AVADO BRANDS INC
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>exhibit102.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>

                                  GROUND LEASE

                                     BETWEEN

     Miko  Investments,   LLC,  a  Tennessee  limited  liability  company,   its
successors or assigns


                                   as LANDLORD


                                       AND

                           DON PABLO'S OPERATING CORP.

                                   as TENANT


                  8088 Kingston Pike, Knoxville, TN 37919-5531
                                    LOCATION



                               FREE STANDING SITE



<PAGE>

                                  GROUND LEASE

     This Ground Lease ("Lease") is entered into between Landlord and Tenant who
are named below.

     1. BASIC PROVISIONS

     1.1 Landlord.  The Landlord is Miko  Investments,  LLC, a Tennessee limited
liability  company,  its successors and assigns,  whose address is 2901-12 Choto
Road, Knoxville, Tennessee 37922 ("Landlord").

     1.2 Tenant. The Tenant is DON PABLO'S OPERATING CORP., an Ohio corporation,
whose address is c/o Avado Brands,  Inc.,  Hancock at  Washington,  Madison,  GA
30650 ("Tenant").

     2. LEASED PREMISES

     2.1 Real  Property.  The real  property  consists  of land  located in Knox
County,  Tennessee  containing  approximately  1.423 acres as more  particularly
described  or shown on Exhibit "A"  attached  hereto,  and  incorporated  herein
("Real Property").

     2.2 Appurtenant  Rights.  Tenant's rights hereunder shall include the right
to use, in common with others  entitled  thereto,  any common areas,  sidewalks,
pedestrian  circulation  areas,  parking  lots,  ingress  and egress  easements,
driveways,  roads and rights of way, and all  easements  as currently  exist (if
any) that are appurtenant to the Real Property ("Appurtenant Rights").

     2.3  Leased  Premises.  The  Leased  Premises  includes  the Real  Property
described in Section 2.1 above,  together with  Improvements and all Appurtenant
Rights (if any) described in Section 2.2 above ("Leased Premises").

     3. DATES, TERMS AND TIME PERIODS

     3.1 Effective Date. The effective date of this Lease shall be the last date
of execution by a party ("Effective  Date").  The last party to sign agrees that
it shall  immediately  notify  the other  party of its  execution  of this Lease
within  one (1)  business  day,  and  provide  to the other  party its  original
signature page within three (3) business days of execution.

     3.2  Initial  Term.  The initial  term of the Lease  shall  commence on the
Effective Date and end five (5) years after the Effective Date ("Initial  Term")
provided,  however,  that the partial calendar month, if any, that occurs at the
beginning  of the  Initial  Term shall be added to the first  Lease Year for the
calculation of rent and other charges hereunder.

     3.3 Lease  Extension.  Tenant's right and option to extend the term of this
Lease for one (1) period of five (5) years,  all upon the same terms and subject
to the same  conditions of this Lease ("Lease  Extension")  except Base Rent (as
herein defined) and other payments due Landlord.  Each such additional period is
referred to as an Extension Term ("Extension  Term").  Tenant's right and option
to exercise the Lease Extensions shall be subject to the following: (a) that the
then  existing  Lease be in full  force and  effect,  and that  Tenant not be in
default thereunder;  and (b) that Tenant has given written notice to Landlord of
Tenant's  exercise  of each  immediately  upcoming  option at least one  hundred
eighty (180) days prior to the expiration of the then existing Term.

                                       1
<PAGE>

     3.4  Term.  The  Term of the  Lease  shall  mean the  Initial  Term and any
Extension Terms exercised by Tenant ("Term").

     4. GRANT, USE AND POSSESSION

     4.1 Grant. In consideration of the rents,  covenants and leases hereinafter
set forth to be paid,  observed and performed by Tenant,  Landlord hereby leases
and demises  unto Tenant the Leased  Premises,  to have and to hold the same for
the Term of the Lease.

     4.2 Use. Tenant intends to use the Leased Premises for the construction and
operation  of  a  Don  Pablo's  Mexican  Kitchen  restaurant  serving  alcoholic
beverages  ("Intended  Use").  Tenant  shall  have the  right to use the  Leased
Premises for any lawful and legal use ("Tenant  Use");  provided;  if the Leased
Premises shall cease being used for restaurant purposes, then Tenant must obtain
the prior  written  consent of the  Landlord,  which such  consent  shall not be
unreasonably withheld, delayed, or conditioned.

     4.3 Possession and Quiet Enjoyment. Landlord covenants to deliver to Tenant
possession of the Leased  Premises,  free, clear and discharged of possession or
the right of possession by any party, on or before the Possession Date. Landlord
shall assure Tenant of quiet  enjoyment and possession of the Leased Premises so
long as Tenant fully performs all of its obligations under this Lease.

     4.4 Exclusivity.  During the continuation of this Lease, and so long as (i)
the Leased Premises are used as a Don Pablo's Mexican Kitchen restaurant serving
alcoholic  beverages;  and (ii) the  Tenant  is not in  default  hereunder,  any
property now or hereafter  owned leased or  controlled by Landlord or any entity
of  which  Landlord  owns an  interest,  within  five (5)  miles  of the  Leased
Premises,  shall be  restricted  from a use  similar  to a Don  Pablo's  Mexican
Kitchen if it serves Mexican food and wine,  beer or other  alcoholic  beverages
and said term shall  specifically  include,  but shall not be limited  to,  such
concepts as "On the  Border",  "Cozymels",  "Ninfas,"  "El Fenix" and other such
similar  type  restaurant  concepts.  This  restriction  will be included in the
Memorandum of Lease, if recorded, pursuant to Section 16.7 herein.

