Price shall be payable as follows:

(a) The Deposit shall be credited against the Purchase Price.

(b) The balance of the Purchase Price, as adjusted for any prorations under paragraph 6, shall be paid by cash or cashier's check at Closing.

5. INSPECTION PERIOD.

Seller shall deliver and make available to Buyer without cost to Buyer, promptly after the execution hereof, copies of all studies, surveys, analyses, environmental audits and studies, easements, restrictions, agreements, soil tests, signage agreements, leases and other information and data in Seller's files pertaining to the condition, use, occupancy and characteristics of the Property. In addition, Buyer may undertake its own analysis and evaluation of the Property and may make such physical inspection of the Property and conduct such engineering, soil testing, market, feasibility, and utility availability studies, analyses and evaluations as deemed necessary or desirable by Buyer, including, but not limited to, satisfaction of the following conditions:

(a) All governmental agencies having jurisdiction over the Property have approved and issued all permits for the construction thereon of a Ryan's Family Steak House in accordance with plans, specifications and costs acceptable to Buyer and in a location on the Property acceptable to Buyer or proof shall be furnished to Buyer that such approvals are readily obtainable at a cost and within a time-frame acceptable to Buyer in its sole discretion;

(b) All utilities, including electricity, water and sewer, shall be available for hookup and immediate use at the boundary of the Property and shall require no lift pumps or other unusual hookup expense to Buyer;

(c) The Property shall be lawfully zoned and subdivided and have all vested rights necessary to permit the intended use by Buyer;

(d) All covenants, easements, restrictions and matters of record, appearing on the plat or otherwise common to the Property shall not restrict or interfere with Buyer's intended use of the Property.

Seller shall give Buyer and its agents, employees, representatives and consultants full access to the Property and to its records for such purposes. If, at any time within a period of one hundred fifty (150) days (the "Inspection Period") after the Effective Date of this Agreement, Buyer, in its sole discretion, determines that it does not wish to proceed with the transactions contemplated by this Agreement, Buyer shall deliver written notice (the "Notice of Termination") thereof to Seller during the Inspection Period. The Deposit shall be returned to Buyer within ten (10) days after the delivery of the Notice of Termination, and, thereupon all rights of the parties hereunder shall terminate. If Buyer determines that it wishes to proceed with the transactions contemplated by this Agreement, it shall deliver written notice (the "Notice of Exercise") thereof to Seller during the Inspection Period. The failure to give Notice of Exercise during the Inspection Period shall be deemed conclusive evidence that Buyer does not wish to proceed with the transactions contemplated by this Agreement and thereupon Escrow Agent shall, within ten (10) days after the expiration of Inspection Period, return the Deposit to Buyer, and, thereupon all rights of the parties hereunder shall terminate. Buyer shall begin its analysis, evaluation and inspection of the Property as soon as possible after the Effective Date and shall proceed diligently and timely to determine if it will proceed with the transactions contemplated by this Agreement. At Seller's request, Buyer shall give Seller brief progress reports of Buyer's due diligence under this paragraph. Such requests may be made by telephone to L. E. Christman, Jr. or E. B. Alexander at 904-249- 4197. If the transactions contemplated by this Agreement are not closed, Buyer agrees to give to Seller all studies, analyses and evaluations obtained hereunder without charge to Seller.

6. COSTS OF CLOSING AND PRORATIONS.

(a) Seller shall pay for documentary stamps on the deed, premiums for the title insurance policy, costs of the survey, all costs required to deliver good and marketable title to the Property, all real estate agent or brokerage commissions and the costs and fees of its counsel. Buyer shall pay recording costs for the deed, all fees of its counsel and all costs of the evaluations, analyses and studies undertaken or conducted by Buyer pursuant to paragraph 5.

(b) Taxes, assessments, utility charges and all other proratable items shall be prorated as of the Closing. If the amount of the current year's taxes are not available at Closing, such proration shall be based on the prior year's taxes (fully discounted) and such proration shall be adjusted upon receipt of current year's taxes. The cash payment at the Closing shall be increased or decreased as may be required by such prorations.

