MERITAGE HOSPITALITY GROUP INC /MI/
EXHIBIT 10.1 SAMPLE NOTE
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                                         <P ALIGN=RIGHT>Exhibit 10.1<BR><BR>Loan No. ___________</P>

<H4 ALIGN=CENTER> BALLOON
PROMISSORY NOTE</H4>

                                    <P ALIGN=CENTER>(Address)</P>


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<TD WIDTH=50% ALIGN=LEFT><P>$<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> </P></TD>
<TD WIDTH=50% ALIGN=RIGHT><P>
Date:<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></P>
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<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; FOR VALUE RECEIVED, WM
LIMITED PARTNERSHIP - 1998, a Michigan limited partnership doing business as
Wendy&#146;s of Michigan (&#147;Borrower&#148;), promises to pay to the order of
GE CAPITAL FRANCHISE FINANCE CORPORATION, a Delaware corporation
(&#147;Payee&#148;; Payee and any subsequent holder of this Promissory Note
(this &#147;Note&#148;) being referred to herein as &#147;Holder&#148;), at
Payee&#146;s office at 17207 North Perimeter Drive, Scottsdale, Arizona 85255,
or at such other address as Holder may from time to time designate in writing,
the principal sum of <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;</U> Dollars ($<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>) together
with interest from the date the proceeds of the loan (the &#147;Loan&#148;)
evidenced by this Note are initially disbursed (including, without limitation,
disbursement into an escrow for the benefit of Borrower) until Maturity (as
defined below) on the principal balance from time to time remaining unpaid
hereon at a floating or variable rate as set forth below. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; From and after the date
hereof (until Maturity or the occurrence of an Event of Default, as hereinafter
provided), interest shall accrue on the principal balance outstanding hereunder
at a floating or variable rate (the &#147;Variable Rate&#148;) equal to two
hundred fifty-five (255) basis points in excess of the one month yield for
thirty (30) day London Interbank Offered Rate (LIBOR) on the last business day
of each month as published in The Wall Street Journal; provided, however, that
if LIBOR is no longer published in The Wall Street Journal or if the method for
compiling LIBOR is, as determined in Holder&#146;s sole discretion, materially
altered, then Holder shall select such replacement of LIBOR as Holder in its
sole discretion determines most closely approximates LIBOR. As of the date
hereof, the Variable Rate is Four and thirty-four hundredths percent (4.34%) per
annum (the &#147;Initial Rate&#148;). Interest shall be computed on the basis of
a 360-day year composed of twelve (12) months of thirty (30) days. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; A single payment of
interest only, representing interest through <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>, at the Initial Rate
shall be due on the date that funds are advanced hereunder. Thereafter,
principal and interest shall be payable monthly, in arrears, in one hundred
twenty (120) consecutive monthly installments of principal plus accrued interest
at the Variable Rate, beginning on <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>, and continuing on the first
day of each calendar month thereafter until <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
(&#147;Maturity&#148;), at which time all unpaid principal, together with
accrued but unpaid interest, shall be due and payable. Payments shall be applied
first to the accrued interest and other charges due hereunder and the remainder
to principal. The monthly installments shall be level during a &#147;Payment
Period&#148;, which is the period beginning on the first day of January and
ending on the last day of December of the same calendar year. The initial level
monthly payments for the first Payment Period shall be equal to $<U>&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> until
the first &#147;Payment Reset Date&#148;, which is the first day of January of
each calendar year. On the first Payment Reset Date, and on each succeeding
Payment Reset Date thereafter, the level monthly payment to be paid by Borrower
shall be adjusted for the next succeeding Payment Period based on the
&#147;Payment Reset Calculation&#148;, which is the level monthly payment
calculated by the full amortization of the outstanding principal amount of this
Note on the Payment Reset Date at the Variable Rate as determined on the first
business day of December prior to the next Payment Period over the remaining
originally scheduled &#147;amortization term&#148; (as hereinafter defined) of
this Note. A substantial payment will be due at Maturity, as the principal face
amount of this Note shall be amortized over a period of two hundred forty (240)
months (the &#147;amortization term&#148;). </P>