     4.5  Subordination/Non-Disturbance.  This  Lease  and any  easement  rights
granted  herein  or  in  conjunction  with  this  Lease  shall  be  subject  and
subordinate  to any  mortgages  that may  hereafter  be placed  upon the  Leased
Premises by Landlord or its  successors or assigns,  and to any and all advances
to  be  made  thereunder,  and  to  the  interest  thereon,  and  all  renewals,
replacements,   consolidation   and  extensions   thereof,   provided  that  the
mortgagee(s)  named in said  mortgage(s)  delivers to Tenant a  recognition  and
non-disturbance Lease reasonably  satisfactory to Tenant, assuring that Tenant's
rights under this Lease shall be  recognized  and not  disturbed in the event of
foreclosure, so long as Tenant is not in default and Tenant attorns to the party
acquiring title to the Leased Premises  following such  foreclosure.  Tenant and
Landlord shall execute and deliver,  and Landlord  shall ensure that  Landlord's
mortgagee executes and delivers, whatever reasonable instruments may be required
for such purposes.

                                       2
<PAGE>

     5. RENT AND OTHER PAYMENTS

     5.1 Base Rent.. Beginning on the Effective Date, Tenant shall pay Landlord,
at Landlord's  notice  address set forth in Section 16.1, or at such other place
as Landlord  may  hereafter  designate  in writing,  as base rent for the Leased
Premises,  the amounts set out below ("Base Rent").  All rental  payments coming
due under this Lease  shall be payable  in  monthly  installments,  in  advance,
without  notice or demand,  on or before  the fifth  (5th) day of each and every
calendar month for the full Initial Term and all Lease  Extensions  exercised by
Tenant.  Rent for a partial month  beginning on the Effective Date or at the end
of the Initial or any Extension  Term shall be prorated on the basis of a thirty
(30) day month.  If Tenant shall fail to pay, within five (5) days from the date
same is due and payable,  any rent or other  amounts due and payable  under this
Lease,  then such unpaid amount shall bear interest from the due date thereof to
the date of payment at the rate of twelve  percent  (12 %) per annum,  or at the
maximum legal rate, whichever is less.

                           ANNUAL RENT                 MONTHLY RENT
INITIAL TERM               $120,000.00                  $10,000.00
LEASE EXTENSIONS           $132,000.00                 $ 11,000.00

     5.2 Taxes.  Beginning on the Effective Date and  continuing  throughout the
Initial  Term and all  Extension  Terms,  Tenant shall pay: (1) all taxes levied
against all personal property of Tenant located on the Leased Premises; and, (2)
all business, license, rent, sales and excise taxes levied against the Tenant or
Tenant's occupancy of the Leased Premises.  Landlord shall pay all real property
taxes and  assessments  levied  against  the Leased  Premises  and Tenant  shall
reimburse  Landlord for said taxes on an monthly basis,  during the term of this
Lease.,  At the end of the  calendar  year there shall be a  reconciliation  and
within ten (10) days of Tenant's  receipt of a paid tax statement from Landlord,
Tenant shall pay any shortage or Landlord  shall credit  (against Base Rent) any
overpayment.  Real  property  taxes and  assessments  shall be prorated from the
Effective  Date to the end of the Term  based  upon a three  hundred  sixty-five
(365) day year. Tenant shall have the right with Landlord's cooperation,  but at
Tenant's expense,  to contest any tax or assessment,  and to pay in installments
where allowed by the taxing  authority.  Real  property  taxes shall not include
business,   income,  gross  receipts,  or  profits  taxes,  estate,  succession,
inheritance,   transfer,   corporation,  or  franchise  taxes  assessed  against
Landlord.

     5.3 Special Assessment.  In the event of any special assessments for public
capital  improvements  placed on the Leased Premises,  Tenant shall make monthly
payments by way of  reimbursement to Landlord with the payments being based upon
the useful life of the capital  improvement,  provided that such assessments are
both levied and payable during the continuance of this Lease. To the extent that
such  special  assessments  are  payable in  installments  extending  beyond the
termination or cancellation of this Lease,  Tenant shall be required to pay only
those  installments  that are  required  to be paid  prior  to the  termination,
cancellation or expiration of this Lease.

                                       3
<PAGE>

     5.4 Late Fee. Tenant covenants and agrees to pay to Landlord,  from time to
time as provided in this Lease,  and as "Additional  Rent" a late charge of five
percent  (5%) of the amount then due to be paid by Tenant  hereunder if not paid
within five (5) days after the due date.

