AVADO BRANDS INC
ACCOUNT CONTROL AGREEMENT
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<TYPE>EX-10
<SEQUENCE>7
<FILENAME>tedaca.txt
<DESCRIPTION>ACCOUNT CONTROL AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.4


                            ACCOUNT CONTROL AGREEMENT

     This Account  Control  Agreement  ("Agreement")  is entered into  effective
March 6, 2002, by and among Avado Brands, Inc. ("Secured Party"), Tom E. DuPree,
Jr.  ("Pledgor"),  and Morgan  Keegan & Company,  Inc., a Tennessee  corporation
having its principal place of business at Memphis, Tennessee ("Morgan Keegan").

     The Pledgor is indebted to the Secured Party in  accordance  with the terms
and provisions of a certain promissory note dated March 6, 2002 in the principal
sum of $14,130,472.99,  together with any renewals,  extensions,  modifications,
and increases thereof.

                                    AGREEMENT

     1. THE ACCOUNT

     a. Morgan  Keegan  represents  and  warrants  to Secured  Party that Morgan
Keegan  maintains  a  securities  account  in the  name  of Tom E.  DuPree,  Jr.
("Account")  for Pledgor.  The account is not a margin account and does not have
check-writing privileges. Margin trading shall not be allowed in the account.

     b. Exhibit A, attached hereto, is a statement  produced by Morgan Keegan in
the ordinary  course of its  business  regarding  the  property  credited to the
Account as of the statement date.  Morgan Keegan does not know of any inaccuracy
in the statement.

     c. Exhibit A does not reflect any financial  assets which are registered in
the  name of the  Pledgor,  payable  to the  Pledgor's  order,  or  specifically
endorsed to Pledgor, which have not been endorsed to Morgan Keegan or in blank.

     2.  CONTROL  BY  SECURED   PARTY   Morgan   Keegan  will  comply  with  all
notifications it receives directing it to transfer or redeem any property in the
Account (an  "Entitlement  Order")  originated by Secured Party without  further
consent by Pledgor.  The Secured  Party shall have  control  over the Account as
contemplated  by ss. ss.  9-106 and 8-106 of the  Tennessee  Uniform  Commercial
Code.

     3. PLEDGOR'S RIGHTS IN ACCOUNT Except as otherwise provided in this Section
3,  Morgan  Keegan will comply with  Entitlement  Orders  originated  by Pledgor
without  further  consent by Secured  Party.  If Secured Party  notifies  Morgan
Keegan that Secured  Party will exercise  exclusive  control over the Account (a
"Notice of Exclusive Control"), Morgan Keegan will cease:

     a. complying with  Entitlement  Orders or other  directions  concerning the
Account originated by Pledgor, and

     b.  distributing  to Pledgor  interest  and  dividends  on  property in the
Account.

     Until Morgan Keegan receives a Notice of Exclusive  Control,  Morgan Keegan
may distribute to Pledgor all interest and regular cash dividends on property in
the Account. Morgan Keegan will not comply with any Entitlement Order originated
by Pledgor that would  require  Morgan Keegan to make a free delivery to Pledgor
or any other person.

     4. PRIORITY OF SECURED PARTY'S SECURITY INTEREST Morgan Keegan subordinates
in favor of Secured Party any security interest, lien, or right of setoff it may
have,  now or in the future,  against  the  Account or property in the  Account,
except that Morgan  Keegan will retain its prior lien on property in the Account
to secure payment for property purchased for the Account and normal commissions,
charges and fees for the Account.

     Morgan Keegan further agrees it will not invade the Account to cover margin
debits or calls in any other accounts of Pledgor.

     Morgan  Keegan will not agree with any third party that Morgan  Keegan will
comply with Entitlement Orders originated by the third party.

     5.  STATEMENTS AND NOTICES OF ADVERSE CLAIMS Morgan Keegan will send copies
of all statements for the Account  simultaneously  to Pledgor and Secured Party.
Morgan Keegan will use reasonable  efforts  promptly to notify Secured Party and

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Pledgor if any other person  claims that it has a property  interest in property
in the  Account and that it is a violation  to that  person's  rights for anyone
else to hold, transfer, or deal with the property.

     6. MORGAN  KEEGAN'S  RESPONSIBILITY  Except for  permitting  a  withdrawal,
delivery, or payment in violation of Section 3, Morgan Keegan will not be liable
to Secured Party for  complying  with  Entitlement  Orders from Pledgor that are
received by Morgan Keegan  before  Morgan  Keegan  receives and has a reasonable
opportunity to act on a Notice of Exclusive Control.

     Morgan Keegan will not be liable to Pledgor for complying  with a Notice of
Exclusive  Control or with Entitlement  Orders originated by Secured Party, even
if Pledgor  notifies Morgan Keegan that Secured Party is not legally entitled to
issue the Entitlement Order of Notice of Exclusive Control, unless

     a. Morgan  Keegan takes the action  after it is served with an  injunction,
restraining  order, or other legal process enjoining it from doing so, issued by
a court of competent  jurisdiction,  and had a reasonable  opportunity to act on
the injunction, restraining order or other legal process, or

     b.  Morgan  Keegan  acts in  collusion  with  Secured  Party  in  violating
Pledgor's rights.

     c. Morgan  Keegan will not change the  account  number or the account  name
without the prior written consent of Secured Party.

