TUMBLEWEED INC
EXHIBIT 10.4
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>exhibit104.txt
<DESCRIPTION>EXHIBIT 10.4
<TEXT>

Exhibit 10.4    $1,750,000 Equipment Loan and Security Agreement dated
                December 31, 2002 between TW Real Estate II, LLC and GE
                Capital Franchise Finance Corporation


                      EQUIPMENT LOAN AND SECURITY AGREEMENT


         THIS EQUIPMENT LOAN AND SECURITY  AGREEMENT (this  "Agreement") is made
as of  December  31,  2002 (the  "Closing  Date"),  by and  between  GE  CAPITAL
FRANCHISE FINANCE CORPORATION,  a Delaware corporation  ("Lender"),  and TW REAL
ESTATE II, LLC, a Delaware limited liability company ("Borrower").

                                   AGREEMENT:

         In  consideration  of the  mutual  covenants  and  provisions  of  this
Agreement, the parties agree as follows:

         1. Definitions.  The following terms shall have the following  meanings
for all purposes of this Agreement:

         "Affiliate" means any Person which directly or indirectly controls,  is
under common control with, or is controlled by any other Person. For purposes of
this  definition,  "controls,"  "under common control with" and  "controlled by"
means the  possession,  directly or indirectly,  of the power to direct or cause
the direction of the  management  and policies of such Person,  whether  through
ownership of voting securities or otherwise.

         "Anti-Money Laundering Laws" means all applicable laws, regulations and
government  guidance  on the  prevention  and  detection  of  money  laundering,
including 18 U.S.C. ss. ss. 1956 and 1957, and the BSA.

         "Applicable  Regulations" means all applicable  statutes,  regulations,
rules,  ordinances,  codes,  licenses,  permits,  orders and  approvals  of each
Governmental  Authority  having  jurisdiction  over  the  Equipment,  including,
without  limitation,  all  health,  building,  fire,  safety  and  other  codes,
ordinances  and  requirements,  and all policies or rules of common law, in each
case, as amended,  and any judicial or  administrative  interpretation  thereof,
including any judicial order,  consent,  decree or judgment applicable to any of
the Borrower Parties.

          "Borrower Parties" means, collectively, Borrower and any guarantors of
the Equipment Loan (including, in each case, any predecessors-in-interest).

         "BSA" means the Bank Secrecy Act (31  U.S.C.ss.ss.  5311 et. seq.), and
its  implementing  regulations,  Title 31 Part 103 of the U.S.  Code of  Federal
Regulations.

         "Business Day" means any day on which Lender is open for business other
than a Saturday, Sunday or a legal holiday, ending at 5:00 P.M. Phoenix, Arizona
time.

         "Change of  Control"  means a change in control of any of the  Borrower
Parties,  including,  without  limitation,  a change in control  resulting  from
direct or indirect transfers of voting stock or partnership, membership or other
ownership interests, whether in one or a series of transactions. For purposes of
this definition,  "control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the  management and policies of any of
the Borrower Parties,  as applicable,  and a Change of Control will occur if any
of the following  occur:  (i) any merger or consolidation by any of the Borrower
Parties,  as applicable,  with or into any other entity; or (ii) if any "Person"
as defined in Section  3(a)(9) of the  Securities  and Exchange Act of 1934,  as
amended (the  "Exchange  Act"),  and as used in Section 13(d) and 14(d) thereof,
including a "group" as defined in Section 13(d) of the Exchange Act,  subsequent
to the Closing,  becomes the "beneficial  owner" (as defined in Rule 13d-3 under
the Exchange Act), of securities of any of the Borrower Parties,  as applicable,
representing  50% or  more of the  combined  voting  power  of  Borrower's  then
outstanding  securities  (other than indirectly as a result of the redemption by
any of the Borrower Parties, as applicable, of its securities).

         "Closing" means the  disbursement of the Equipment Loan as contemplated
by this Agreement.

         "Code" means Title 11 of the United States Code, 11 U.S.C.  Sec. 101 et
seq., as amended.


                                       1
<PAGE>

         "Default Rate" has the meaning set forth in the Equipment Note.

         "Entity" means any entity that is not a natural person.

         "Equipment" means all furniture,  equipment, trade fixtures, appliances
and other  tangible  personal  property  now or  hereafter  located on or at the
Premises, and all income therefrom and all proceeds thereof.

         "Equipment Leases" means, collectively,  any leases or other agreements
relating to the use of the  Equipment in which  Borrower is the lessor,  whether
existing on the Closing Date or thereafter entered into, and, including, without
limitation, the Master Lease.

         "Equipment  Loan" means the  equipment  loan by Lender to Borrower with
respect to the Equipment at all of the Premises in the amount of $1,750,000.00.

         "Equipment  Note" means the equipment  promissory  note dated as of the
Closing Date in the amount of the  Equipment  Loan executed by Borrower in favor
of Lender evidencing the Equipment Loan, as the same may be amended from time to
time.

         "Event of Default" has the meaning set forth in Section 7.

         "Fee"  means  an   underwriting,   equipment   assessment,   valuation,
processing and commitment fee equal to 1% of the amount of the Equipment Loan.

         "GAAP" means  generally  accepted  accounting  principles  consistently
applied.

         "Governmental  Authority"  means any  governmental  authority,  agency,
department,    commission,    bureau,   board,    instrumentality,    court   or
quasi-governmental  authority  having  jurisdiction or supervisory or regulatory
authority over the Equipment or any of the Borrower Parties.

         "Landlord's  Agreements  Regarding Equipment" has the meaning set forth
in Section 2(c)(vi).

         "Leases"  means,  collectively,  those  leases  relating  to the Leased
Premises and all modifications,  amendments and supplements thereto disclosed in
the Landlord's Agreements Regarding Equipment delivered with respect thereto.

         "Lessors" means the lessors under the Leases.

         "Leased  Premises"  means  those  Premises  other  than  the  Mortgaged
Premises, as identified on Schedule I hereto.

         "Lender   Entities"   means,   collectively,   Lender   (including  any
predecessor-in-interest  to Lender) and any Affiliate of Lender  (including  any
Affiliate of any predecessor-in-interest to Lender).

         "Lessee"  means  Tumbleweed,  Inc.,  a  Delaware  corporation,  and its
successors.

         "Lessee Parties" means, collectively,  Lessee and any guarantors of the
Master Lease (including, in each case, any predecessors-in-interest).

         "Letter of Credit" means an irrevocable standby letter of credit in the
amount of  $779,628.00  to be  issued  to  Lender  in a form and by a  financial
institution acceptable to Lender.

                                       2
<PAGE>


         "Loan  Agreement"  means that  certain Loan  Agreement  dated as of the
Closing  Date between  Borrower and Lender with respect to mortgage  loans to be
made by Lender to Borrower and secured by first  priority liens on the Mortgaged
Premises, as the same may be amended from time to time.

         "Loan Documents"  means,  collectively,  this Agreement,  the Equipment
Note, the UCC-1 Financing Statements,  the Renovation Agreement,  the Landlord's
Agreements  Regarding  Equipment  and  all  other  documents,   instruments  and
agreements executed in connection therewith or contemplated thereby.

         "Loan Pool" means:

                           (i)      in the context of a Securitization, any pool
                  or group of loans that are a part of such Securitization;

                           (ii)     in the  context  of a  Transfer,  all  loans
                  which  are  sold,  transferred  or   assigned   to  the   same
                  transferee; and

                           (iii) in the context of a Participation, all loans as
                  to  which  participating  interests  are  granted  to the same
                  participant.

         "Master Lease" means the master lease between Borrower,  as lessor, and
Lessee,  as lessee,  with respect to the Mortgaged  Premises and the  Equipment,
together with all amendments, modifications and supplements thereto.

         "Material  Adverse  Effect" means a material  adverse effect on (i) the
Equipment, in the aggregate,  located at any of the Premises,  including without
limitation,  the use of such Equipment in the operation of a Permitted  Concept,
or (ii) Borrower's ability to perform its obligations under the Loan Documents.

         "Mortgage Loan Documents"  means the "Loan Documents" as defined in the
Loan Agreement.

         "Mortgage Loans" means the "Loans" as defined in the Loan Agreement.