     5.5 Net  Lease.  This  Lease is a net lease and all Base Rent shall be paid
without notice, demand,  counterclaim,  setoff, deduction or defense and without
abatement, suspension,  deferment, diminution, or reduction. Except as otherwise
provided in this Lease, this Lease shall not terminate nor shall Tenant have any
right to  terminate  this  Lease or be  entitled  to the  abatement  of any Rent
hereunder or any reduction  thereof,  nor shall the  obligations of Tenant under
this  Lease be  otherwise  affected,  for any reason  during the Term  except as
specifically  provided  herein.  It is the purpose  and intent of  Landlord  and
Tenant that Rent shall be absolutely  net to Landlord,  so that this Lease shall
yield, net, to Landlord, the Rent specified herein throughout the Term, and that
all costs,  expenses and obligations of every kind or nature whatsoever relating
to the Leased Premises which may arise and become due as specified herein during
the Term shall be paid by Tenant,  and that Landlord  shall be  indemnified  and
saved harmless by Tenant from and against the same.

     6. IMPROVEMENTS

     6.1  Improvements.  Improvements  shall mean all buildings,  installations,
structures,  signage, utilities,  lighting facilities,  landscaping,  sidewalks,
parking  areas,   drives  and  equipment  and  all  their   components  and  all
identification,  advertising,  and  directional  signs  required by Tenant to be
located on the Leased Premises.

     6.2 (A) Title to Tenant Improvements.  Title to and ownership of all tenant
improvements  during the Initial Term or any Lease  Extension  shall at all such
times remain in and with Tenant.  Landlord  acknowledges and agrees that it does
not  hereby  acquire  any right,  equity,  title or  interest  in or to any such
improvements during continuance of this Lease.  Landlord shall take such actions
as may be necessary to ensure that Tenant's said  improvements  remain free from
any  liens  and  encumbrances  arising  by,  through  or  under  Landlord.  Upon
termination or expiration of this Lease, all Tenant  Improvements shall become a
part thereof and title thereto  shall vest in Landlord or Landlord's  successors
or  assigns,  except for those  articles  and items that  Tenant is  entitled to
remove  pursuant to Sections 6,4 and 6.9.

     (B) Title to Leased  Premises.  Tenant  shall  take such  actions as may be
necessary to ensure that  Landlord's  said Leased  Premises remain free from any
liens and encumbrances  arising by, through or under Tenant. Upon termination or
expiration  of this Lease,  all Tenant  Improvements  (and the Leased  Premises)
shall thereto shall vest in Landlord.

     6.3 Signage.  Tenant may install and maintain on the Leased  Premises  such
identification,   advertising  and   directional   signs  and  media  as  Tenant
determines,  including a pylon sign with the maximum  size and height  permitted
pursuant to the appropriate governmental  requirements.  Tenant may place on the
windows or inside or outside  walls of the Property any  advertising  materials,
banners,  and related items,  as well as its usual signs,  logos,  lettering and
notices  normally  installed in its  restaurants,  or used in  conjunction  with
Tenant's regional or national  advertising  campaigns . Tenant shall comply with
all laws applicable to Tenant's signs on the Leased Premises.

                                       4
<PAGE>

     6.4  Tenant's  Personal  Property.   Trade  fixtures,   inventory,   signs,
equipment,  furniture  and other  personal  property of whatever kind and nature
kept or installed on the Leased Premises by Tenant shall not become the property
of  Landlord  nor a part of the  realty,  no matter  how  affixed  to the Leased
Premises,  and the same may be  removed  by  Tenant at any time and from time to
time  during  the  Initial  Term and all  Extension  Terms  ("Tenant's  Personal
Property") without any damage to the Leased Premises. All trade fixtures, signs,
equipment,  furniture  and other  personal  property of  whatever  kind shall be
installed  and  constructed  so as to comply with all  federal,  state and local
laws.  Landlord  agrees  to  subordinate  any  lien it may  have,  statutory  or
otherwise,  in Tenant's Personal Property, as security for performance of any or
all of  Tenant's  obligations  under  this  Lease,  to the  right  and lien of a
conditional  Landlord,  equipment-lessor  and any party  having or  acquiring  a
security interest in such personal property of Tenant. Upon request of Tenant or
its assignees or any subtenant or mortgagee,  Landlord shall execute and deliver
any lien subordination  setting forth that Landlord subordinates its lien on any
of Tenant's Personal Property in favor of the vendor, lessor, chattel mortgagee,
or any holder or owner. Landlord shall further acknowledge that property covered
by any such subordination is personal property of Tenant and is not to be nor to
become a part of the  realty,  no  matter  how  affixed  thereto,  and that such
property may be removed from the Leased Premises by the vendor,  lessor, chattel
mortgagee,  owner, or holder at any time, free and clear of any claim or lien of
Landlord and of Landlord's creditors,  subject to the terms of this Lease. In no
event shall Landlord be required to  subordinate  its fee interest in the Leased
Premises or the Improvements.

     6.5 Utilities.  Tenant shall be solely  responsible  for and shall promptly
pay all charges for heat, water, gas,  electricity and any other utility used or
consumed in or upon the Leased Premises.