<PAGE>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; At any time from the first
day of the seventh (7<SUP>th</SUP>) month through the last day of the
twenty-fourth (24th) month following the date of this Note, upon ten (10)
days&#146; written notice to Holder, Borrower shall have the right to convert
the Variable Rate to a fixed rate of interest (the &#147;Fixed Rate&#148;) equal
to two hundred thirty-one (231) basis points in excess of the then-current
weekly average yield for ten (10)-year U.S. Dollar Interest Rate Swaps, as
published in Federal Reserve Statistical Release H.15 [519] (the
&#147;Index&#148;). The date on which the Fixed Rate is set shall be referred to
herein as the &#147;Conversion Date&#148;. Upon the Conversion Date, the monthly
payment due hereunder shall be adjusted to an amount equal to the amount which
would fully amortize the then-outstanding principal balance of this Note at such
Fixed Rate over the remaining amortization term. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; If any payment shall not be
received by Holder within ten (10) days after its due date, Borrower shall pay
an additional charge equal to five percent (5.00%) of the delinquent payment or
the highest additional charge permitted by law, whichever is less. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Upon not less than thirty
(30) days&#146; advance written notice to Holder and upon payment of a
Prepayment Premium (as defined below), Borrower shall have the right to prepay
all, but not less than all, of the outstanding balance of this Note on any
regularly scheduled principal and interest payment date with the payment of the
following prepayment fees: </P>


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Number of Months<BR>
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Remaining&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR><BR>
    120 - 109 <BR>
    108 -  97 <BR>
     96 -  85 <BR>
    Thereafter
</P></TD>
<TD WIDTH=50% ALIGN=CENTER><P>
 Applicable %<BR>
<U>  Of Amount Prepaid</U><BR><BR>
        3.0%<BR>
        2.0%<BR>
        1.0%<BR>
        0.0%</P>
</TD>
</TR>
</TABLE>

<P> The prepayment fees
described above shall be waived in the event of a sale of the Property (as
hereinafter defined) in bona-fide arm&#146;s length transaction to an unrelated
third party, provided that the purchase of the Property by an unrelated third
party is financed by Holder. If such purchase is not financed by Holder, then
the prepayment fee described above shall be 1.0% for the first twenty-four
months following the date of this Note, and shall be 0% thereafter. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; In addition to the
foregoing, if the Fixed Rate is in effect, Borrower must also pay a prepayment
premium as set forth below (the &#147;Prepayment Premium&#148;) in order to
prepay all, but not less than all, of the outstanding balance of this Note on
any regularly scheduled principal and interest payment date. The Prepayment
Premium shall be determined by (i)&#160;calculating the decrease (expressed in
basis points) in the current weekly average yield of ten (10) year U.S. Dollar
Interest Rate Swaps (as published in the Index) from the Conversion Date, to the
Friday immediately preceding the week in which the prepayment is made, (ii)
dividing the decrease by 100, (iii) multiplying the result by the following
described applicable premium factor (the &#147;Premium Factor&#148;), and (iv)
multiplying the product by the principal balance to be prepaid. If the Index is
unchanged or has increased from the Conversion Date, to the Friday immediately
preceding the prepayment date, no Prepayment Premium shall be due. The Premium
Factor shall be the amount shown on the following chart for the month in which
prepayment occurs: </P>


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<TD WIDTH=33% ALIGN=CENTER><P>
   No. Mos.<BR>
  <U>Remaining</U><BR><BR>

 120 - 109 <BR>
 108 -  97 <BR>
  96 -  85 <BR>
  84 -  73 <BR>
  72 -  61 <BR>
  60 -  49 <BR>
  48 -  37 <BR>
  36 -  25 <BR>
  24 -  13 <BR>
  12 -   1 </P></TD>
<TD WIDTH=33% ALIGN=CENTER><P><BR>
<U> (Years)</U><BR><BR>

   (10) <BR>
   ( 9) <BR>
   ( 8) <BR>
   ( 7) <BR>
   ( 6) <BR>
   ( 5) <BR>
   ( 4) <BR>
   ( 3) <BR>
   ( 2) <BR>
   ( 1)
 </P></TD>
<TD WIDTH=33% ALIGN=CENTER><P>
Premium<BR>
<U>&nbsp;&nbsp;Factor&nbsp;&nbsp;</U><BR><BR>
 .070<BR>
 .065<BR>
 .060<BR>
 .054<BR>
 .048<BR>
 .042<BR>
 .036<BR>
 .029<BR>
 .022<BR>
 .013</P>
</TD>
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<P> If the Federal Reserve
Board ceases to publish <U>Statistical</U> <U>Release</U> <U>H.15</U> <U>[519],
</U>then the decrease in the weekly average yield of ten (10)-year U.S. Dollar
Interest Rate Swaps will be determined from another source designated by Holder. </P>