         "Mortgage Notes" means the "Notes" as defined in the Loan Agreement.

         "Mortgaged  Premises"  means  the  "Premises"  as  defined  in the Loan
Agreement.

         "Obligations" has the meaning set forth in Section 3 hereof.

         "OFAC Laws and  Regulations"  means Executive Order 13224 issued by the
President of the United States of America,  the Terrorism Sanctions  Regulations
(Title 31 Part 595 of the U.S. Code of Federal Regulations),  the Terrorism List
Governments Sanctions Regulations (Title 31 Part 596 of the U.S. Code of Federal
Regulations),  the Foreign Terrorist  Organizations Sanctions Regulations (Title
31 Part 597 of the U.S.  Code of  Federal  Regulations),  and the  Cuban  Assets
Control Regulations (Title 31 Part 515 of the U.S. Code of Federal Regulations),
and all other  present and future  federal,  state and local  laws,  ordinances,
regulations,  policies,  lists  (including,  without  limitation,  the Specially
Designated Nationals and Blocked Persons List) and any other requirements of any
Governmental  Authority  (including,   without  limitation,  the  United  States
Department  of the  Treasury  Office  of  Foreign  Assets  Control)  addressing,
relating to, or attempting to eliminate, terrorist acts and acts of war, each as
hereafter  supplemented,  amended or modified from time to time, and the present
and future rules,  regulations and guidance  documents  promulgated under any of
the  foregoing,  or under similar  laws,  ordinances,  regulations,  policies or
requirements of other states or localities.

         "Other Agreements" means, collectively,  all agreements and instruments
between,  among or by (1) any of the Borrower  Parties,  Related Borrower and/or
any Affiliate of any of the Borrower Parties or Related Borrower  (including any
Affiliate  of any  predecessor-in-interest  to any of the  Borrower  Parties  or
Related  Borrower),  and, or for the benefit of, (2) any of the Lender Entities,
including,  without limitation,  the Loan Agreement, the Related Loan Agreement,
the Related Equipment Loan Agreement, promissory notes and guaranties; provided,
however,  the term  "Other  Agreements"  shall not include  the  agreements  and
instruments defined as the Loan Documents.


                                       3
<PAGE>

         "Participation"  means one or more grants by Lender or any of the other
Lender Entities to a third party of a participating interest in notes evidencing
obligations  to repay  secured or unsecured  loans owned by Lender or any of the
other Lender Entities or any or all servicing rights with respect thereto.

         "Permitted Concept" means a Tumbleweed restaurant.

         "Person"  means  any  individual,  corporation,   partnership,  limited
liability company, trust, unincorporated organization, Governmental Authority or
any other form of entity.

         "Premises" means the parcel or parcels of real estate  corresponding to
the FFC Numbers and addresses identified on Exhibit A attached hereto,  together
with all rights,  privileges  and  appurtenances  associated  therewith  and all
buildings,  fixtures and other  improvements  now or hereafter  located  thereon
(whether  or not  affixed  to such  real  estate).  As  used  herein,  the  term
"Premises"  shall  mean  either a  singular  property  or all of the  properties
collectively, as the context may require.

         "Related  Borrower"  means TW Real  Estate I, LLC, a  Delaware  limited
liability company.

         "Related  Equipment Loan Agreement"  means that certain  Equipment Loan
and Security  Agreement  dated as of the Closing Date between Lender and Related
Borrower, as the same may be amended from time to time.

         "Related  Equipment Note" means the "Equipment  Note" as defined in the
Related Equipment Loan Agreement.

         "Related  Loan  Agreement"  means  the Loan  Agreement  dated as of the
Closing Date  between  Related  Borrower and Lender,  as the same may be amended
from time to time.

         "Related  Mortgage  Notes"  means the "Notes" as defined in the Related
Loan Agreement.

         "Renovation  Agreement" means the renovation  agreement dated as of the
Closing  Date  between  Borrower and Lender with respect to the Letter of Credit
and Borrower's obligations to upgrade the Equipment,  as the same may be amended
from time to time.

         "Securitization"  means one or more sales,  dispositions,  transfers or
assignments by Lender or any of the other Lender  Entities to a special  purpose
corporation,  trust or other  entity  identified  by  Lender or any of the other
Lender  Entities of notes  evidencing  obligations to repay secured or unsecured
loans owned by Lender or any of the other Lender  Entities  (and,  to the extent
applicable, the subsequent sale, transfer or assignment of such notes to another
special purpose  corporation,  trust or other entity identified by Lender or any
of the other Lender Entities), and the issuance of bonds, certificates, notes or
other  instruments  evidencing  interests  in pools of such  loans,  whether  in
connection  with  a  permanent  asset  securitization  or a  sale  of  loans  in
anticipation of a permanent asset  securitization.  Each Securitization shall be
undertaken  in  accordance  with all  requirements  which may be  imposed by the
investors  or the  rating  agencies  involved  in each such  sale,  disposition,
transfer or assignment or which may be imposed by applicable securities,  tax or
other laws or regulations.

         "Substitute Documents" has the meaning set forth in Section 10.

         "Substitute  Equipment"  means  furniture,  equipment,  trade fixtures,
appliances and other tangible  personal  property  substituted for the Equipment
located at a Mortgaged  Premises in accordance with the  requirements of Section
10, together with all rights and privileges associated  therewith.  For purposes
of clarity,  where  items of  equipment  located on two or more  parcels of real
estate  comprise the  Substitute  Equipment,  such items of  equipment  shall be
aggregated and deemed to constitute the Substitute Equipment for all purposes of
this Agreement.

         "Substitute  Premises"  means  one  or  more  parcels  of  real  estate
substituted  for a Mortgaged  Premises in accordance  with the  requirements  of
Section 11 of the Loan  Agreement,  together  with all  rights,  privileges  and
appurtenances  associated  therewith  and  all  buildings,  fixtures  and  other
improvements  located thereon (whether or not affixed to such real estate).  For
purposes  of  clarity,  where two or more  parcels  of real  estate  comprise  a

                                       4
<PAGE>

Substitute Premises, such parcels or interests shall be aggregated and deemed to
constitute the Substitute Premises for all purposes of this Agreement.

         "Transfer" means one or more sales,  transfers or assignments by Lender
or any of the  other  Lender  Entities  to a third  party  of  notes  evidencing
obligations  to repay  secured or unsecured  loans owned by Lender or any of the
other Lender Entities or any or all servicing rights with respect thereto.

          "UCC"  means the  Uniform  Commercial  Code as adopted in the State of
Arizona.

         "UCC-1 Financing  Statements" means such UCC-1 Financing  Statements as
Lender  shall  file  with  respect  to the  transactions  contemplated  by  this
Agreement.

         "U.S.  Publicly-Traded Entity" is an Entity whose securities are listed
on a national  securities exchange or quoted on an automated quotation system in
the U.S. or a wholly-owned subsidiary of such an Entity.

         2. Transaction;  Reduced Term Option;  Closing  Conditions.  (a) On the
terms and  subject to the  conditions  set forth in the Loan  Documents,  Lender
shall make the Equipment Loan to Borrower.  The Equipment Loan will be evidenced
by the  Equipment  Note and secured by this  Agreement  and the UCC-1  Financing
Statements.  Borrower  shall  repay  the  outstanding  principal  amount  of the
Equipment  Loan together  with interest  thereon in the manner and in accordance
with  the  terms  and  conditions  of the  Equipment  Note  and the  other  Loan
Documents.  The  Equipment  Loan  shall be  advanced  at the  Closing in cash or
otherwise  immediately available funds subject to any prorations and adjustments
required by this Agreement.  The Equipment shall be leased to Lessee pursuant to
the Master  Lease and the  Premises  shall be leased to Lessee  pursuant  to the
Leases and the Master Lease. Pursuant to the Renovation Agreement, Borrower will
upgrade the existing  Equipment at the Premises and  $779,628.00 of the proceeds
of the  Equipment  Loan  will be  used by  Borrower  to pay for  such  Equipment
upgrades. The Letter of Credit will secure Borrower's obligations under the Loan
Documents until such time as the Equipment upgrades have been completed.