     6.6 Alterations.  During the Initial Term and any Lease  Extension,  Tenant
shall  have the  right,  at its sole  cost and  expense,  to alter,  remodel  or
reconstruct  any buildings and other  improvements  on the Leased  Premises that
Tenant  reasonably  deems  necessary or appropriate  for its intended use of the
Leased  Premises,  provided that such alteration,  remodeling or  reconstruction
shall not:  (i)  diminish  the value of the Leased  Premises,  (ii)  violate any
codes, ordinances, or governmental regulations;  and (iii) violate any insurance
carrier  requirements.  Notwithstanding  the foregoing,  any major repairs which
total more than Ten Thousand Dollars ($10,000.00) shall require Landlord's prior
consent,  not to be  unreasonably  withheld,  conditioned  or delayed so long as
Tenant  provides  Landlord  with  a set of  plans  outlining  such  alterations,
remodeling or repair work.

     6.7 Liens.  Tenant  shall not do or suffer  anything to be done whereby the
Leased Premises may be encumbered by any mechanic's lien. Tenant shall, whenever
and as  often as any  mechanic's  lien is  filed  that  purports  to  attach  to
Landlord's  fee  interest,  and further  purports to be for labor  performed  or
material furnished to Tenant, either (i) discharge the same of record within ten
(10) days after the date of filing,  or (ii)  contest the same by posting a bond
in good faith.  Tenant shall fully indemnify and hold Landlord  harmless against
any loss, cost or damage resulting  therefrom.  Landlord shall have the right to
post and  maintain  on the  Leased  Premises  any  notice of  non-responsibility
provided for under  applicable  law. Tenant shall obtain lien waivers by any and
all contractors and  subcontractors  working on the Leased  Premises.  If Tenant
fails to keep this  covenant,  in addition to any other  remedies  available  to
Landlord  under this Lease or  otherwise,  Landlord may at its option  discharge
such  lien,  in which  event  Tenant  agrees to pay  Landlord a sum equal to the
amount of the lien  thus  discharged  plus  Landlord's  internal  administrative
costs, attorneys' fees, expenses, and damages thereby caused Landlord.

                                       5
<PAGE>

     6.8 Tenant Maintenance.  Except as otherwise provided in this Lease, Tenant
shall keep and maintain the Leased Premises in good order, condition and repair,
normal wear and tear  excepted,  and shall promptly make or cause to be made any
and  all   necessary  or   appropriate   repairs,   replacements,   or  renewals
(collectively,  "Repairs").  All Repairs  shall be at least equal in quality and
class to the original  work.  Landlord  shall not be required to make or pay for
any Repairs in, on, or to the Premises during the Term

     6.9 Tenant  Surrender.  At the  expiration of the tenancy  hereby  created,
Tenant shall  surrender the Leased  Premises in as good a condition as received,
normal  wear and tear and damage by acts of God and other  casualties  excepted,
and shall  surrender  all keys for the Leased  Premises to Landlord at the place
then fixed for the payment of rent.  Tenant  shall have ten (10) days  following
termination  of  the  Lease  to  remove  Tenant's  Personal   Property,   before
surrendering  the Leased  Premises as aforesaid,  and shall repair any damage to
the Leased Premises caused thereby.

7.   TENANT INSURANCE

     7.1  General  Insurance  Requirements.  Tenant  shall  maintain at Tenant's
expense the insurance  described in this Lease with insurance  carriers licensed
in the state  where the Leased  Premises  are  located  and rated A or better by
Best.  Tenant shall provide Landlord with certificates of insurance upon request
confirming  coverage and confirming that policies will not be terminated without
thirty (30) days prior notice to Landlord. Such certificates shall name Landlord
(and its mortgagee,  if any) as an additional insured and loss payee thereunder.
Notwithstanding  the  insurance  provisions  of this  Lease,  Tenant may provide
insurance through a blanket policy with such commercially reasonable deductibles
as Tenant may  determine  from time to time so long as Tenant fully  indemnifies
Landlord for the amount of the deductible.

     7.2 Casualty  Insurance.  Tenant shall maintain  casualty  insurance on the
Leased Premises,  together with endorsements for personal property in the Leased
Premises  in an  amount  not  less  than  one  hundred  percent  (100%)  of  the
replacement value of the Improvements including but not limited to loss of rents
coverage  and the  costs of  debris  removal.  The  replacement  value  shall be
determined by Tenant's  insurer.  Any insurance policy shall contain a waiver by
the insurer of any right of  subrogation  which arises from any payment under an
insurance policy required by this Section 7.

     7.3 Liability Insurance. Tenant shall maintain commercial general liability
insurance  with coverage of not less than Five Million  Dollars  ($5,000,000.00)
which  insurance  shall  include  "dram  shop" and  liquor  liability  coverage.
Landlord  shall be added to the policy as an additional  insured as its interest
may appear.

     7.4 Failure to Provide.  If Tenant  shall fail to procure and  maintain any
insurance  required to be carried pursuant to this Lease, then Landlord may, but
shall not be obligated to,  procure and maintain the same, but at the expense of
Tenant, and Tenant shall reimburse Landlord the cost therefor on demand.

     8. LEASEHOLD MORTGAGE

                                       6
<PAGE>

     8.1 Grant by Tenant.  Tenant  shall have the right,  from time to time,  to
convey or encumber by one or more  mortgages,  deeds of trust or other  security
instruments,  all or any part of its leasehold interest hereunder.  Tenant shall
notify Landlord in writing of the name and address of each mortgagee, trustee or
other holder of any such security interest. Tenant may substitute one mortgagee,
trustee or other holder in the place of another, provided written notice thereof
is given to Landlord..