<P> &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If Holder at any time
accelerates this Note after an Event of Default (defined below), then Borrower
shall be obligated to pay the Prepayment Premium in accordance with the
foregoing schedule. The Prepayment Premium shall not be payable in the case of
an assumption of the Loan (if permitted by Holder pursuant to the terms of the
Security Instrument (as hereinafter defined)), nor with respect to condemnation
awards or insurance proceeds from fire or other casualty which Holder applies to
prepayment, nor with respect to Borrower&#146;s prepayment of the Note in full
during the last three (3) months of the term of this Note unless an Event of
Default has occurred and is continuing. Borrower expressly acknowledges that
such Prepayment Premium is not a penalty but is intended solely to compensate
Holder for the loss of its bargain and the reimbursement of internal expenses
and administrative fees and expenses incurred by Holder. </P>

<P> &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Holder shall have full
recourse against Borrower for all sums due under this Note and for all the
representations, warranties, indemnities and covenants in the Mortgage
(&#147;Security Instrument&#148;) covering the property (the
&#147;Property&#148;) securing this Note and all other documents executed or
delivered in connection herewith (the &#147;Loan Documents&#148;). </P>

<P> &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each of the following shall
constitute an Event of Default (&#147;Event of Default&#148;) hereunder and
under the Security Instrument: </P>

<P> &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) &nbsp;&nbsp;&nbsp;Failure of Holder to
receive any payment of principal, interest, or Prepayment Premium upon this Note
within five (5) days after the date when due; provided, however, notwithstanding
the occurrence of such an Event of Default, Holder shall not be entitled to
exercise its rights and remedies unless and until Holder shall have given
Borrower notice thereof and a period of five (5) days from the delivery of such
notice shall have elapsed without such Event of Default being cured; or </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (b) &nbsp;&nbsp;&nbsp;The occurrence of an
&#147;Event of Default&#148; under any Loan Document (other than this Note). </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Upon the occurrence of any
Event of Default, Holder shall have the option to declare the entire amount of
principal and interest due under this Note immediately due and payable without
notice or demand, and Holder may exercise any of its rights under this Note and
any document executed or delivered herewith. After acceleration or maturity,
Borrower shall pay interest on the outstanding principal balance of this Note at
the rate of five percent (5.00%) per annum above the prime rate, as published in
the Wall Street Journal (or if the Wall Street Journal shall cease to publish
the prime rate of interest, another comparable source selected by Holder in its
reasonable discretion) , or fifteen percent (15.00%) per annum, whichever is
higher, provided that such interest rate shall not exceed the maximum interest
rate permitted by law (the &#147;Default Rate&#148;). </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; All payments of the
principal and interest on this Note shall be made in coin or currency of the
United States of America which at the time shall be the legal tender for the
payment of public and private debts. </P>


<PAGE>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; If this Note is placed in
the hands of an attorney for collection, Borrower shall pay reasonable
attorneys&#146; fees and costs incurred by Holder in connection therewith, and
in the event suit or action is instituted to enforce or interpret this Note
(including without limitation efforts to modify or vacate any automatic stay or
injunction), the prevailing party shall be entitled to recover all expenses
reasonably incurred at, before or after trial and on appeal, whether or not
taxable as costs, or in any bankruptcy proceeding, or in connection with
post-judgment collection efforts, including, without limitation, reasonable
attorneys&#146; fees, witness fees (expert and otherwise), deposition costs,
copying charges and other expenses. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; This Note shall be governed
and construed in accordance with the laws of the State of Arizona applicable to
contracts made and to be performed therein (excluding choice-of-law principles).
Borrower hereby irrevocably submits to the jurisdiction of any state or federal
court sitting in Arizona in any action or proceeding brought to enforce or
otherwise arising out of or relating to this Note, and hereby waives any
objection to venue in any such court and any claim that such forum is an
inconvenient forum. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; This Note is given in a
commercial transaction for business purposes. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; This Note may be declared
due prior to its expressed maturity date, all in the events, on the terms, and
in the manner provided for in the Security Instrument. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Borrower and all sureties,
endorsers, guarantors and other parties now or hereafter liable for the payment
of this Note, in whole or in part, hereby severally (i) waive demand, notice of
demand, presentment for payment, notice of nonpayment, notice of default,
protest, notice of protest, notice of intent to accelerate, notice of
acceleration and all other notices except those for which the Loan Documents
expressly provide, and further waive diligence in collecting this Note or in
enforcing any of the security for this Note; (ii) agree to any substitution,
subordination, exchange or release of any security for this Note or the release
of any party primarily or secondarily liable for the payment of this Note; (iii)
agree that Holder shall not be required to first institute suit or exhaust its
remedies hereon against Borrower or others liable or to become liable for the
payment of this Note or to enforce its rights against any security for the
payment of this Note; and (iv) consent to any extension of time for the payment
of this Note, or any installment hereof, made by agreement by Holder with any
person now or hereafter liable for the payment of this Note, even if Borrower is
not a party to such agreement. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Borrower authorizes Holder
or its agent to insert in the spaces provided herein the appropriate interest
rate and the payment amounts as of the date of the initial advance hereunder. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; All agreements between
Borrower and Holder, whether now existing or hereafter arising and whether
written or oral, are hereby limited so that in no contingency, whether by reason
of demand or acceleration of the final maturity of this Note or otherwise, shall
the interest contracted for, charged, received, paid or agreed to be paid to
Holder exceed the maximum amount permissible under the applicable law. If, from
any circumstance whatsoever, interest would otherwise be payable to Holder in
excess of the maximum amount permissible under applicable law, the interest
payable to Holder shall be reduced to the maximum amount permissible under
applicable law; and if from any circumstance Holder shall ever receive anything
of value deemed interest by applicable law in excess of the maximum amount
permissible under applicable law, an amount equal to the excessive interest
shall be applied to the outstanding principal balance hereof, or if such
excessive amount of interest exceeds the unpaid balance of principal hereof,
such excess shall be refunded to Borrower. All interest paid or agreed to be
paid to Holder shall, to the extent permitted by applicable law, be amortized,
prorated, allocated, and spread throughout the full period (including any
renewal or extension) until payment in full of the principal so that the
interest hereon for such full period shall not exceed the maximum amount
permissible under applicable law. Holder expressly disavows any intent to
contract for, charge or receive interest in an amount which exceeds the maximum
amount permissible under applicable law. This paragraph shall control all
agreements between Borrower and Holder. </P>