(c) If this transaction does not close for any reason other than Seller's failure or inability to perform, Buyer shall pay for or reimburse Seller for the costs of the survey and title search required for issuance of the Commitment.

7. SURVEY.

Seller shall use its best efforts to deliver to Buyer, within twenty (20) days after the Effective Date, a staked, on-the-ground current survey of the Property prepared by a licensed Florida surveyor in accordance with the minimum technical standards for land surveying in the State of Florida and which shall be certified to Buyer and the title insurer and shall show all visible or described easements, setback lines, utility facilities and means of ingress and egress to and from the Property to all public roads, and shall show no encroachments on the Property and no easements or any other condition which would interfere with or prevent Buyer's use of the Property. The survey shall contain a legal description of the Property, the area, boundaries and dimensions of the Property. If such survey reflects the existence of any encroachments on the Property or any improvements on the Property encroaching onto any adjoining property or any other matters which would restrict, limit, interfere with or prevent Buyer from using the Property for Buyer's intended purposes, or violate any restrictions or applicable governmental regulations, the same shall be treated as an unacceptable title exception.

8. TITLE COMMITMENT.

Seller shall use its best efforts to deliver to Buyer, within twenty (20) days after the Effective Date, a commitment (the "Commitment") to issue an ALTA Owner's Title Insurance Policy Form B from a title insurance company acceptable to Buyer in the amount of the purchase price showing fee simple title to the Property to be vested in Seller, naming Buyer as the proposed insureds and being subject only to such exceptions as shall be acceptable to Buyer. The Commitment shall show that Seller is vested with good and marketable title to the Property free and clear of all liens and encumbrances. If the Commitment reveals exceptions unacceptable to Buyer, and if such exceptions are not approved by Buyer, then Buyer shall so notify Seller in writing within thirty (30) days after receipt of the Commitment, and Seller shall remove such unacceptable exceptions within ninety (90) days of receipt of Buyer's notice. If Seller fails to have the unacceptable exceptions removed, Buyer may terminate this Agreement and receive the Deposit or, at Buyer's election, may close notwithstanding the unacceptable exceptions, with an appropriate adjustment of the Purchase Price as to those exceptions than can be cured with the payment of money. If Seller is able to remove the unacceptable exceptions, the sale shall close in accordance with this Agreement on the latter of the Closing Date or ten (10) days after such exceptions have been removed.

9. CLOSING.

The closing of the transaction contemplated by this Agreement shall be held on or before thirty (30) days after the Notice of

Exercise at 11:00 A.M. on such day at such time and place as the parties shall agree. If the closing date falls on a Saturday, Sunday or legal holiday, it shall be held on the next following business day.

10. DOCUMENTS TO BE DELIVERED AT THE CLOSING.

(a) Seller shall execute and deliver a general warranty deed conveying the Property to Buyer subject only to those exceptions as are acceptable to Buyer.

(b) Seller and Buyer shall execute an agreement creating a non-exclusive, perpetual easement for storm water retention in accordance with paragraph 11 of this Agreement.

(c) Seller and Buyer shall execute an agreement whereby Buyer will agree to relocate one of its 30 foot driveway entrances in accordance with paragraph 12 of this Agreement.

(d) If required by Buyer, Seller shall grant to Buyer an easement for ingress and egress and utilities over the private roadway shown as North Amelia Avenue on the site plan attached hereto as Exhibit A.

(e) Seller shall deliver to the title company, if required by the title company, an Affidavit that there are no unfiled or unpaid construction or materialmen's liens against the Property as of the Closing.

(f) All documents shall be delivered which are required by the Commitment as a condition to issuing a final policy of title insurance showing fee simple title to the Property to be vested in Buyer subject only to the exceptions acceptable to Buyer.

(g) Buyer shall pay the balance of the Purchase Price.

(h) Buyer and Seller shall each have received all surveys, binders, certificates, documents, instruments and other items called for by this Agreement.