         (b) Notwithstanding anything to the contrary contained in the Equipment
Note or any of the other Loan  Documents,  Lender  shall  have the  option  (the
"Reduced Term Option"), at any time prior to December 31, 2003 and upon not less
than 15 days prior notice to Borrower, to shorten the term of the Equipment Note
to a maturity date of January 1, 2008 (the "Reduced Term"), without changing any
of the debt service payments due prior to such revised  maturity date.  Borrower
hereby  acknowledges  that, if the Reduced Term Option is exercised,  unless the
Equipment Note is prepaid in accordance  with the terms and conditions set forth
therein, on the maturity date thereof a major portion of the principal amount of
the  Equipment  Note will not have been paid  through the  monthly  installments
therein  provided  for,  and that such unpaid  balance  will then become due and
payable as a balloon  payment.  If Lender  exercises  the Reduced  Term  Option,
Borrower  shall execute such amendment to the Equipment Note or such amended and
restated  Equipment  Note as Lender may  reasonably  request to  effectuate  the
Reduced Term. If Borrower shall fail to execute and deliver any of the documents
contemplated  by the  preceding  sentence  within ten (10) days  after  Lender's
request,  (i) such failure  shall be deemed to be an Event of Default under this
Agreement,  and (ii) Lender  shall be and is hereby  irrevocably  appointed  the
agent and  attorney-in-fact  of Borrower to execute and deliver such  documents,
which appointment is coupled with an interest and is irrevocable and binding.

         (c) The obligation of Lender to consummate the transaction contemplated
by this  Agreement  is  subject  to the  fulfillment  or  waiver  of each of the
following conditions:

                  (i)      Lender shall have approved the Equipment.

                  (ii) All of the representations and warranties of Borrower set
         forth  in  Section  4 of this  Agreement  shall be  true,  correct  and
         complete,  and  Borrower  shall  be in  compliance  with  each  of  the
         covenants set forth in Section 5 of this Agreement. No event shall have
         occurred  or  condition  shall  exist or  information  shall  have been
         disclosed by Borrower or discovered by Lender which has had or would be
         reasonably  likely  to have a  material  adverse  effect  on any of the
         Premises, the Equipment,  any of the Borrower Parties or Lessee

                                       5
<PAGE>

         Parties  or  Lender's   willingness   to  consummate  the   transaction
         contemplated by this Agreement, as determined by Lender in its sole and
         absolute discretion.

                  (iii)  Borrower  shall  have paid the Fee to Lender  and shall
         have paid all costs of the  transaction  described  in this  Agreement,
         including,   without  limitation,  UCC  search  and  litigation  search
         charges,  the attorneys' fees of Borrower,  reasonable  attorneys' fees
         and expenses of Lender, stamp taxes, mortgage taxes, transfer fees, and
         escrow,  filing and recording fees (including  preparation,  filing and
         recording fees for UCC continuation statements).

                  (iv)  Borrower  shall  have  provided   Lender  with  evidence
         reasonably  satisfactory to Lender that the Closing Documents have been
         duly  authorized,  executed  and  delivered  on behalf of the  Borrower
         Parties.

                  (v) Lender and/or Borrower, as may be appropriate,  shall have
         executed  and  delivered  or  shall  have  caused  to be  executed  and
         delivered  to  Lender,  or as Lender  may  otherwise  direct,  the Loan
         Documents  and  such  other   documents,   payments,   instruments  and
         certificates, as Lender may require in form acceptable to Lender.

                  (vi) Each of the Leases  shall be in full force and effect and
         Lessee  shall be entitled to occupy the Leased  Premises  corresponding
         thereto.  Lender shall have approved each Lease in its sole  discretion
         and Borrower  shall have  delivered  to Lender a  landlord's  agreement
         regarding  equipment from each Lessor,  the form and substance of which
         shall be satisfactory to Lender in its sole discretion (the "Landlord's
         Agreements Regarding  Equipment").  Borrower shall have provided Lender
         with a recorded  copy (or executed  original in  recordable  form) of a
         memorandum of lease for each Leased Premises. If any mortgages or deeds
         of trust (or other  similar  security  agreements)  encumber fee simple
         title to any Leased  Premises,  the holders of such  instruments  shall
         have  delivered  nondisturbance  agreements to Borrower and Lender with
         respect to the corresponding Leases in form and substance acceptable to
         Lender in its reasonable discretion.

                  (vii)    Borrower shall have caused to be delivered to  Lender
         the Letter of Credit.

                  (viii)  Borrower  shall have  delivered  to Lender  such legal
         opinions as Lender may  reasonably  require  all in form and  substance
         reasonably satisfactory to Lender and its counsel.

                  (ix) All of the  transactions  described in the Loan Agreement
         shall have  closed  prior to or  concurrently  with the  Closing of the
         transactions described in this Agreement.

Upon  fulfillment  or waiver of all of the above  conditions,  this  transaction
shall close in accordance with the terms and conditions of this Agreement.

         3. Security Interest  Created;  Obligations  Secured.  A. To secure the
payment of the Obligations (as defined below),  Borrower hereby grants to Lender
a security interest in the Equipment.

         B. This Agreement  secures the following  indebtedness  and obligations
(the  "Obligations"):  (1) payment of  indebtedness  evidenced by the  Equipment
Note,  together with all  extensions,  renewals,  amendments  and  modifications
thereof; (2) payment of indebtedness  evidenced by the Mortgage Notes,  together
with all extensions,  renewals, amendments and modifications of any thereof; (3)
payment of indebtedness  evidenced by the Related Equipment Note,  together with
all extensions,  renewals,  amendments and modifications thereof; (4) payment of
indebtedness  evidenced  by  the  Related  Mortgage  Notes,  together  with  all
extensions,  renewals,  amendments  and  modifications  of any thereof;  and (5)
payment of all other  indebtedness  and other  sums,  including  interest at the
applicable  rate,  which  may be  owed  under,  and  performance  of  all  other
obligations  and  covenants  contained  in, any other Loan Document or any Other
Agreement,  together  with any other  instrument  given to  evidence  or further
secure the payment and performance of any obligation secured hereby or thereby.

         C. Borrower authorizes Lender to file financing statements with respect
to the  security  interest  of  Lender,  continuation  statements  with  respect
thereto,   and  any  amendments  to  such  financing  statements  which  may  be

                                       6
<PAGE>

necessitated by reason of any of the changes  described in Section 5.C. Borrower
agrees that, notwithstanding any provision in the UCC to the contrary,  Borrower
shall not file a  termination  statement  of any  financing  statement  filed by
Lender in connection with any security  interest granted under this Agreement if
Lender reasonably objects to the filing of such termination statement.

         D. Lender shall at all times have a perfected  security interest in the
Equipment that shall be prior to any other interests therein.  Borrower shall do
all acts and things, shall execute and file all instruments  (including security
agreements, UCC financing statements,  continuation statements,  etc.) requested
by Lender to establish, maintain and continue the perfected security interest of
Lender in the Equipment, and shall promptly on demand pay all costs and expenses
of (1)  filing  and  recording,  including  the  costs  of any  searches  deemed
necessary by Lender from time to time to establish  and  determine  the validity
and the  continuing  priority of the  security  interest of Lender,  and (2) all
other  claims  and  charges  that in the  reasonable  opinion  of  Lender  might
prejudice,  imperil or  otherwise  affect the  Equipment  or  security  interest
therein  of  Lender.  Borrower  agrees  that a  carbon,  photographic  or  other
reproduction of a security agreement or financing  statement shall be sufficient
as a financing  statement.  Lender is hereby  irrevocably  appointed  Borrower's
attorney-in-fact  to take any of the foregoing  actions requested of Borrower by
Lender if Borrower should fail to take such actions,  which appointment shall be
deemed coupled with an interest.