     8.2  Landlord's  Fee Interest Not  Encumbered.  The fee simple  interest of
Landlord cannot be pledged by Tenant to any leasehold mortgage holder.  Further,
Landlord shall have no liability to any such leasehold  mortgage holder,  or its
assignee, other than its obligations to honor the terms of this Lease.

     9. LANDLORD AND TENANT OBLIGATION

     9.1 Estoppel  Certificate.  Within ten (10) days  following  the request of
Tenant or Landlord , Tenant or Landlord  shall  execute an estoppel  certificate
certifying as to certain  matters  pertaining to this Lease,  including  without
limitation,  (i) that the copy of this Lease provided to the requesting party is
a true, correct and complete copy of this Lease, (ii) that this Lease is in full
force and effect as of the date of the  estoppel  certificate,  and has not been
modified  or amended  except as  disclosed  therein,  (iii) that this Lease sets
forth the entire Lease  between  Landlord and Tenant  relating to the leasing of
the Leased  Premises,  (iv) the  commencement  date and termination date of this
Lease, (v) whether there exists any uncured or outstanding defaults or events of
default under this Lease,  (vi) whether any notice of termination has been given
or received by either  party with  respect to the Lease,  (vii) the date through
which all  payments  due under this  Lease have been paid,  (viii) the amount of
rent due and payable  under this Lease,  and (ix) whether there are any disputes
between  Landlord  and Tenant with respect to any rental due under this Lease or
with  respect to any  provision  of this  Lease.  If either  party  requests  an
estoppel  certificate  pursuant  to this  Section  more than once  every six (6)
months, it shall be at the requesting party's expense.

     10. DAMAGE OR DESTRUCTION TO LEASED PREMISES

     10.1  Casualty.  In the event of any damage to or destruction of all or any
part of the Leased Premises, Tenant will promptly give written notice thereof to
Landlord  generally   describing  the  nature  and  extent  of  such  damage  or
destruction.  There shall be no  abatement of or  adjustment  to Rent under this
Lease as a result of any damage or destruction.

     10.2 Restoration. In the event of any casualty or damage to all or any part
of the  Improvements,  Tenant  shall,  at its  expense,  promptly  commence  and
complete the restoration of the Improvements  substantially to its architectural
condition as existed immediately prior to such damage or demolish and remove all
damaged  Improvements  and  landscape  the  Premises.  This  Lease  will  not be
terminable  by Tenant on account of casualty  damage  except during the last two
(2) years of the Initial  Term or any  extension  thereof,  at which time Tenant
will not be required to rebuild  provided it instead razes the  Improvements and
landscapes the area and Landlord receives the insurance proceeds related to such
casualty or damage. Notwithstanding any of the foregoing to the contrary, Tenant
shall be entitled to rebuild with its then current  prototype  design,  provided
that any such  prototype  change is first approved by Landlord in its reasonable
discretion.

                                       7
<PAGE>

     11. EMINENT DOMAIN

     11.1  Total  Condemnation.  If the whole of the  Leased  Premises  shall be
acquired or condemned by eminent  domain for any public or  quasi-public  use or
purpose, then the term of this Lease shall cease and terminate as of the date of
title  vesting in such  proceedings,  and all  rentals  shall be paid up to that
date,  and Tenant  shall  have no claim  against  Landlord  for the value of any
unexpired term of this Lease, but such termination shall be without prejudice to
the  rights  of  either  party  to  receive  compensation  from  the  condemning
authority.

     11.2 Partial  Condemnation  -  Termination.If  any part,  but less than the
whole,  of the Leased  Premises shall be acquired or condemned by eminent domain
for any  public or  quasi-public  use or  purpose,  and in the  event  that such
partial   undertaking  or  condemnation   either  renders  the  Leased  Premises
unsuitable for the business of Tenant, or affects more than twenty-five  percent
(25 %) of the  parking/paved  area, or any part of the  building,  on the Leased
Premises,  then Tenant shall have the right,  in its reasonable  discretion,  to
terminate  this Lease as of the date of title vesting in such  proceedings,  and
all rentals  shall be paid up to that date.  Tenant shall have no claim  against
Landlord for the value of any unexpired term of this Lease, but such termination
shall be without prejudice to the rights of either party to receive compensation
from the condemning authority.

     11.3 Partial Condemnation-Continuation. In the event of a partial taking or
condemnation  that, in the reasonable opinion of Tenant, is not extensive enough
to render  the Leased  Premises  unsuitable  for the  business  of  Tenant,  the
recipients of the proceeds of  condemnation  shall  promptly  restore the Leased
Premises to a condition comparable to that at the time of such condemnation,  to
the extent of the portion of such proceeds that is  attributable to the building
and improvements on the Leased  Premises;  and this Lease shall continue in full
force and effect and the rental  hereunder  shall abate in an  equitable  manner
based on the reduction in Tenant's ability to use the Leased Premises.

     11.4  Award.  Landlord  and Tenant  agree to request  that the court in any
condemnation proceeding shall, if not prohibited by law, make separate awards to
Landlord  and Tenant.  This  provision  to the extent  permitted by law shall be
construed as  superseding  any  statutory  provisions  now in force or hereafter
enacted concerning condemnation  proceedings.  In the event such court cannot or
does not make separate awards to Landlord and Tenant, the award shall be divided
between  Landlord  and Tenant so that Tenant  shall  receive that portion of the
award  which is  attributable  to the value of the  Improvements  reduced by the
value of Landlord's  residual right to the  reversionary  interest  therein upon
termination.

