AVADO BRANDS INC
SECURITY AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>tedsag.txt
<DESCRIPTION>SECURITY AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.3


                               SECURITY AGREEMENT


     THIS SECURITY  AGREEMENT (this  "Agreement") is made and entered into as of
March 6, 2002, between AVADO BRANDS,  INC., a Georgia corporation having offices
at Hancock at  Washington,  Madison,  Georgia  30650 or its  assignee  ("Secured
Party"),  and TOM E. DUPREE,  JR. a Georgia resident having a mailing address at
Hancock at Washington, Madison, Georgia 30650 ("Debtor").

     In  consideration  of any and all  extensions of credit or other  financial
accommodations  which may be now or hereafter  made from time to time by Secured
Party to  Debtor,  as well as for other  good and  valuable  consideration,  the
receipt and adequacy of which are hereby  acknowledged,  Debtor hereby agrees in
favor of Secured Party as follows:

     1. Security  Interest.  (a) Debtor hereby grants to Secured Party a present
and continuing security interest in and lien on all rights, titles and interests
of Debtor in, to or under any or all of the  following  property  (collectively,
the "Collateral"):  (i) investment or securities account established with Morgan
Keegan & Company,  Inc.  ("Morgan  Keegan") or any  replacement for such account
(the "Account"),  (ii) any and all cash, cash  equivalents or other  securities,
investments,  financial  assets or other  property  that may be now or hereafter
held or carried in the Account (collectively, the "Investments"),  (iii) any and
all interest,  dividends,  or other  distributions  or income that may be now or
hereafter  earned on or paid or payable with  respect to any of the  Investments
(collectively,  the  "Distributions"),  and (iv) any and all direct or  indirect
proceeds (whether cash or non-cash) of any of the foregoing property.

     (b) Unless otherwise defined herein,  all terms contained in this Agreement
shall have the meanings provided for by the Uniform Commercial Code as in effect
in the State of Georgia to the extent the same are used or defined therein.

     2. Obligations Secured.

     This  Agreement  and the security  interest  and lien granted  hereunder to
Secured Party secure any and all indebtedness,  obligations or other liabilities
which may be now or  hereafter  owing by Debtor to Secured  Party,  whether  for
principal,  interest, or other amounts,  under (i) the Promissory Note, dated as
of the date hereof, executed by Debtor in favor of Secured Party in the original
stated principal amount of $14,130,472.99 or any extension,  renewal, amendment,
restatement,  replacement  or  refinancing  thereof  (the  "Note")  or (ii) this
Agreement,  and including further without limitation any interest which, but for
the filing by or against Debtor of a petition in bankruptcy, would accrue on any
of the foregoing  indebtedness,  obligations  or other  liabilities.  All of the
foregoing   indebtedness,   obligations   and  other   liabilities   are  herein
collectively called the "Obligations".

     3. Representations and Warranties. Debtor hereby represents and warrants to
Secured Party that:

     (a) Debtor has full power and authority,  and has completed all proceedings
and  obtained all  approvals  and consents  necessary,  to execute,  deliver and
perform this Agreement, the Note and the transactions contemplated hereby.

     (b) Such execution,  delivery, and performance will not violate, or cause a
default under or result in a lien (other than Secured Party's security  interest
and lien hereunder) upon any property of Debtor pursuant to, any applicable law,
rule or regulation or any agreement,  indenture,  judgment,  order,  decree,  or
instrument binding upon or affecting Debtor or any of the Collateral.

     (c) Each of this Agreement and the Note  constitutes the legal,  valid, and
binding obligation of Debtor,  enforceable against Debtor in accordance with its
terms (except as such  enforceability may be limited by bankruptcy,  insolvency,
or other similar laws  affecting  the  enforcement  of  creditor's  rights or by
general  equitable  principles),  and this  Agreement  grants to Secured Party a
valid and enforceable security interest in or other lien on the Collateral.

     (d) Debtor's  primary  residence is located at Debtor's address shown above
and Debtor's social security number is set forth beneath his signature below.

     (e) Debtor has good and marketable title to the Collateral (or, in the case
of any after-acquired Collateral,  Debtor will have good and marketable title to
the Collateral at the time Debtor acquires rights in such Collateral).

                                       1
<PAGE>

     (f) Except for the security interest and lien granted hereunder in favor of
Secured Party, no person has (or, in the case of any after-acquired  Collateral,
at the time Debtor acquires rights therein,  will have) any right, title, claim,
or other interest (whether in the nature of a security  interest,  other lien or
charge, or otherwise) in, against or to any Collateral or any interest therein.