         4. Representations and Warranties of Borrower.  The representations and
warranties  of Borrower  contained in this Section are being made by Borrower as
of the Closing Date to induce Lender to enter into this Agreement and consummate
the  transactions  contemplated  herein and shall survive the Closing.  Borrower
represents and warrants to Lender as follows:

         A.  Financial  Information.  Borrower has  delivered to Lender  certain
financial  statements and other  information  concerning the Borrower Parties in
connection with the transaction described in this Agreement  (collectively,  the
"Financial  Information").  The  Financial  Information  is  true,  correct  and
complete  in all  material  respects;  there  have  been  no  amendments  to the
Financial  Information since the date such Financial Information was prepared or
delivered  to Lender.  Borrower  understands  that  Lender is  relying  upon the
Financial  Information and Borrower represents that such reliance is reasonable.
All financial statements included in the Financial  Information were prepared in
accordance  with  GAAP  and  fairly  present  as of the  date of such  financial
statements  the financial  condition of each  individual or entity to which they
pertain.  No change has occurred with respect to the financial  condition of any
of the Borrower  Parties  and/or the  Equipment  as  reflected in the  Financial
Information  which has not been  disclosed  in writing to Lender or has had,  or
could reasonably be expected to result in, a Material Adverse Effect.

         B. Organization and Authority. Each of the Borrower Parties (other than
individuals),  as applicable,  is duly organized or formed, validly existing and
in good  standing  under the laws of its state of  incorporation  or  formation,
Borrower is qualified as a foreign corporation, partnership or limited liability
company,  as  applicable,  to do business in the state(s) where the Equipment is
located, and each of the Borrower Parties is qualified as a foreign corporation,
partnership or limited liability company,  as applicable,  to do business in any
other  jurisdiction  where the  failure  to be  qualified  would  reasonably  be
expected to result in a Material  Adverse Effect.  All necessary action has been
taken to  authorize  the  execution,  delivery and  performance  by the Borrower
Parties of this Agreement and the other Loan  Documents.  The person(s) who have
executed  this  Agreement  on behalf of Borrower are duly  authorized  so to do.
Borrower is not a "foreign corporation," "foreign partnership," "foreign trust,"
"foreign estate" or "foreign person" (as those terms are defined by the Internal
Revenue Code of 1986, as amended).  Borrower's U.S.  Federal Tax  Identification
number,  Organization  Identification number and principal place of business are
correctly  set  forth  on the  signature  page  of this  Agreement.  None of the
Borrower Parties,  and no individual or entity owning directly or indirectly any
interest  in any of the  Borrower  Parties,  is an  individual  or entity  whose
property or interests  are subject to being  blocked  under any of the OFAC Laws
and  Regulations  or is  otherwise  in  violation  of any of the  OFAC  Laws and
Regulations;  provided,  however, the representation  contained in this sentence
shall not apply to any  Person to the extent  such  Person's  interest  is in or
through a U.S. Publicly-Traded Entity.

         C. Enforceability of Documents. Upon execution by the Borrower Parties,
this Agreement and the other Loan Documents  shall  constitute the legal,  valid
and binding  obligations  of the  Borrower  Parties,  respectively,  enforceable
against the Borrower Parties in accordance with their respective  terms,  except
as such  enforceability

                                       7
<PAGE>

may be limited by applicable bankruptcy, insolvency, liquidation, reorganization
and  other  laws  affecting  the  rights  of  creditors  generally  and  general
principles of equity.

         D.   Litigation.   There  are  no  suits,   actions,   proceedings   or
investigations  pending,  or to the  best of  Borrower's  knowledge,  threatened
against or involving  the Borrower  Parties,  any of the Equipment or any of the
Premises before any arbitrator or Governmental Authority, except for such suits,
actions,  proceedings or investigations which, individually or in the aggregate,
have not had,  and could not  reasonably  be  expected  to result in, a Material
Adverse Effect.

         E. Absence of Breaches or Defaults;  Compliance with Laws. The Borrower
Parties are not, and the authorization,  execution,  delivery and performance of
this Agreement and the other Loan  Documents  will not result,  in any breach or
default  under any other  document,  instrument or agreement to which any of the
Borrower Parties is a party or by which any of the Borrower Parties,  any of the
Premises,  any of the  Equipment  or any of the  property of any of the Borrower
Parties  is  subject  or bound,  except for such  breaches  or  defaults  which,
individually  or in the  aggregate,  have not had, and could not  reasonably  be
expected to result in, a Material Adverse Effect. The authorization,  execution,
delivery and performance of this Agreement and the other Loan Documents will not
violate any applicable law, statute,  regulation, rule, ordinance, code, rule or
order.  None of the Premises nor the Equipment are subject to any right of first
refusal,  right of first offer or option to purchase or lease granted to a third
party.  Neither the Premises nor the Equipment are subject to any right of first
refusal,  right of first offer or option to purchase or lease granted to a third
party.  The  Borrower  Parties  and the  Equipment  are in  compliance  with all
Applicable  Regulations,  except for such  noncompliance  which has not had, and
could not reasonably be expected to result in, a Material Adverse Effect.

         F.  Licenses and  Permits.  All  required  licenses  and permits,  both
governmental  and  private,  to use and  operate  the  Equipment  and to use and
operate  each of the  Premises  as a  Permitted  Concept  are in full  force and
effect,  except for such licenses and permits the failure of which to obtain has
not had, and could not  reasonably be expected to result in, a Material  Adverse
Effect.

         G.  Condition of  Equipment.  The  Equipment is in good  condition  and
repair  and well  maintained,  ordinary  wear and  tear  excepted,  and is fully
operational.

         H.  Title  to  Equipment;   First  Priority  Lien.  Borrower  owns  the
Equipment,  free and clear of all  liens,  encumbrances,  charges  and  security
interests  of any nature  whatsoever.  Upon  Closing,  Lender shall have a first
priority  lien upon and  security  interest  in the  Equipment  pursuant to this
Agreement and the UCC-1 Financing Statements.

         I.  Leases.  Borrower  has  delivered  to  Lender a true,  correct  and
complete  copy of  each of the  Leases.  The  Leases  are  the  only  leases  or
agreements  between the Lessors and Lessee with respect to the Leased  Premises.
The Leases are in full force and  effect  and  constitute  the legal,  valid and
binding  obligations of Lessee and the Lessors,  enforceable  against Lessee and
the Lessors in accordance with their terms, except as such enforceability may be
limited by applicable bankruptcy,  insolvency,  liquidation,  reorganization and
other laws affecting the rights of creditors generally and general principles of
equity.  Each of the Leases  has a  remaining  term  which is at least  equal in
duration  to  the  term  of  the  Equipment  Note.   Lessee  has  not  assigned,
transferred,  mortgaged,  hypothecated or otherwise encumbered any of the Leases
or any rights  thereunder or any interest  therein,  and Lessee has not received
any  notice  that  any of the  Lessors  have  made  any  assignment,  pledge  or
hypothecation of all or any part of their rights or interests in the Leases.  No
notice of default  from any of the  Lessors has been  received  under any of the
Leases  which has not been cured and no notice of default to any of the  Lessors
has been given under any of the Leases  which has not been  cured.  No event has
occurred and no condition  exists which,  with the giving of notice or the lapse
of time or both, would constitute a default under any of the Leases.

         J. Master Lease.  Borrower has delivered to Lender a true,  correct and
complete  copy of the  Master  Lease.  The  Master  Lease is the only lease with
respect to the Equipment,  and is in full force and effect,  and constitutes the
legal, valid and binding obligations of the parties thereto, enforceable against
such parties in accordance with its terms,  except as such enforceability may be
limited by applicable bankruptcy,  insolvency,  liquidation,  reorganization and
other laws affecting the rights of creditors generally and general principles of
equity.  Borrower has not  assigned,  transferred,  mortgaged,  hypothecated  or
otherwise  encumbered the Master Lease or any


                                       8
<PAGE>

rights  thereunder  or any interest  therein,  and Borrower has not received any
notice that the Lessee has made any assignment,  pledge or  hypothecation of all
or any part of its rights or  interests  in the Master  Lease.  Borrower has not
received any notice of default from the Lessee which has not been cured or given
any  notice of  default to the  Lessee  which has not been  cured.  No event has
occurred and no condition  exists which,  with the giving of notice or the lapse
of time or both,  would constitute a default by the Lessee or Borrower under the
Master Lease.

         K. Nonconsolidation.  (1) Borrower maintains correct and complete books
and records of account  separate  from all other  Persons.  Where  necessary  or
appropriate,  Borrower has disclosed the nature of the transaction  contemplated
by the Loan Documents and Borrower's  independent  status to its creditors.  The
Equipment and the Mortgaged Premises represent all of the assets owned or leased
by Borrower as of the date hereof,  and Borrower has not  commingled  its assets
and its liabilities with those of any other Person.