<PAGE>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <B><U>WAIVER OF JURY TRIAL</U>.
BORROWER AND LENDER HEREBY KNOWINGLY,  VOLUNTARILY AND  INTELLIGENTLY  WAIVE ANY
AND ALL RIGHTS THAT EACH PARTY TO THIS NOTE MAY NOW OR HEREAFTER  HAVE UNDER THE
LAWS OF THE UNITED  STATES OF AMERICA  OR THE STATE OF  MICHIGAN,  TO A TRIAL BY
JURY OF ANY AND ALL  ISSUES  ARISING  DIRECTLY  OR  INDIRECTLY  IN ANY ACTION OR
PROCEEDING  RELATING  TO THIS  NOTE,  THE  LOAN  DOCUMENTS  OR ANY  TRANSACTIONS
CONTEMPLATED  THEREBY OR RELATED THERETO.  IT IS INTENDED THAT THIS WAIVER SHALL
APPLY TO ANY AND ALL DEFENSES,  RIGHTS,  CLAIMS AND/OR COUNTERCLAIMS IN ANY SUCH
ACTION OR PROCEEDING. BORROWER UNDERSTANDS THAT THIS WAIVER IS A WAIVER OF A
CONSTITUTIONAL  SAFEGUARD,  AND EACH PARTY INDIVIDUALLY  BELIEVES THAT THERE ARE
SUFFICIENT ALTERNATE PROCEDURAL AND SUBSTANTIVE SAFEGUARDS, INCLUDING,
A TRIAL BY AN IMPARTIAL JUDGE, THAT ADEQUATELY OFFSET THE WAIVER CONTAINED HEREIN.</B> </P>

<P><B>IMPORTANT:  READ  BEFORE  SIGNING.  THE TERMS OF THIS  AGREEMENT  SHOULD BE READ
CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE. NO OTHER TERMS OR
ORAL  PROMISES NOT CONTAINED IN THIS WRITTEN  CONTRACT MAY BE LEGALLY  ENFORCED.
YOU MAY CHANGE THE TERMS OF THIS AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT.</B></P>

<H4 ALIGN=CENTER> TIME IS OF
THE ESSENCE HEREOF.</H4>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; IN WITNESS WHEREOF,
Borrower has executed or caused this Note to be executed by its duly authorized
general partner under seal as of the year and day first written above. </P>

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<TD WIDTH=53% ALIGN=RIGHT><P> </P></TD>
<TD WIDTH=47% ALIGN=LEFT><P>
 BORROWER:<BR><BR>

                                                     WM LIMITED PARTNERSHIP - 1998,<BR>
                                                     a Michigan limited partnership<BR><BR>

                                                     By its sole general partner,<BR>
                                                     RES Management, LLC,<BR>
                                                     a Michigan limited liability company<BR><BR>


                                                     By:<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;    Robert E. Schermer, Jr.<BR><BR>


&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;[SEAL]
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