     All of the  foregoing  representations  and  warranties  shall  survive the
execution,  delivery and  acceptance  of this  Agreement and the Note by Secured
Party and Debtor and the  closing of the  transactions  contemplated  hereby and
thereby.

     4. Covenants and Agreements of Debtor.  Debtor hereby  covenants and agrees
with Lender as follows:

     (a) Debtor shall pay  promptly  when due all taxes,  assessments,  charges,
encumbrances  and  liens  now  or  hereafter   imposed  upon  or  affecting  any
Collateral,  this Agreement or the Note or Secured Party's security  interest or
other lien hereunder (including all property,  excise,  intangible,  use, sales,
stamp and other such taxes).

     (b) Debtor shall not sell, encumber, lease, rent or otherwise dispose of or
transfer any  Collateral or any right or interest  therein except as hereinafter
provided,  and Debtor  shall keep the  Collateral  free of all levies,  security
interests or other liens, charges or encumbrances except those granted hereunder
to Secured Party or those approved in writing by Secured Party.

     (c) Debtor shall comply in all material  respects with all laws,  rules and
regulations  (including those governing  environmental  matters) relating to the
possession, disposal, and control of the Collateral.

     (d) If and to the extent  requested by Secured Party,  Debtor shall account
fully for and  promptly  deliver to Secured  Party,  in the form  received,  all
documents,  chattel paper,  instruments,  and agreements constituting Collateral
hereunder and all proceeds of the Collateral  received,  all endorsed to Secured
Party or in blank.

     (e) Debtor shall keep accurate,  and complete records of the Collateral and
shall  provide  Secured  Party  with such  records  and such other  reports  and
information relating to the Collateral as Secured Party may request from time to
time.

     (f) Debtor shall keep, procure,  execute, and deliver from time to time any
and all,  indorsements,  notifications,  registrations,  assignments,  financing
statements,  blank  transfer  powers,  and other  writings  deemed  necessary or
appropriate  by Secured  Party to perfect,  maintain,  and protect its  security
interest in or other lien on the Collateral  hereunder and the priority thereof,
and Debtor shall take such other actions as Secured Party may request to protect
the value of the  Collateral  and of Secured  Party's  security  interest in the
Collateral.  Without  limiting  the  generality  of  the  immediately  preceding
sentence,  Debtor  shall enter into a control  agreement  in form and  substance
satisfactory to Secured Party with respect to the Account with Secured Party and
Morgan Keegan (the "Control Agreement"). Debtor authorizes Secured Party to give
entitlement  orders to Morgan  Keegan  with  respect to the  Collateral  without
further  consent of Debtor at any time that an Event of Default  (as  defined in
this Agreement) has occurred and is continuing.  Unless prohibited by applicable
law,  Debtor hereby  authorizes  Secured Party to execute and file any financing
statement on Debtor's  behalf and without  Debtor's  signature,  and the parties
further  agree that any  carbon,  photographic,  or other  reproduction  of this
Agreement  shall be sufficient as a financing  statement and may be filed in any
appropriate office in lieu thereof.

     (g) Debtor  shall  reimburse  Secured  Party upon  demand for all costs and
expenses,  including, without limitation,  actual and reasonable attorney's fees
and disbursements,  Secured Party may now or hereafter incur while exercising or
enforcing any right, power, or remedy provided to Secured Party by this Security
Agreement or by law, all of which costs and expenses  shall  constitute  part of
the Obligations secured hereunder.

     (h) Debtor  shall give  Secured  Party not less than thirty (30) days prior
written  notice of any change in Debtor's  primary  residence or Debtor's  legal
name from that set forth in this Agreement.

     (i) Debtor shall furnish Secured Party with such information  regarding the
Collateral as Secured Party from time to time may request.

     (j) Debtor shall not allow any of the  Collateral to be subject to any lien
or security interest other than Secured Party's security interest hereunder.

     (k) Debtor  shall invest any and all cash now or hereafter on deposit in or
credited to the Account in the 11-3/4% Senior Subordinated Notes due 2009 issued
by Secured Party or in such other  Investments  as may be expressly  approved in
writing by Secured Party.  Any and all  Distributions  on any of the Investments
shall be paid to Secured  Party and applied to the  Obligations.  Debtor  hereby
authorizes  Secured Party to offset against any of the  Obligations any payments
now or hereafter due to Debtor with respect to any of the Collateral  consisting
of Secured Party's 11-3/4% Senior  Subordinated Notes due 2009 or any extension,
renewal, amendment, replacement or refinancing of such notes.