(i) Escrow Agent shall deliver the Deposit to Seller.

(j) Seller shall deliver to Buyer, in a form acceptable to Buyer in Buyer's reasonable judgment, an affidavit made under penalty of perjury on behalf of Seller stating the United States Social Security Number for each individual who is referred to as Seller (and/or the United States Taxpayer Identification Number for any entity which is referred to as Seller), and stating further that none of these individuals (or entities) are non-resident aliens of the United States (nor foreign corporations) nor any person or entity for whom Buyer is required to withhold any sum from Seller under the United States Internal Revenue Code in connection with the sale contemplated by this Agreement. Notwithstanding any other provision herein, if Seller fails to deliver this affidavit, Buyer may elect to terminate this Agreement, with Buyer's full deposit to be returned, or Buyer may proceed to close this purchase but may withhold from the full Purchase Price all sums which would be required to be withheld by Buyer if Seller were a non-resident alien or foreign corporation under the United States Internal Revenue Code.

(k) Buyer and Seller shall each execute and deliver such other and further documents and instruments as shall be reasonably required in the opinion of counsel for Seller and counsel for Buyer to consummate the transactions in accordance with the terms of this Agreement.

11. STORM WATER RETENTION AREA.

The site plan attached hereto as Exhibit A refers to a "common detention area to be located no more than 100 feet from the NE corner of property." The Buyer and Seller wish to establish a storm water retention area for the benefit of Buyer and the Property in this general location. Buyer and Seller hereby agree to establish a storm water retention area on the following terms and conditions:

(a) Buyer and Seller shall enter into a storm water retention easement agreement (the "SWR Easement") at Closing which will describe the storm water retention area by an adequate metes and bounds description;

(b) The SWR Easement shall set forth the capacity and

specifications for the construction of the storm water retention area in light of Buyer's requirements and current governmental zoning and permitting regulations;

(c) Buyer shall pay for the initial costs of engineering, permitting and construction of the storm water retention area within the SWR Easement only to the extent required to provide for the needs and usage of Buyer and the Property;

(d) Seller shall have the right to grant to future purchasers of Seller's adjacent lands the right to use the SWR Easement subject to covenants running with the land which will (i) obligate any future users of the SWR Easement to share on a pro-rata basis the Buyer's costs of maintenance and repair of the SWR Easement and the storm water retention area; (ii) provide that Buyer will pay only future costs directly related to Buyer's use of the SWR Easement and the storm water retention area and
(iii) provide that any future use of the SWR Easement and the storm water retention area will not adversely affect Buyer's use thereof.

12. FUTURE ACCESS DRIVE.

The site plan attached to this Agreement and designated as Exhibit A, depicts an area on the north property line as the "Future Access Drive." This is an area which Seller will be required to establish in order to obtain access to contiguous property owned by Seller. Further, said site plan depicts a 30 foot driveway entrance on the northwest property line off of North Amelia Avenue for Buyer's proposed business facility. The Seller has been advised by the local traffic engineering department that it may be necessary for the Buyer to relocate its northerly 30 foot driveway entrance from North Amelia Avenue to the Future Access Drive in order for the Seller to obtain the necessary approvals to establish said Future Access Drive. Buyer agrees to execute at closing a covenant which will obligate the Buyer and any successors in title to relocate its northerly 30 foot driveway entrance to the Future Access Drive and take any and all reasonable additional actions, including the execution of any and all documents reasonably necessary to establish said Future Access Drive for the benefit of the Seller and any successors in title to the Seller. The costs related to the closing of the existing entrance and the relocation to the Future Access Drive shall be borne by Seller.