         (2)  Borrower  maintains  its own  checking  account or  accounts  with
commercial banking institutions separate from other Persons.

         (3) To the extent that Borrower  shares the same  employees  with other
Persons,  the salaries of and the expenses related to providing benefits to such
employees have been fairly and nonarbitrarily allocated among such Persons, with
the result that each such Person  bears its fair share of the salary and benefit
costs associated with all such common employees.

         (4) To the extent that Borrower jointly contracts with other Persons to
do business with vendors or service providers or to share overhead expenses, the
costs  incurred  in so  doing  are,  and at  all  times  shall  be,  fairly  and
nonarbitrarily  allocated  among such  Persons,  with the result  that each such
Person bears its fair share of such costs. To the extent that Borrower contracts
or does business with vendors or service  providers  where the goods or services
provided are or shall be partially for the benefit of other  Persons,  the costs
incurred in so doing are fairly and  nonarbitrarily  allocated  to or among such
Persons for whose  benefit the goods or services are  provided,  with the result
that each such Person bears its fair share of such costs.

         (5) To the extent that  Borrower or other  Persons  have offices in the
same  location,  there is a fair,  appropriate  and  nonarbitrary  allocation of
overhead among them,  with the result that each such Person bears its fair share
of such expenses.

         (6) Borrower has not incurred any  indebtedness,  secured or unsecured,
direct or  indirect,  absolute or  contingent,  including,  without  limitation,
liability  for the debts of any other  Person (and  Borrower has not held itself
out as being liable for the debts of any other Person), other than the Equipment
Loan, the Mortgage Loans and trade and operational debt incurred in the ordinary
course of  business  with  trade  creditors  and in  amounts  as are  normal and
reasonable  under  the  circumstances.  Borrower  is  not  a  guarantor  of  any
obligations.

         (7) Borrower is not presently a party to a pledge of its assets for the
benefit of other  Persons.  Borrower  has not made any loans or  advances to any
third party (including any Affiliate or constituent party of Borrower).

         (8) Borrower has conducted its affairs  strictly in accordance with its
organizational   documents  including  Borrower's  corporate  managing  member's
organizational  documents  and  has  observed  all  necessary,  appropriate  and
customary formalities.

         (9)  Borrower  does not hold  itself out to the public or to any of its
individual  creditors as being a unified  entity with assets and  liabilities in
common with any other Person.

         (10)  Borrower (a) is solvent,  (b) is able to pay its  obligations  as
they  become  due and (c) is not and shall not be  engaged  in any  business  or
transaction for which its remaining capital is or may be unreasonably small.

         (11)  Borrower  has no  actual  intent  to  hinder,  delay  or  defraud
creditors in  connection  with any of the  transactions  contemplated  herein or
intent to incur (or belief that it is incurring) debts beyond its ability to pay
the same as they mature.


                                       9
<PAGE>

         (12)  Borrower  has  not,  as to  itself  or as to other  Persons,  (a)
commenced any case,  proceeding or other action under any existing or future law
of any jurisdiction,  domestic or foreign,  relating to bankruptcy,  insolvency,
reorganization or relief of debtors, seeking to have an order for relief entered
with   respect  to  Borrower  or  other   Persons  or  seeking   reorganization,
arrangement,  adjustment, winding-up, liquidation,  dissolution,  composition or
other  relief with  respect to  Borrower or its debts or other  Persons or their
debts or (b) sought  appointment  of a  receiver,  trustee,  custodian  or other
similar official for Borrower or for all or any substantial part of its or other
Person's  assets or made a general  assignment  for the  benefit  of  Borrower's
creditors.

         L. Money Laundering. (1) Borrower has taken all reasonable measures, in
accordance with all applicable  Anti-Money Laundering Laws, with respect to each
holder of a direct or indirect interest in the Borrower Parties,  to assure that
funds  invested by such holders in the  Borrower  Parties are derived from legal
sources;  provided,  however, none of the foregoing shall apply to any Person to
the extent that such Person's  interest is in or through a U.S.  Publicly-Traded
Entity.

         (2) To Borrower's  knowledge  after making due inquiry,  neither any of
the  Borrower  Parties  nor any holder of a direct or  indirect  interest in the
Borrower Parties (a) is under  investigation by any Governmental  Authority for,
or has been charged  with,  or  convicted  of, any  violation of any  Anti-Money
Laundering  Laws,  or drug  trafficking,  terrorist-related  activities or other
money  laundering  predicated  crimes or a  violation  of the BSA,  (b) has been
assessed civil  penalties under these or related laws, or (c) has had any of its
funds seized or forfeited  in an action under these or related  laws;  provided,
however, none of the foregoing shall apply to any Person to the extent that such
Person's interest is in or through a U.S. Publicly-Traded Entity.

         (3) Borrower  has taken  reasonable  steps,  consistent  with  industry
practice for  comparable  organizations  and in any event as required by law, to
ensure that the  Borrower  Parties are and shall be in  compliance  with all (i)
Anti-Money Laundering Laws and (ii) OFAC Laws and Regulations.

         5. Covenants.  Borrower  covenants to Lender from and after the Closing
Date and until all of the Obligations are satisfied in full, as follows:

         A. Payment of the Equipment  Note.  Borrower shall  punctually  pay, or
cause to be paid,  the  principal,  interest and all other sums to become due in
respect of the Equipment  Note and the other Loan  Documents in accordance  with
the Equipment Note and the other Loan Documents. Borrower shall authorize Lender
to establish  arrangements whereby all scheduled payments made in respect of the
Obligations  are  transferred  by Automated  Clearing  House Debit  initiated by
Lender  directly  from an account at a U.S. bank in the name of Borrower to such
account as Lender may designate or as Lender may otherwise designate.

         B. Title;  Additional  Encumbrances.  Borrower  shall own the Equipment
(whether  acquired  prior to or after  the date  hereof),  free and clear of all
liens, encumbrances, charges and other exceptions to title except those in favor
of Lender,  and Borrower shall not execute or permit the filing of any financing
statement thereon other than the UCC-1 Financing Statements. Lender shall have a
valid first lien upon and security  interest in the  Equipment  pursuant to this
Agreement  and  the  UCC-1  Financing  Statements.  Borrower  shall  defend  the
Equipment  against all claims and  demands of all  persons.  Borrower  shall not
permit  any action to be taken  which  would  adversely  affect the value of the
Equipment  or which  would  encumber,  cloud or  adversely  effect in any manner
Borrower's title or interest therein.

         C.  Organization  and Status;  Preservation  of Existence.  Each of the
Borrower  Parties  (other than  individuals),  as  applicable,  shall be validly
existing and in good standing  under the laws of its state of  incorporation  or
formation  and  qualified  as a  foreign  corporation,  partnership  or  limited
liability  company to do business in the state(s) where the Equipment is located
and any other jurisdiction where the failure to be qualified could reasonably be
expected to result in a Material  Adverse  Effect.  Borrower  shall preserve its
current form of  organization  and shall not change its legal name, its state of
formation,  nor, in one transaction or a series of related  transactions,  merge
with or into, or consolidate with, any other entity without  providing,  in each
case,  Lender with 30 days' prior written  notice and obtaining  Lender's  prior
written  consent (to the extent such consent is required under Section 6 of this
Agreement).  In addition,  Borrower  shall  require,  and shall take  reasonable
measures to comply with the  requirement,  that no  individual  or entity owning
directly  or  indirectly  any  interest  in any of the  Borrower  Parties  is an
individual  or entity whose  property or interests  are subject to being blocked
under any of the OFAC Laws and  Regulations  or is otherwise in violation of any
of the OFAC Laws and Regulations;  provided,  however, the covenant

                                       10
<PAGE>

contained in this sentence shall not apply to any Person to the extent that such
Person's interest is in or through a U.S. Publicly-Traded Entity.