                                       2
<PAGE>

     (l)  Debtor  agrees  that all risk of loss of the  Collateral  shall at all
times be and remain upon Debtor  irrespective of whether such Collateral is then
in Debtor's or Secured Party's possession.

     (m) Debtor shall permit Secured Party (or any person  designated by Secured
Party) from time to time to inspect  the  Collateral  and to inspect,  audit and
make copies of or extracts from all books and records maintained by or on behalf
of Debtor or Morgan Keegan  pertaining  to the  Collateral  (including  computer
records), all at such times and places as Secured Party may request from time to
time.

     5. Power of Attorney.  Debtor hereby agrees that from time to time, without
presentment, notice or demand, and without affecting or impairing in any way the
rights of Secured  Party with  respect to the  Collateral,  the  obligations  of
Debtor hereunder or the other  Obligations,  Secured Party may, but shall not be
obligated  to and shall  incur no  liability  to  Debtor or any third  party for
failing to, take any action which Debtor is obligated by this Agreement to take,
and Debtor also hereby appoints  (which  appointment is coupled with an interest
and shall be irrevocable  so long as this Agreement is in effect)  Secured Party
as its attorney-in-fact with full power and authority at any time to take any of
the following  actions during the existence of any Event of Default hereunder in
either  Debtor's  or  Secured  Party's  name (but  Secured  Party  shall have no
obligation  to and shall  incur no  liability  to Debtor or any third  party for
failing  to  exercise  any such  power or  authority):  (a) to  collect by legal
proceedings  or otherwise  and indorse,  receive and receipt for all  dividends,
interest,  payments,  proceeds,  and other sums and  property  now or  hereafter
payable  on or on  account  of any of the  Collateral;  (b) to  enter  into  any
extension,  reorganization,  deposit, merger, consolidation,  or other agreement
pertaining to, or deposit,  surrender,  accept,  hold or apply other property in
exchange  for,  any of the  Collateral;  (c) to protect and  preserve any of the
Collateral  or to take any  other  action  which  Debtor  is  obligated  by this
Agreement  to take;  (d) to  transfer  any of the  Collateral  to its own or its
nominee's name; (e) to make any compromise or settlement, and take any action it
deems advisable, with respect to any of the Collateral; (f) to prepare, file and
sign Debtor's name to any proof of claim in bankruptcy (or any similar document)
against any account  debtor on any of the  Collateral;  (g) to indorse  Debtor's
name upon any checks or other proceeds of any Collateral and deposit same to any
account of Secured Party;  (h) to indorse  Debtor's name on any other  document,
instrument or other agreement relating to any of the Collateral;  (i) to use the
information  recorded on or contained in any data  processing  equipment,  other
computer  hardware or any  software  relating to any  Collateral;  (j) to do all
other  acts and  things  necessary,  in  Secured  Party's  judgment,  to fulfill
Debtor's  obligations  under this  Agreement;  and (k) to pay any and all taxes,
assessments,  charges,  encumbrances  or liens now or hereafter  imposed upon or
affecting  any of  the  Collateral.  The  foregoing  power  of  attorney  may be
exercised by Secured Party in its discretion,  in its name or Debtor's name, and
without  prior  notice to or demand  upon  Debtor.  Debtor  agrees to  reimburse
Secured  Party on demand for any sums  advanced or expenses  incurred by Secured
Party in  exercising  any of the  foregoing  rights  and  powers  together  with
interest accruing thereon daily at the highest rate Debtor has contracted to pay
on any of the Obligations. Debtor's reimbursement obligations under this Section
shall constitute part of the Obligations secured hereunder.