13. BROKER'S COMMISSION.

Buyer and Seller represent and warrant to each other that THE STZ COMPANY and BAUMGARTNER and BENNETT REALTY are the procuring brokers in connection with the transactions contemplated by this Agreement and such brokers shall be paid by Seller, if and when this transaction closes, the aggregate commission of ten percent (10.0%) of the Purchase Price, (five percent [5.0%] to THE STZ COMPANY and five percent [5.0%] to BAUMGARTNER and BENNETT REALTY). Other than such brokerage commission, Buyer and Seller represent and warrant to each other that they have dealt with no broker in connection with the transactions contemplated by this Agreement. Each party agrees to defend, indemnify and hold the other harmless from and against any and all expense, cost, damage or liability resulting from the claims of any brokers, other than those set forth above, those claiming to be brokers or those claiming to have performed services in the nature of brokerage services for either one of the parties.

14. WARRANTIES OF SELLER.

Seller represents and warrants that:

(a) Seller has full authority and lawful right to enter into and execute this Agreement and, when delivered to Buyer, the same shall constitute the binding obligation of Seller and all of the owners of the Property;

(b) There are no actual or threatened suits, actions or proceedings with respect to the Property for condemnation or otherwise;

(c) No part of the Property is leased to any person and no person has any right, title or interest in or to, or any security interest or lien or other encumbrance on the

Property;

(d) There are no violations or notices of violations of any federal, state, county or municipal building, zoning, land use, health, safety, environmental protection or other ordinances, laws, rules or regulations affecting the Property, and Seller knows of no condition or state of facts that would constitute or form the basis of any such violation.

(e) Seller shall not impose any further covenants or restrictions or matters or grant or retain any easements, except as noted on Exhibit A attached hereto, which would restrict or interfere with Buyer's intended use of the Property.

15. WARRANTIES OF BUYER. Buyer represents and warrants that:

(a) Buyer has full authority and lawful right to enter into and execute this Agreement and, when delivered to Seller, the same shall constitute the binding obligation of Buyer.

(b) There are no threatened or pending legal actions, suits or proceedings which would prevent Buyer from consummating the transactions contemplated by this Agreement in accordance with the terms hereof.

16. CONDEMNATION.

If at any time or from time to time during the term of this Agreement any proceedings shall be contemplated, commenced, or consummated for the taking of a part or all of the Property for public or quasi-public use pursuant to the power of eminent domain or otherwise, then Seller shall forthwith give notice thereof to Buyer. Such notice of any such taking shall, if possible, be accompanied by a sketch of the portion of the Property which will be affected by any such taking and a metes and bounds description delineating the area to be affected. If any such taking or contemplated taking shall occur or be commenced, then this Agreement shall be deemed terminated and the Deposit shall forthwith be returned to Buyer by Escrow Agent and neither party shall have any further obligation under this Agreement to the other. Notwithstanding the provisions of the preceding sentence, if Buyer shall so elect, in its sole and absolute discretion, within ten (10) days of receipt by Buyer of Seller's notice of such taking, then Buyer may continue this Agreement in full force and effect. Such election shall be made by giving written notice thereof to Seller within such ten (10) day period. If Buyer shall so elect to proceed with the performance of this Agreement, then Seller shall, and does hereby, assign as of the Closing Date any and all awards and other compensations for any such taking to Buyer, and Seller further agrees, at the closing, to execute and deliver such documents as may be required to effect such assignment.

17. DEFAULT.

After delivery of the Notice of Exercise, a default by either party in the performance of its obligations to the other shall be governed by the following provisions:

(a) If the sale of the Property is not consummated by reason of Buyer's failure or refusal to perform one or more of its obligations under this Agreement, Seller shall have the right, after demand upon Buyer and Buyer's failure or refusal to comply therewith, to terminate this Agreement and retain the Deposit as liquidated damages in which event this Agreement shall terminate, Escrow Agent shall pay the Earnest Money Deposit to Seller and neither party shall have any further obligation or liability to the other.

(b) If the sale of the Property is not consummated by reason of Seller's failure or refusal to perform one or more of the covenants, warranties, conditions and representations under this Agreement, Buyer shall have the right, after demand upon Seller and Seller's failure or refusal to comply therewith, to terminate this Agreement and thereupon the Deposit shall be promptly returned by Escrow Agent to Buyer and the parties shall be released of any and all further

obligations hereunder or Buyer may seek specific performance of this Agreement.