     12. ASSIGNMENT AND SUBLETTING

     12.1 Acquisition or Merger. Tenant may assign this Lease without Landlord's
consent to any corporation  affiliated with Tenant,  or to any corporation  with
which or into which Tenant  merges or  consolidates,  or to any  corporation  or
entity  that  acquires  substantially  all of the assets of  Tenant's  operation
within the State of Tennessee,  as long as said  corporation or entity has a net
worth  equal to or greater  than that of Tenant at the time of this Lease and so
long as Tenant remains primarily liable on the Lease.

                                       8
<PAGE>

     12.2 Assignment or Sublease.  Except as provided  herein,  Tenant shall not
sublet or assign the Leased Premises  without  Landlord's  prior consent,  which
consent  may be  unreasonably  withheld,  conditioned  or delayed in  Landlord's
reasonable discretion.

     12.3 Extension  Term. If Tenant assigns this Lease as permitted  herein and
the assignee of such assignment  elects,  pursuant to the terms of this Lease to
extend the Term  hereof,  then the Tenant  shall  cease to be  primarily  liable
hereon at the conclusion of the Base Term; provided; however, the Landlord shall
have the right, in its sole and absolute discretion,  to consent to an extension
of the Term.

     13. TENANT REPRESENTATIONS, WARRANTIES AND COVENANTS

     Tenant  represents,  warrants and covenants to Landlord as follows:  All of
the  representations,  warranties and covenants set forth in this Lease shall be
true upon the execution of this Lease, shall be deemed repeated at and as of the
Possession Date, and shall survive expiration or termination of this Lease.

     13.1  Organization  and  Power.  Tenant is a  corporation  duly  organized,
validly  existing  and in good  standing  under  the  laws of the  State  of its
incorporation  or formation  and is qualified to transact  business in the State
where the  Leased  Premises  is  located  and has all  requisite  powers and all
material governmental licenses, authorizations,  consents, ability and approvals
to perform its obligations hereunder.

     13.2  Authorization,  Execution  and  Disclosure.  This Lease has been duly
authorized by all necessary action on the part of Tenant, has been duly executed
and delivered by Tenant,  constitutes  the valid and binding Lease of Tenant and
is enforceable in accordance with its terms, subject to the effect of applicable
bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar
laws  affecting the rights of creditors  generally.  There is no other person or
entity whose consent is required in connection with Tenant's  performance of its
obligations  hereunder.  The person executing this Lease on behalf of Tenant has
the authority to do so.

     13.3  Tenant  Compliance.   Tenant  shall  comply  with  all  laws,  rules,
regulations,  ordinances and orders, federal, state and local, that relate to or
may affect  Tenant's  use and  occupancy  of the Leased  Premises or  Landlord's
rights therein.


     14.INDEMNITY

     Indemnity  by Tenant.  Tenant shall  defend,  indemnify  and hold  harmless
Landlord from and against all losses, costs (including  reasonable attorney fees
and court costs),  claims,  damages,  liabilities  and  expenses,  including all
expenses for remediation of  environmental  contamination to the Lease Premises,
where  such  losses,   costs,   claims,   damages,   liabilities,   expenses  or
environmental  contamination results from or arises out of the occupancy and use
of the Leased Premises by Tenant, its employees,  agents or contractors,  except
any such loss, cost, claim,  damage,  liability,  expense or contamination  that
results  from or arises out of the gross  negligence  or willful  misconduct  of
Landlord or Landlord's  employees,  agents or  contractors.  The  obligations of
Tenant under this section  shall survive any  termination  of this Lease and any
transfer  or  assignment  by  Landlord  or Tenant of this Lease or any  interest
hereunder

                                       9
<PAGE>

     15. DEFAULT AND REMEDIES

     15.1 Events of Default.  Each of the following occurrences shall constitute
an "Event of Default" by Tenant  under this Lease:  (a) Tenant  fails to pay any
rental or other monetary amounts coming due hereunder within five (5) days after
the same is past due;  (b)  Tenant  fails to  perform  any  other of the  terms,
conditions  or covenants  of this Lease to be observed  and  performed by Tenant
within  twenty  (20) days  following  Tenants  receipt  of written  notice  from
Landlord specifying the nature of such failure (or if the nature of such failure
is such that it cannot reasonably be cured or corrected within twenty (20) days,
Tenant fails to  diligently  commence the cure or correction of same within said
twenty  (20) day  period,  and  fails to  diligently  prosecute  the  curing  or
correction until completed); and/or (c) Tenant becomes bankrupt or insolvent, or
files any debtor protection proceedings, or files or has filed against Tenant in
any court pursuant to any statute,  either of the United States or of any state,
a petition in bankruptcy or insolvency or for reorganization, or Tenant makes an
assignment for the benefit of creditors or Tenant's interest hereunder or all of
its property on the Leased  Premises is sequestered or taken under  execution or
other legal process. No notice from Landlord shall be deemed to be a termination
of  this  Lease  unless  Landlord  states  in the  notice  that  this  Lease  is
terminated.