     6. Events of Default.  An event of default  under this  Agreement  shall be
deemed to exist upon the  occurrence  of any of the  following  event (each such
event being herein called an "Event of Default"):

     (a) Failure of Debtor  punctually  to make  payment of any amount  payable,
whether  principal,  interest  or  otherwise,  on the  Note or any of the  other
Obligations  when and as the same becomes due and payable,  whether at maturity,
or at a date fixed for any prepayment or partial prepayment, or by acceleration,
on demand or otherwise;

     (b) If any  statement,  representation,  or warranty of Debtor made in this
Agreement, the Note, the Control Agreement or in any other document furnished in
connection  herewith or therewith  to Secured  Party proves to have been untrue,
incorrect,  misleading or incomplete in any material respect as of the date made
or deemed made;

     (c) Failure of Debtor punctually and fully to perform,  observe,  discharge
or comply with any of the covenants set forth in this Agreement, the Note or the
Control Agreement;

     (d) The  occurrence  of any  Event of  Default  under  (and as such term is
defined in) the Note; or

     (e) Morgan Keegan gives written notice to Secured Party of its intention to
terminate the Control  Agreement and within 20 days  thereafter the  Investments
are not transferred to a replacement securities or investment account at another
financial  institution  acceptable to Secured Party or the Control  Agreement is
not replaced by another control agreement satisfactory to Secured Party

     7.  Secured   Party's   Remedies.   Upon  the  occurrence  and  during  the
continuation  of any one or more of the  foregoing  Events of  Default,  Secured
Party  may,  at its  option,  and  without  notice to or demand on Debtor and in
addition to all rights and remedies  available to Secured  Party under any other
agreement, at law, in equity, or otherwise, do any one or more of the following:

                                       3
<PAGE>

     (a)  Secured  Party  may  declare  any  or all  of  the  Obligations  to be
immediately  due and payable and foreclose or otherwise  enforce Secured Party's
security  interest in or other lien hereunder on any or all of the Collateral in
any manner permitted by law or provided for in this Agreement.

     (b)  Secured  Party  may  recover  from  Debtor  all  costs  and  expenses,
including,  without limitation,  actual and reasonable attorney's fees, incurred
or paid by Secured Party in exercising or enforcing any right,  power, or remedy
with respect to any or all of the Collateral provided to it by this Agreement or
by applicable law.

     (c)  Secured  Party may  require  that any and all of the  Account  and the
Investments be transferred into Secured Party's name or the name of its nominee;

     (d) Secured Party may vote all or any of the Collateral  (and in connection
therewith  Debtor hereby grants to Secured Party a proxy to vote the  Collateral
which  proxy  shall be  irrevocable  so long as this  Agreement  is in  effect);
provided,  however,  that  unless  and until an Event of  Default  has  occurred
hereunder  and  Secured  Party has elected as a result  thereof to exercise  its
voting right and proxy under this  subsection,  Debtor shall be entitled to vote
the  Collateral  but no vote may be cast by Debtor  which  would  violate  or be
inconsistent with any of the terms of this Agreement.

     (e) Secured Party may transfer any of the Collateral into its name,  notify
any account  debtor under or other person  obligated on any  Collateral  to make
payments  thereunder directly to Secured Party, and otherwise collect or enforce
payment of any of the Collateral  (but Secured Party shall have no obligation to
do any of the foregoing).

     (f) Secured Party may sell or otherwise dispose of any of the Collateral at
one or more  public or private  sales at Debtor's  or Secured  Party's  place of
business  or any other  place or places,  including  without  limitation  at any
brokers board or security  exchange,  in lots or in bulk, for cash or on credit,
all as Secured Party, in its discretion, may deem advisable.  Debtor agrees that
five (5) days' prior  written  notice from Secured Party to Debtor of any public
sale  of any  Collateral  or the  date  after  which  any  private  sale  of any
Collateral will be held shall constitute reasonable notice thereof and such sale
may be held at such  locations  as  Secured  Party  may  designate  in each said
notice.  Secured Party shall have the right to conduct any such sale on Debtor's
premises,  without any charge therefor, and any such sales may be adjourned from
time to time in accordance with  applicable law.  Secured Party may purchase all
or any part of the  Collateral  at any public sale or, if  permitted by law, any
private  sale and, in lieu of actual  payment of such  purchase  price,  Secured
Party may setoff the amount of such price against the Obligations.

     (g) Upon any sale or other disposition of any of the Collateral pursuant to
this Security Agreement,  Secured Party shall have the right to deliver, assign,
and transfer to the purchaser  thereof the Collateral or the portion  thereof so
sold or disposed  of and each  purchaser  at any such sale or other  disposition
(including  Secured Party) shall acquire such  Collateral free from any claim or
right of whatever  kind,  including  any equity or right of redemption of Debtor
and Debtor  specifically  waives (to the maximum  extent  permitted  by law) all
rights of redemption,  stay or appraisal  with respect to the  Collateral  which
Debtor has or may have under any applicable law,  statute,  or constitution  now
existing or hereafter in effect.