         D. Licenses and Permits;  Compliance  With Laws. All required  licenses
and permits, both governmental and private, to use and operate the Equipment and
to use  and  operate  each of the  Premises  as a  Permitted  Concept  shall  be
maintained in full force and effect.  The Borrower Parties shall comply with all
Applicable   Regulations  now  or  hereafter  in  effect,   including,   without
limitation, the OFAC Laws and Regulations and Anti-Money Laundering Laws.

         E.  Financial  Statements.  Within 45 days after the end of each fiscal
quarter  and  within  120 days after the end of each  fiscal  year of  Borrower,
Borrower  shall  deliver  to Lender (a)  complete  financial  statements  of the
Borrower Parties including a balance sheet, profit and loss statement, statement
of cash flows and all other related  schedules for the fiscal period then ended;
(b) income  statements  for the business at each of the  Premises;  and (c) such
other  financial  information  as  Lender  may  reasonably  request  in order to
establish  compliance with the financial  covenants in the Loan  Documents.  All
such financial  statements and information  shall be prepared in accordance with
GAAP from period to period,  and shall be  certified to be accurate and complete
by  Borrower  (or the  Treasurer  or other  appropriate  officer  of  Borrower).
Borrower  understands that Lender is relying upon such financial  statements and
Borrower represents that such reliance is reasonable.  The financial  statements
delivered to Lender need not be audited,  but Borrower  shall  deliver to Lender
copies of any audited financial statements of Borrower which may be prepared, as
soon as they are available.

         F. Inspections. Borrower shall, during normal business hours (or at any
time in the event of an emergency),  (1) provide  Lender and Lender's  officers,
employees,  agents and  advisors  with  access to the  Equipment  and all files,
correspondence  and  documents  relating to the  Equipment  (including,  without
limitation,  any of the foregoing information stored in any computer files), and
(2)  allow  such  persons  to  make  such  inspections,   tests,   copies,   and
verifications as Lender considers necessary.

         G. Removal of Equipment.  Except for purposes of replacement  with like
property  of equal or  greater  value  and  repair  in the  ordinary  course  of
business,  Borrower  shall  not  remove or allow to be  removed  from any of the
Premises the Equipment,  or any part thereof,  without the prior written consent
of  Lender.  Borrower  shall  promptly  give  written  notice  to  Lender of any
substantial  change in the  character  of the  business  conducted on any of the
Premises  and of the  cessation  of all or any part  thereof  and of any loss or
damage by fire or other casualty to any substantial part of the Equipment.

         H.  Maintenance  and  Repair.  Borrower  shall  at all  times  keep and
maintain the Equipment in good order,  repair and  condition,  ordinary wear and
tear excepted, and will promptly replace any part thereof that from time to time
may become obsolete,  badly worn or in a state of disrepair or, if supplies,  be
consumed in the normal course of Borrower's  business  operations.  Lender shall
have a lien on and security  interest in all  replacements  and all replacements
shall be free of any other lien, security interest or encumbrance of any nature,
including  any  purchase  money lien or security  interest.  Borrower  shall not
transfer or permit any  transfer of any part of the  Equipment to be made or any
interest therein to be created by way of a sale (except as permitted  below), by
way of a grant of a  security  interest,  or by way of a levy or other  judicial
process.  Borrower may sell or dispose of only that part of the  Equipment  that
Borrower will replace,  and the proceeds from such sale and disposition  must be
invested in replacement property of like kind and of equal or greater value.

         I.  Notices.  Borrower  shall  promptly  notify  Lender  of  any  levy,
distraint  or other  seizure by legal  process or  otherwise  of any part of the
Equipment and of any threatened or filed claims or proceedings that might in any
way affect or impair any of the Equipment.

         J.  Insurance.  Borrower  shall obtain and maintain in force  insurance
policies,  naming Lender as sole loss payee and as additional insured,  covering
losses or damage to the Equipment due to fire (with extended  coverage),  theft,
physical  damage and such other risks as Lender may from time to time reasonably
require,  which  insurance  shall insure the Equipment for its full  replacement
cost. Lender is hereby  irrevocably  appointed  Borrower's  attorney-in-fact  to
endorse  any check or draft that may be payable  to  Borrower,  alone or jointly
with other payees,  so that Lender may collect the proceeds payable for any loss
under  such  insurance,  which  appointment  shall  be  deemed  coupled  with an
interest.  The proceeds of such insurance,  less any costs and expenses incurred
or

                                       11
<PAGE>

paid by Lender in the  collection  thereof,  shall be applied,  at the option of
Lender,  either toward the cost of repair or replacement of the items damaged or
destroyed  or on account of any sums secured by this  Agreement,  whether or not
then due or payable.

         K.  Actions by Lender.  (1)  Borrower  agrees  that  Lender may, at its
option, and without any obligation to do so, pay, perform, and discharge any and
all amounts,  costs,  expenses and liabilities  that are the  responsibility  of
Borrower under the Loan  Documents if Borrower  fails to timely pay,  perform or
discharge the same, and all amounts expended by Lender in so doing or in respect
of or in  connection  with the  Equipment  shall become part of the  obligations
secured  by the Loan  Documents  and shall be  immediately  due and  payable  by
Borrower to Lender upon demand  therefor and shall bear  interest at the Default
Rate.

         (2)  Borrower  agrees  that the Loan  Documents  shall  remain  in full
effect,  without  waiver or  surrender  of any of  Lender's  rights  thereunder,
notwithstanding  the  occurrence  of any  one or  more  of  the  following:  (a)
extension of the time of payment of the whole or any part of the Equipment Note;
(b)  any  change  in the  terms  and  conditions  of  the  Equipment  Note;  (c)
substitution of any other evidence of  indebtedness  for the Equipment Note; (d)
acceptance  by Lender of any  collateral or security of any kind for the payment
of the Equipment  Note;  (e) surrender,  release,  exchange or alteration of any
Equipment,  collateral  or other  security,  either in whole or in part;  or (f)
release, settlement,  discharge, compromise, change or amendment, in whole or in
part,  of any claim of Lender  against  Borrower  or of any  claim  against  any
guarantor or other party  secondarily or additionally  liable for the payment of
the Equipment Note.

         L. Lost Note.  Borrower  shall,  if the  Equipment  Note is  mutilated,
destroyed,  lost or stolen (a "Lost  Note"),  promptly  deliver to Lender,  upon
receipt  from  Lender  of  an  affidavit  and  indemnity  in a  form  reasonably
acceptable to Lender and Borrower  stipulating  that the Equipment Note has been
mutilated, destroyed, lost or stolen, in substitution therefor, a new promissory
note  containing  the same terms and conditions as the Lost Note with a notation
thereon of the unpaid principal and accrued and unpaid interest.  Borrower shall
provide  fifteen (15) days' prior notice to Lender before making any payments to
third parties in connection with a Lost Note.

         M. Affiliate  Transactions.  Unless otherwise  approved by Lender,  all
transactions  between  Borrower  and any of its  Affiliates  shall  be on  terms
substantially  as  advantageous  to Borrower as those which could be obtained by
Borrower in a  comparable  arm's  length  transaction  with a  non-Affiliate  of
Borrower.

         N.  Nonconsolidation.  (1) Borrower shall at all times maintain correct
and complete books and records of account separate from all other Persons. Where
necessary or appropriate,  Borrower shall disclose the nature of the transaction
contemplated  by the Loan  Documents and  Borrower's  independent  status to its
creditors.  Borrower  shall not own or lease any assets other than the Mortgaged
Premises and the  Equipment,  nor engage in any  business  other than owning and
leasing the  Mortgaged  Premises  and the  Equipment,  including  financing  the
Mortgaged  Premises and the Equipment  with Lender or its  affiliates.  Borrower
shall not  commingle  its  assets  and its  liabilities  with those of any other
Person.

         (2) Borrower shall  maintain its own checking  account or accounts with
commercial banking institutions separate from other Persons.

         (3) To the extent that Borrower  shares the same  employees  with other
Persons,  the salaries of and the expenses related to providing benefits to such
employees, at all times shall be, fairly and nonarbitrarily allocated among such
Persons,  with the result that each such Person shall bear its fair share of the
salary and benefit costs associated with all such common employees.