     15.2 Termination of Lease and Damages. Upon a default by Tenant,  Landlord,
by notice to Tenant may terminate  this Lease on a date  specified in the notice
and may demand and recover possession of the Leased Premises from Tenant. Tenant
shall remain liable to Landlord for the following:

     (a) The unpaid Rent earned at the time of termination of this Lease;

     (b) The worth,  at the time of the award, of the amount by which the unpaid
Rent that would have been  earned  after the date of  termination  of this Lease
until the time of award  exceeds  the  amount  of the loss of Rent  that  Tenant
proves could have been reasonably avoided; and

     (c) The worth,  at the time of the award, of the amount by which the unpaid
Rent for the  balance of the Initial  Term or the then  current  Extension  Term
after the time of award  exceeds  the  amount  of the loss of Rent  that  Tenant
proves could be reasonably avoided;

     (d) Any court costs and legal expenses reasonably incurred by Landlord as a
result of Tenant's default; and,

     (e) Any and all costs  associated with  Landlord's  reletting of the Leased
Premises,  including but not limited to: reasonable leasing fees or commissions,
costs of advertising, costs of retrofitting the Leased Premises, etc.

     The  "worth at the time of the  award," as used in  subsection  (b) of this
Paragraph is to be computed by allowing interest at seven percent (7%) per year.
The  "worth  at the  time  of the  award,"  as used  in  subsection  (c) of this
Paragraph is to be computed by  discounting  the amount at the discount  rate of
the Federal Reserve Bank nearest to the Leased Premises at the time of the award
plus one percent (1%).

                                       10
<PAGE>

     15.3  Lease Not  Terminated.  Upon a  default  by Tenant  this  Lease  will
continue  in effect as long as Landlord  does not  terminate  Tenant's  right to
possession.  While  Tenant is in  default,  Landlord  may enter and  re-rent the
Leased Premises for Tenant's  account,  for such period,  terms, and rent as are
reasonable.  Tenant  shall pay to Landlord  the Rent due under this Lease on the
dates Rent is due, less the rent  Landlord  receives  from any  re-renting.  The
Landlord  shall use  commercially  reasonable  efforts  to  re-rent  the  Leased
Premises.  Notwithstanding  anything contained herein, in the event of a default
by Tenant  hereunder,  Landlord  shall be able to avail itself of all rights and
remedies at law or equity.


     16. MISCELLANEOUS

     16.1  Notices.  Any  notice,  demand,  request  or other  communication  or
instrument that may be required or allowed to be given under this Lease shall be
(i) in writing and (ii)  delivered in person or sent by United States  Certified
Mail  postage  prepaid,  return  receipt  required,  or  sent  by  a  nationally
recognized overnight courier service, or by facsimile  transmission (with a copy
of such facsimile sent by one of the other  foregoing  methods) to the addresses
and fax numbers shown below.  Either party may designate  another notice address
by notice to the other party, given in accordance with this Section. Notices are
effective  on the  earliest  of the  date  received,  the  date of the  delivery
receipt,  or the third day after  postmark,  as applicable.  Notice by a party's
attorney shall be deemed notice by such party.

LANDLORD                            Miko Investments, LLC
                                    Attn: Mr. Richard Clark
                                    2901-12 Choto Road
                                    Knoxville, TN 37922
                                    Tel:  865-675-1776
                                    Fax:  865-777.9508

With a copy to:
                                    Frank T. Callaway
                                    Suite F,
                                    3131 Piedmont Road, NE
                                    Atlanta, Georgia 30305
                                    Tel: 404.233.9096
                                    Fax: 404.233.4804


TENANT:                             Don Pablo's Operating Corp.
                                    Avado Brands, Inc.
                                    Hancock at Washington
                                    Madison, GA  30650
                                    Tel:  706-342-4552
                                    Fax: 706-342-4057

cc:                                 Marion P. Sieffert , Esquire
                                    GravesSieffert, P.A.
                                    862-B South Pleasantburg Drive
                                    Greenville, SC  29607
                                    Tel: 864-527-2710
                                    Fax:  864-527-2721

                                       11
<PAGE>

     16.2 Time. Time is of the essence in this Lease.  Reference to days in this
Lease,  unless otherwise  indicated,  means consecutive  calendar days including
weekends and holidays.  In computing any period of time prescribed or allowed by
this Lease which begins to run on the Effective Date or any other specific date,
the  Effective  Date or other  specific  date is not to be included in computing
said time. The last day of the period so computed is to be counted, unless it is
a Saturday  or Sunday or a state or federal  holiday,  in which event the period
runs until the end of the next day, which is neither a Saturday,  Sunday or such
holiday.

     16.3 No Partnership.  Landlord does not in any way for any purpose become a
partner  of Tenant in the  conduct  of its  business  or  otherwise,  or a joint
adventurer or a member of a joint enterprise with Tenant.  Nothing in this Lease
shall be deemed or construed to create a  relationship  of principal  and agent,
partnership or joint venture between Landlord and Tenant.

     16.4  Amendment.  This  Lease may be  changed  only by a written  amendment
executed by Landlord and Tenant.

     16.5  Consents.  Unless  specified  otherwise  in the terms of this  Lease,
whenever a party is asked to provide consent under this Lease,  such party shall
not unreasonably withhold, condition, or delay giving the consent requested.