     8. Application of Proceeds.  (a) All monies and other proceeds  received by
Secured Party upon any collection,  sale or other disposition of any Collateral,
together  with all other  monies and other  proceeds  received by Secured  Party
hereunder, shall be applied as follows:

     First , to the payment of the  reasonable  costs and expenses of such sale,
collection or other  disposition  which may have been incurred by Secured Party,
including without  limitation  attorney's fees as provided in Section 7(b) above
and all other reasonable expenses,  liabilities and advances made or incurred by
Secured Party in connection therewith;

     Second , to the payment of all other  Obligations then due in such order as
Secured Party may elect;

     Third , to be held by the  Secured  Party in escrow  until the  Obligations
have been paid in full; and

     Fourth  ,  after  payment  in full of all  Obligations,  any  surplus  then
remaining from such proceeds shall be paid to Debtor.

     (b) Debtor shall remain liable to Secured Party for any deficiency owing on
the  Obligations  after the  application  of the proceeds of the  Collateral  as
provided above.

                                       4
<PAGE>

     9.  Indemnity.  Debtor  hereby  agrees to indemnify  Secured Party and hold
Secured Party  harmless  from and against any claim,  liability,  loss,  damage,
expense,  suit,  action or proceeding  which may now or hereafter be suffered or
incurred by Secured Party as a result of Debtor's failure to observe, perform or
discharge Debtor's duties or obligations hereunder or Secured Party's holding or
administering this Agreement or any Collateral unless with respect to any of the
above Secured Party is finally determined to have acted with gross negligence or
to have engaged in willful  misconduct.  Without  limiting the generality of the
foregoing,  this indemnity shall extend to any claims  asserted  against Secured
Party by any person under any environmental,  occupational safety and hazard, or
other  similar  laws,  rules or  regulations  by reason of Debtor's or any other
person's  failure  to  comply  with any such  laws,  rules or  regulations.  The
indemnity  obligations  of Debtor under this Section shall  constitute a part of
the  Obligations  secured  hereunder and shall survive the  termination  of this
Agreement.

     10.  Miscellaneous.  (a) Any  waiver,  forbearance  or  failure or delay by
Secured Party in exercising  any of its rights,  powers,  or remedies  hereunder
shall not preclude the further  exercise  thereof,  and every right,  power,  or
remedy of Secured Party  hereunder shall continue in full force and effect until
such  right,  power or remedy is  specifically  waived in a writing  executed by
Secured  Party.  Debtor  waives  any right to require  Secured  Party to proceed
against  any  person or to  exhaust  any  Collateral  or to pursue any remedy in
Secured Party's power.

     (b) This  Agreement may be executed in any number of several  counterparts,
each of which  when so  executed  shall be deemed to be an  original  and all of
which counterparts taken together shall constitute one and the same instrument.

     (c) This Agreement  contains the entire agreement between Secured Party and
Debtor with  respect to the  Collateral  and  supersedes  all prior  agreements,
commitments,  understandings,  negotiations or correspondence  between them with
respect  thereto.  If any provision of this  Agreement  shall be held invalid or
prohibited  under applicable law, this Agreement shall be invalid or ineffective
only to the extent of such invalidity or prohibition,  without  invalidating the
remainder of this Agreement.

     (d) The rights,  powers, and remedies of Secured Party under this Agreement
shall be in addition to all other rights,  powers,  or remedies given to Secured
Party by applicable law or by any other agreement,  all of which rights,  powers
and  remedies  shall  be  cumulative  and  may  be  exercise   successively   or
concurrently  without  impairing  Secured Party's security  interest in or other
lien on any of the Collateral.

     (e) All singular terms used herein shall include the plural and vice versa.
All pronouns used herein shall be deemed to cover all genders. All headings used
herein  are for  convenience  of  reference  only and  shall  not  constitute  a
substantive part of this Agreement.

     (f) This  Agreement  may not be  amended  or  modified  except by a writing
signed by each of the parties hereto.

     (g) Except as may be  otherwise  expressly  provided  herein,  all notices,
requests and demands to or upon any party hereto  shall be in writing  (and,  if
sent by mail,  shall be sent by certified or  registered  mail,  return  receipt
requested) and, unless otherwise  expressly provided herein,  shall be deemed to
have been validly given and delivered  when delivered  against  receipt or three
(3) business days after deposit in the United States mail, postage prepaid,  and
addressed  in each case to the  address of such party as shown above (or to such
other address as any such party may designate for itself by like notice given to
the other party hereafter).