         (4) To the extent that Borrower jointly contracts with other Persons to
do business with vendors or service providers or to share overhead expenses, the
costs  incurred  in so doing at all times  shall be,  fairly and  nonarbitrarily
allocated  among such Persons,  with the result that each such Person shall bear
its fair share of such costs.  To the extent  that  Borrower  contracts  or does
business with vendors or service  providers where the goods or services provided
are or shall be partially for the benefit of other  Persons,  the costs incurred
in so doing at all times shall be,  fairly and  nonarbitrarily  allocated  to or
among such Persons for whose  benefit the goods or services are  provided,  with
the result  that each such Person  shall bear its fair share of such costs.  All
transactions between Borrower and other Persons shall be only on an arm's-length
basis.


                                       12
<PAGE>

         (5) To the extent that  Borrower or other  Persons  have offices in the
same location, there shall be a fair, appropriate and nonarbitrary allocation of
overhead  among them,  with the result that each such Person shall bear its fair
share of such expenses.

         (6) Borrower  shall not incur any  indebtedness,  secured or unsecured,
direct  or  indirect,   absolute  or  contingent  (including   guaranteeing  any
obligation or assuming  liability for the debts of any other Person and Borrower
will not hold  itself out as being  liable  for the debts of any other  Person),
other than the Mortgage  Loans,  the Equipment  Loan, and trade and  operational
debt  incurred in the ordinary  course of business  with trade  creditors and in
amounts as are normal and reasonable  under the  circumstances.  No indebtedness
other than the Mortgage Loans, the Equipment Loan and the indebtedness evidenced
by the  Related  Mortgage  Notes and the Related  Equipment  Note may be secured
(subordinate or pari passu) by the Equipment or any portion thereof.

         (7) Borrower  shall not enter into any  contract or agreement  with any
Affiliate of Borrower, any constituent party of Borrower or any Affiliate of any
constituent  party  of  Borrower  except  upon  terms  and  conditions  that are
intrinsically fair and substantially similar to those that would be available on
an arms-length basis with third parties other than any such party.

         (8) Except as  contemplated by the Loan Documents and the Mortgage Loan
Documents,   Borrower  shall  not  pledge,   grant  any  security  interest  in,
hypothecate  or  otherwise  encumber  its  assets  for the  benefit of any other
Persons.

         (9) Borrower shall issue  separate  financial  statements  prepared not
less frequently than annually and prepared according to GAAP.

         (10)  Borrower   shall  maintain   adequate   capital  for  the  normal
obligations  reasonably  foreseeable  in a business of its size and character in
light of its contemplated business operations.

         (11) Borrower shall conduct its affairs strictly in accordance with its
organizational  documents,  including  Borrower's  corporate  managing  member's
organizational  documents  and shall  observe  all  necessary,  appropriate  and
customary formalities.  The books, records and accounts of Borrower shall at all
times be  maintained  in a manner  permitting  the  assets  and  liabilities  of
Borrower to be easily separated and readily  ascertained from those of any other
Person and Borrower shall file its own tax returns.

         (12) Borrower  shall not hold itself out to the public or to any of its
individual  creditors as being a unified  entity with assets and  liabilities in
common with any other  Person.  Borrower  shall  maintain  and utilize  separate
stationery, invoices and checks.

         (13)  Borrower  shall not make any loans or advances to any third party
(including any Affiliate of Borrower or constituent party of Borrower).

         (14)  Borrower  shall  not,  as to itself or as to other  Persons,  (a)
commence any case,  proceeding  or other action under any existing or future law
of any jurisdiction,  domestic or foreign,  relating to bankruptcy,  insolvency,
reorganization or relief of debtors, seeking to have an order for relief entered
with   respect  to  Borrower  or  other   Persons  or  seeking   reorganization,
arrangement,  adjustment, winding-up, liquidation,  dissolution,  composition or
other  relief with  respect to  Borrower or its debts or other  Persons or their
debts or (b) seek appointment of a receiver, trustee, custodian or other similar
official  for  Borrower  or for  all or any  substantial  part  of its or  other
Person's  assets or make a general  assignment  for the  benefit  of  Borrower's
creditors.  Borrower shall not take any action in furtherance  of, or indicating
its  consents  to,  approval  of or  acquiescence  in, any of the acts set forth
above.  Borrower  shall not be unable to, or admit in writing its  inability to,
pay its debts.

         O. Equipment  Leases.  (1) Borrower shall not,  without  Lender's prior
consent (i) enter into any Equipment  Lease (other than the Master Lease);  (ii)
modify or amend the terms of any Equipment Lease; (iii) grant any consents under
any Equipment Lease, including, without limitation, any consent to an assignment
of any Equipment  Lease,  a mortgaging of the  leasehold  estate  created by any
Equipment  Lease or a subletting by the lessee under any Equipment  Lease;  (iv)
terminate,  cancel,  surrender, or accept the surrender of, any Equipment Lease,
or

                                       13
<PAGE>

waive or  release  any  person  from the  observance  or  performance  of any
obligation to be performed  under the terms of any Equipment  Lease or liability
on account of any warranty given thereunder; or (v) assign, transfer,  mortgage,
pledge or hypothecate any Equipment  Lease or any interest  therein to any party
other than  Lender.  Any lease,  modification,  amendment,  grant,  termination,
cancellation,  surrender,  waiver  or  release  in  violation  of the  foregoing
provision  shall be null and void and of no  force  and  effect.  Unless  Lender
otherwise  consents  or  elects,  Borrower's  title  to the  Equipment  and  the
leasehold  interest in the Equipment  created by any  Equipment  Lease shall not
merge, but shall always be kept separate and distinct, notwithstanding the union
of such estates in Borrower,  Lender or any other person by purchase,  operation
of  law,  foreclosure  of the  lien  of this  Agreement,  sale of the  Equipment
pursuant to this Agreement or otherwise.

         (2)  Borrower  shall (i)  fulfill,  perform and observe in all respects
each and every  condition  and covenant of Borrower  contained in any  Equipment
Lease;  (ii) give prompt notice to Lender of any claim or event of default under
any  Equipment  Lease given to or by Borrower,  together with a complete copy or
statement of any information submitted or referenced in support of such claim or
event of default;  (iii) at the sole cost and expense of  Borrower,  enforce the
performance  and  observance  of each and every  covenant  and  condition of any
Equipment  Lease to be performed or observed by any other party thereto,  unless
such  enforcement is waived in writing by Lender;  and (iv) appear in and defend
any action challenging the validity or enforceability of any Equipment Lease.

         P. Compliance Certificates. Within 60 days after the end of each fiscal
year of Borrower,  Borrower shall deliver,  upon Lender's request,  a compliance
certificate  to Lender in a form to be provided by Lender in order to  establish
that  Borrower  is in  compliance  in  all  material  respects  with  all of its
obligations, duties and covenants under the Loan Documents.

         Q. OFAC Laws and Regulations.  Borrower shall immediately notify Lender
in writing  if any  individual  or entity  owning  directly  or  indirectly  any
interest  in any of the  Borrower  Parties  or any  director,  officer,  member,
manager or  partner of any of such  holders  is an  individual  or entity  whose
property or interests  are subject to being  blocked  under any of the OFAC Laws
and  Regulations  or is  otherwise  in  violation  of any of the  OFAC  Laws and
Regulations,  or is under  investigation by any governmental  entity for, or has
been  charged  with,  or  convicted  of,  drug  trafficking,   terrorist-related
activities  or any violation of Anti-Money  Laundering  Laws,  has been assessed
civil  penalties  under  these or  related  laws,  or has had  funds  seized  or
forfeited  in an action  under these or related  laws;  provided,  however,  the
covenant  contained in this sentence shall not apply to any Person to the extent
that such Person's interest is in or through a U.S. Publicly-Traded Entity.