18. NOTICES.

All notices, demands, requests, instructions or other communications to be given or made under this Agreement shall be in writing and delivered by mail or messenger to Buyer's Notice Address, if to Buyer, or to Seller's Notice Address, if to Seller, or to such other person or address as may be designated by written notice given by either party to the other. Any such notice, demand, request, instruction or other communication shall be deemed to have been given or made only if hand delivered or mailed, addressed as set forth above, by certified or registered mail, return receipt requested.

19. ESCROW AGENT.

Escrow Agent is authorized to hold the Deposit in escrow and disburse it at closing in accordance with the terms and conditions of this Agreement. In the event Escrow Agent is in doubt as to its duties or liabilities under the provisions of this Agreement, Escrow Agent may, in its sole discretion, continue to hold the Deposit until the parties agree to disbursement thereof, or until the judgment of a court of competent jurisdiction shall determine the rights of the parties thereto, or Escrow Agent may place the Deposit in the registry of the Circuit Court of Duval County, Florida, and, upon notifying all parties to such action, all liability on the part of Escrow Agent shall fully cease and terminate, except to the extent of accounting for any moneys theretofore delivered out of escrow. In the event of a suit between Buyer and Seller in which Escrow Agent is made a party, or in the event of any suit in which Escrow Agent interpleads the Deposit, Escrow Agent shall be entitled to recover reasonable attorney's fees and costs incurred, the fees and costs to be charged and assessed as court costs against the losing party. The parties agree that Escrow Agent shall not be liable to any party or person whomsoever for misdelivery of the Deposit to Buyer or Seller, unless misdelivery shall be due to willful breach of this Agreement or gross negligence on the part of Escrow Agent.

20. MISCELLANEOUS.

(a) Possession of the Property shall be delivered to Buyer at the Closing.

(b) This Agreement may not be transferred, assigned or sold by Buyer without the prior written consent of Seller.

(c) This Agreement and any exhibits attached hereto contain the entire agreement between the parties respecting the matters herein set forth and supersedes all prior agreements between the parties respecting such matters. No claim or waiver, modification or amendment, consent or acquiescence with respect to any of the provisions hereof shall be made against Buyer or Seller except on the basis of a written instrument duly executed by the parties sought to be bound thereby.

(d) This Agreement and its interpretation, performance and enforcement shall be governed by the laws of the State of Florida.

(e) This Agreement shall be binding upon the parties hereto and their heirs, successors, transferees and assigns.

(f) The invalidity of any one or more of the provisions of this Agreement shall in no way effect any of the other provisions hereof which shall remain in full force and effect.

(g) Time is of the essence of this Agreement.

(h) All covenants, agreements, representations and warranties of the parties hereto shall survive the closing.

(i) Neither this Agreement nor any assignment of it may be recorded with the Clerk of the Circuit Court of the county in which the Property is located.

(j) If this Agreement is not executed by the Seller and Buyer on or before 5:00 PM on May 5, 1997, and an executed counterpart thereof delivered to Escrow Agent by 12:00 Noon on May 7, 1997, the aforesaid Deposit shall be, at the option of

either party, returned to the Buyer and this Agreement shall be null and void.

IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the day and year written below.

DATE EXECUTED BY BUYER:

April 29, 1997 FAMILY STEAK HOUSES OF FLORIDA,

INC.

By: /s/ LEWIS E. CHRISTMAN, JR.
    -------------------------------
    Lewis E. Christman, Jr.,
    President and CEO

DATE EXECUTED BY SELLER:

May 22 , 1997                           /s/ WYMAN B. ATKINS
                                        -----------------------------------
                                        WYMAN B. ATKINS

Exhibit "A"

[GRAPHIC OMITTED]

PRELIMINARY SITE: ORLANDO, FL
PARKING SPACES at the corners of
North Amelia Ave. & International Blvd.