     (h) All rights of Secured  Party  under this  Agreement  shall inure to the
benefit of its successors and assigns,  and all obligations of Debtor  hereunder
shall bind its heirs, legal representatives, successors, and assigns.

     (i) This  Agreement  and all security  interests and other liens granted or
conveyed  hereunder  shall  remain  in  full  force  and  effect  and  shall  be
irrevocable  until such time as (x) no Obligations are outstanding,  (y) Secured
Party is under no obligation  to make any further  loans or other  extensions of
credit to Debtor,  and (z) Debtor  notifies  Secured Party in writing that it is
thereby  terminating  this Agreement.  Debtor hereby waives any right Debtor may
have  upon  payment  in full of the  Obligations  to  require  Secured  Party to
terminate its security  interest in the  Collateral  or any financing  statement
relating  thereto until this  Agreement is  terminated  in  accordance  with the
foregoing terms.

     (j) This  Agreement  shall be construed in accordance  with and governed by
the laws of the State of Georgia.

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

                                       5
<PAGE>

     11.  WAIVERS AND  CONSENTS.  (a) DEBTOR HEREBY WAIVES ANY AND ALL RIGHTS IT
MAY HAVE TO NOTICE OR HEARING  PRIOR TO  SEIZURE BY SECURED  PARTY OF ANY OF THE
COLLATERAL, WHETHER BY WRIT OF POSSESSION OR OTHERWISE.

     (b) EACH OF DEBTOR AND SECURED PARTY HEREBY  WAIVES,  TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PERSON MAY HAVE UNDER ANY APPLICABLE
LAW TO A TRIAL BY JURY WITH  RESPECT  TO ANY SUIT OR LEGAL  ACTION  WHICH MAY BE
COMMENCED BY OR AGAINST SUCH PARTY CONCERNING THE INTERPRETATION,  CONSTRUCTION,
VALIDITY, ENFORCEMENT OR PERFORMANCE OF THIS AGREEMENT OR THE NOTE.

     (c) EACH OF DEBTOR AND SECURED PARTY HEREBY EXPRESSLY AGREES,  CONSENTS AND
SUBMITS TO THE PERSONAL  JURISDICTION  OF ANY STATE OR FEDERAL  COURT SITTING IN
THE COUNTY IN WHICH SECURED  PARTY'S ADDRESS SHOWN ABOVE IS LOCATED WITH RESPECT
TO ANY SUIT OR LEGAL  ACTION  WHICH MAY BE  COMMENCED  BY OR AGAINST  SUCH PARTY
CONCERNING  THE  INTERPRETATION,   CONSTRUCTION,   VALIDITY  OR  ENFORCEMENT  OR
PERFORMANCE  OF THIS  AGREEMENT OR THE NOTE AND EACH OF DEBTOR AND SECURED PARTY
ALSO EXPRESSLY CONSENTS AND SUBMITS TO AND AGREES THAT VENUE IN ANY SUCH SUIT OR
LEGAL ACTION IS PROPER IN SAID COURTS AND COUNTY AND HEREBY EXPRESSLY WAIVES ANY
AND ALL  PERSONAL  RIGHTS  UNDER  APPLICABLE  LAW OR IN  EQUITY TO OBJECT TO THE
JURISDICTION AND VENUE IN SAID COURTS AND COUNTY.  THE JURISDICTION AND VENUE OF
THE COURTS  CONSENTED AND  SUBMITTED TO AND AGREED TO IN THIS  PARAGRAPH ARE NOT
EXCLUSIVE BUT ARE  CUMULATIVE AND IN ADDITION TO THE  JURISDICTION  AND VENUE OF
ANY OTHER COURT UNDER ANY APPLICABLE LAWS OR IN EQUITY.

                  [Remainder of page intentionally left blank]

                                        6
<PAGE>


     IN WITNESS  WHEREOF,  Debtor and Secured  Party have executed and delivered
this  Agreement  and Debtor has affixed its seal  hereto,  all as of the day and
year first above set forth.

                                 SECURED PARTY:

                                 AVADO BRANDS, INC.


                                 By:
                                    ----------------------------------------
                                 Name:
                                      --------------------------------------
                                 Title:
                                       -------------------------------------


                                 DEBTOR:

                                 TOM E. DUPREE, JR.

                                 Debtor's Social Security
                                 Number:
                                        ------------------------------------



                                      S-1

</TEXT>
</DOCUMENT>