     This  Agreement  does not create any obligation of Morgan Keegan except for
those expressly set forth in this Agreement.  In particular,  Morgan Keegan need
not  investigate  whether  Secured  Party  is  entitled  under  Secured  Party's
agreements  with Pledgor to give an  Entitlement  Order or a Notice of Exclusive
Control.  Morgan Keegan may rely on notices and communications it believes given
by the appropriate party.

     7. INDEMNITY  Secured Party and Pledgor will indemnify  Morgan Keegan,  its
officers,  directors,  employees,  and agents against claims,  liabilities,  and
expenses arising out of this Agreement (including reasonable attorney's fees and
disbursements),  except to the extent the claims,  liabilities,  or expenses are
caused by Morgan  Keegan's  gross  negligence  or  willful  misconduct.  Secured
Party's and Pledgor's liability under this section is joint and several.

     8.  TERMINATION;  SURVIVAL  Secured Party may terminate  this  Agreement by
notice to Morgan Keegan and Pledgor.  Morgan Keegan may terminate this Agreement
on 30 days notice to Secured Party and Pledgor.

     If Secured  Party  notifies  Morgan  Keegan that Secured  Party's  security
interest  in  the  Account  has  terminated,  this  Agreement  will  immediately
terminate.  Upon receipt of such notice from Secured  Party,  Morgan  Keegan may
take such steps as Pledgor may request to vest full ownership and control of the
Account in Pledgor,  including, but not limited to, removing the name of Secured
Party from the Account or  transferring  all of the financial  assets and credit
balances in the Account to another  securities account in the name of Pledgor or
his designee.

     Section 6, "MORGAN KEEGAN'S  RESPONSIBILITY,"  and Section 7,  "INDEMNITY,"
will survive termination of this Agreement.

     9.  GOVERNING  LAW This  Agreement  and  account  number  01438852  will be
governed by the laws of the State of  Tennessee.  The parties  hereto agree that
certain material events, occurrences and transactions relating to this Agreement
bear a reasonable relationship to the State of Tennessee.

     10. ENTIRE AGREEMENT This Agreement, and the schedules and exhibits hereto,
set forth  the  entire  agreement,  and  supersedes  any  prior  agreements  and
contemporaneous oral agreements, of the parties concerning its subject matter.

     11. AMENDMENTS No amendment, modification or termination of, or waiver of a
right under,  this  Agreement will be binding unless it is in writing and signed
by the party to be charged.

     12. SEVERABILITY If any term or provision set forth in this Agreement shall
be invalid or unenforceable, the remainder of this Agreement, or the application
of such terms or  provisions  to persons or  circumstances,  other than those to
which it is held invalid or unenforceable, shall be construed in all respects as
if such invalid or unenforceable term or provision were omitted.

     13. FINANCIAL  ASSETS All property  credited to the Account will be treated
as "financial  assets"  under  Article 8 and Article 9 of the Tennessee  Uniform
Commercial Code.

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     14.  SUCCESSORS  AND ASSIGNS The terms of this  Agreement  shall be binding
upon, and shall inure to the benefit of, the parties hereto and their respective
corporate successors or heirs and personal representative.

     15.  NOTICES  Any  notice,  request  or  other  communication  required  or
permitted  to be given  under this  Agreement  shall be in writing and deemed to
have been properly given when  delivered in person,  or when sent by telecopy or
other  electronic  means and  electronic  confirmation  of error free receipt is
received or two days after being sent by certified or  registered  United States
mail, return receipt requested,  postage prepaid,  addressed to the party at the
address set forth below such  party's  name as set forth  below.  Any person may
change its address for notices in the manner set forth above.

     16. TAX REPORTING All items of income, gain, expense and loss recognized in
the Account shall be reported to the Internal  Revenue Service and all state and
local taxing  authorities under the name and taxpayer  identification  number of
Pledgor.

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     IN WITNESS  WHEREOF,  Pledgor and Secured  Party,  their heirs and assigns,
have caused this Agreement to be executed as of March 12, 2002.

PLEDGOR                                     SECURED PARTY
Signature: _________________________        By: ______________________________


Date:  _____________________________        Title: ___________________________


Address: ___________________________        Signature: _______________________

         ___________________________        Date:  ___________________________

                                            Address: _________________________

                                                     _________________________



MORGAN KEEGAN & COMPANY, INC.

By:  __________________________________

Title:  _______________________________

Address: ______________________________

         ______________________________

Date:  ________________________________




     Exhibits and  schedules to this  agreement  are not filed  pursuant to Item
601(b)(2) of SEC Regulation S-K. By the filing of this Form 10-Q, the Registrant
hereby  agrees  to  furnish  supplementally  a copy of any  omitted  exhibit  or
schedule to the Commission upon request.



                                      S-1


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