     16.6 Partial  Invalidity.  If any term, covenant or condition of this Lease
or the application  thereof to any person or circumstance  shall, to any extent,
be  invalid  or  unenforceable,  then  the  remainder  of  this  Lease,  or  the
application  of such term,  covenant or  condition  to persons or  circumstances
other than those as to which it is held invalid or  unenforceable,  shall not be
affected  thereby;  and each term,  covenant or condition of this Lease shall be
valid and be enforced to the fullest extent permitted by law.

     16.7  Recording.  Neither  party shall  record this Lease.  The parties do,
however, hereby agree to join in the execution and delivery of a "Memorandum" of
this Lease for the purpose of recordation.  Said  Memorandum  shall describe the
parties,  the Leased  Premises,  including all  appurtenances  and easements (if
any), the Initial Term and the Lease Extensions, if any, the Possession Date and
the Commencement Date, and shall incorporate this Lease by reference.

     16.8  Interpretation  of Lease.  This Lease  shall be  interpreted  to give
effect to its fair  meaning and shall be  construed as though it was prepared by
both parties.  This Lease contains the entire Lease of Landlord and Tenant,  and
all prior negotiations, documents, and discussions are superseded by this Lease,
except for those  covenants  and terms which  survive  that  certain real estate
purchase and sale agreement between Tenant and Landlord dated as of May __, 2003
for the Leased Premises. The invalidity of any provision of this Lease shall not
affect the validity of any other provision of this Lease.  Paragraph headings in
this Lease are for convenience  only and shall not be used in  interpreting  its
provisions.  All terms and words used in this Lease,  regardless of their number
or gender shall be deemed and construed to include any other number (singular or
plural) or any other gender (masculine,  feminine or neuter),  as the context of
this Lease or Section  hereof may require.  This Lease shall be  interpreted  in
accordance with the laws of the state in which the Property is located.

                                       12
<PAGE>

     16.9  References.  All  references to this Lease  include  reference to all
exhibits and  amendments  to this Lease.  All  references  to the Due  Diligence
Period,  the  Permitting  Period or the date of Closing  in this  Lease  include
references to all automatic  extensions of same plus any  extensions by Lease of
Landlord and Tenant.  References to the Property  include  reference to all or a
part of the Property.  References to Landlord or Tenant include, bind, and inure
to the benefit of, their officers, agents, employees, successors in interest and
permitted assignees.

     16.10 Force Majeure. The time for performance of an obligation,  other than
the payment of money,  shall be extended for the period  during which a party is
prevented  from  performing  by the act or omission of the other party,  acts of
God, weather,  government, or other force or event beyond the reasonable control
of such party.  The party claiming  relief under this section shall give written
notice to the other party  stating the specific  act  excusing  the  petitioning
party from performing and such notice must be delivered  within ten (10) days of
the act.

     16.11 Waiver. No right or remedy under this Lease will be waived unless the
waiver is in writing  and signed by the party  claimed to have made the  waiver.
One waiver will not be  interpreted  as a  continuing  waiver nor deemed to be a
waiver of any  subsequent  breach of the same or of any other term,  covenant or
condition hereof.

     16.12  Attorneys'  Fees. If an action is commenced to enforce any provision
of this Lease,  the  prevailing  party as determined  by a final court  judgment
shall be entitled to recover  from the other  party such  reasonable  attorneys'
fees and costs incurred in the action as the court may award.

     16.13  Successors  and  Assigns.  This  Lease  and  all of  the  covenants,
provisions and conditions herein contained will be binding upon and inure to the
benefit of the parties hereto and their successors and assigns.

     16.14 Expiration of Offer.  This offer from Tenant to Landlord shall expire
if not  accepted and two (2) signed  originals  delivered to Tenant on or before
the tenth (10th) day after the date of execution by Tenant.

     1.15 Counterparts.  This Lease may be executed in two or more counterparts,
which when assembled, shall constitute one and the same Lease.

     1.16 Holding Over. In the event Tenant shall hold the Leased Premises after
the  expiration of a Term without the express  written  consent of the Landlord,
such  holding  shall be deemed to have  created  a tenancy  from  month to month
terminable  on thirty (30) days'  written  notice by either  party to the other,
upon a monthly rental basis,  and otherwise  subject to all terms and provisions
of this Lease,  except such monthly  rental shall be one hundred  fifty  percent
(150%) of the total monthly rental payable by Tenant to Landlord during the last
twelve month period of such Term.

                                       13
<PAGE>

     IN WITNESS  WHEREOF,  Landlord and Tenant have executed and  delivered,  or
have caused their authorized representatives to execute and deliver, this Ground
Lease.


                               LANDLORD:
                               MIKO INVESTMENTS, LLC,
                               a Tennessee limited liability company

                               By: ____________________________________

                               Richard Clark,

                               Its: ________________
                               Date: _________________________________



                               TENANT:

                               Don Pablo's Operating Corp., an Ohio corporation

                               By: ____________________________________

                               Margaret E. Waldrep, President

                               Date: _________________________________


                                       14
<PAGE>

</TEXT>
</DOCUMENT>