         R. Leases.  Borrower shall cause Lessee to give prompt notice to Lender
of any claim or event of default  under any of the Leases given to or by Lessee,
together  with a complete  copy or  statement  of any  information  submitted or
referenced in support of such claim or event of default

         6. Prohibition on Change of Control, Pledge and Prohibited Transaction.
Without  limiting  the terms and  conditions  of Section  5.B and 5.G,  Borrower
agrees that,  from and after the Closing  Date and until all of the  Obligations
are  satisfied  in full,  without the prior  written  consent of Lender:  (1) no
Change of Control  shall occur;  (2) no interest in any of the Borrower  Parties
shall be pledged,  encumbered,  hypothecated  or assigned as collateral  for any
obligation  of any of the  Borrower  Parties  (each,  a  "Pledge");  and  (3) no
Prohibited  Transaction (as defined below) shall occur. In addition, no interest
in any of the Borrower  Parties,  or in any individual or person owning directly
or indirectly any interest in any of the Borrower Parties, shall be transferred,
assigned or conveyed to any individual or person whose property or interests are
subject to being blocked under any of the OFAC Laws and  Regulations  and/or who
is in violation of any of the OFAC Laws and Regulations,  and any such transfer,
assignment  or  conveyance  shall  not be  effective  until the  transferee  has
provided written certification to Borrower and Lender that (A) the transferee or
any person who owns directly or indirectly any interest in transferee, is not an
individual  or entity whose  property or interests  are subject to being blocked
under any of the OFAC Laws and  Regulations  or is otherwise in violation of the
OFAC Laws and Regulations,  and (B) the transferee has taken reasonable measures
to assure than any  individual  or entity who owns  directly or  indirectly  any
interest  in  transferee,  is not an  individual  or entity  whose  property  or
interests  are  subject  to  being  blocked  under  any of  the  OFAC  Laws  and
Regulations  or is  otherwise  in  violation  of the OFAC Laws and  Regulations;
provided,  however,  the covenant  contained in this sentence shall not apply to
any Person to the extent  that such  Person's  interest  is in or through a U.S.
Publicly-Traded  Entity.  Lender's consent to a Change of Control, Pledge and/or
Prohibited  Transaction  shall

                                       14
<PAGE>

be subject to the  satisfaction  of such conditions as Lender shall determine in
its sole  discretion.  In addition,  any such consent shall be conditioned  upon
payment by Borrower to Lender of (x) a fee equal to one percent (1%) of the then
outstanding  principal  balance of the Equipment Note and (y) all  out-of-pocket
costs  and  expenses  incurred  by  Lender  in  connection  with  such  consent,
including,  without limitation,  reasonable  attorneys' fees; provided that such
one percent (1%) fee shall not be applicable with respect to a Change of Control
consented  to by Lender which occurs prior to June 30, 2004 and results from any
member  of  Borrower  which  is now a U.S.  Publicly-Traded  Entity  becoming  a
non-publicly  traded  Entity.  Lender shall not be required to  demonstrate  any
actual  impairment of its security or any increased risk of default hereunder in
order to declare the  Obligations  immediately  due and payable upon a Change of
Control,  Pledge or Prohibited  Transaction  in violation of this  Section.  The
provisions  of this Section  shall apply to every  Change of Control,  Pledge or
Prohibited Transaction regardless of whether voluntary or not, or whether or not
Lender has  consented to any previous  Change of Control,  Pledge or  Prohibited
Transaction.  For purposes of this Section 6, a "Prohibited  Transaction"  shall
mean any  sale,  conveyance,  mortgage,  grant,  bargain,  encumbrance,  pledge,
assignment or other transfer of all or any of the Equipment or any part thereof,
other than  replacements  as  contemplated  by Section 5.H. A sale,  conveyance,
mortgage, grant, bargain,  encumbrance,  pledge,  assignment, or transfer within
the meaning of this Section  shall be deemed to include,  but not be limited to,
(a) an installment sale agreement  wherein Borrower agrees to sell the Equipment
or any part thereof for a price to be paid in installments; and (b) an agreement
by Borrower leasing all or any part of the Equipment.

         7. Default and Remedies;  Proceeds.  A. Each of the following  shall be
deemed an event of default by Borrower (each, an "Event of Default"):

         (1) If any  representation  or warranty of any of the Borrower  Parties
set forth in any of the Loan  Documents is false in any  material  respect or if
any of the Borrower  Parties  renders any statement or account which is false in
any material respect.

         (2) If any  principal,  interest  or other  monetary  sum due under the
Equipment Note, any of the Mortgage Notes or any other Loan Document is not paid
within five days after the date when due; provided, however, notwithstanding the
occurrence of such an Event of Default, Lender shall not be entitled to exercise
its rights and remedies set forth below unless and until Lender shall have given
Borrower  notice  thereof  and a period of five days from the  delivery  of such
notice shall have elapsed without such Event of Default being cured.

         (3) If Borrower fails to observe or perform any of the other covenants,
conditions,  or obligations of this Agreement;  provided,  however,  if any such
failure  does not  involve the  payment of any  monetary  sum, is not willful or
intentional,  does not place any rights or interest in  collateral  of Lender in
immediate  jeopardy,  and is within the reasonable power of Borrower to promptly
cure  after  receipt  of  notice  thereof,  all as  determined  by Lender in its
reasonable  discretion,  then  such  failure  shall not  constitute  an Event of
Default hereunder,  unless otherwise expressly provided herein, unless and until
Lender shall have given  Borrower  notice  thereof and a period of 30 days shall
have  elapsed,  during which period  Borrower may correct or cure such  failure,
upon  failure  of which an Event of  Default  shall be deemed  to have  occurred
hereunder  without further notice or demand of any kind being required.  If such
failure cannot  reasonably be cured within such 30-day period,  as determined by
Lender in its reasonable discretion,  and Borrower is diligently pursuing a cure
of such  failure,  then  Borrower  shall have a  reasonable  period to cure such
failure  beyond  such  30-day  period,  which  shall not  exceed  90 days  after
receiving  notice of the failure from Lender.  If Borrower shall fail to correct
or cure such failure  within such 90-day  period,  an Event of Default  shall be
deemed to have occurred  hereunder  without further notice or demand of any kind
being required.

         (4) If any of the Borrower Parties becomes insolvent within the meaning
of the Code,  files or notifies  Lender that it intends to file a petition under
the Code,  initiates a proceeding  under any similar law or statute  relating to
bankruptcy,  insolvency,  reorganization,  winding  up or  adjustment  of  debts
(collectively,  an "Action"), becomes the subject of either a petition under the
Code or an Action, or is not generally paying its debts as the same become due.

         (5) If there is an "Event of Default" or a breach or default, after the
passage of all applicable notice and cure or grace periods, under any other Loan
Document,  the Master  Lease,  any  Mortgage  Loan  Document or any of the Other
Agreements.

         (6) If a final,  nonappealable  judgment is rendered by a court against
any of the  Borrower  Parties  which (i) has a  material  adverse  effect on the
operation  of the  Premises  as a  Permitted  Concept,  or (ii) is in an

                                       15
<PAGE>

amount  greater than  $100,000.00  and not covered by insurance,  and, in either
case, is not discharged or provision made for such discharge within 60 days from
the date of entry of such judgment.

         B.  Upon the  occurrence  and  during  the  continuance  of an Event of
Default, subject to the limitations set forth in subsection A, Lender shall have
all rights and  remedies of a secured  party in, to and  against  the  Equipment
granted  by the UCC and  otherwise  available  at law or in  equity,  including,
without  limitation:  (1) the right to declare any or all payments due under the
Equipment Note, the other Loan Documents, the Mortgage Loan Documents, the Other
Agreements and all other documents  evidencing the  Obligations  immediately due
and payable  without  any  presentment,  demand,  protest or notice of any kind,
except as otherwise expressly provided herein, and Borrower hereby waives notice
of intent to accelerate  the  Obligations  and notice of  acceleration;  (2) the
right to recover all fees and expenses  (including  reasonable attorney fees) in
connection with the collection or enforcement of the Obligations, which fees and
expenses shall constitute additional Obligations of Borrower hereunder;  (3) the
right to act as, and Borrower hereby constitutes and appoints Lender, Borrower's
true, lawful and irrevocable attorney-in-fact (which appointment shall be deemed
coupled with an interest)  to demand,  receive and enforce  payments and to give
receipts,  releases,  satisfaction for and to sue for moneys payable to Borrower
under or with respect to any of the  Equipment,  and actions  taken  pursuant to
this  appointment  may be taken either in the name of Borrower or in the name of
Lender with the same force and effect as if this  appointment had not been made;
(4) the right to take immediate and exclusive  possession of the  Equipment,  or
any part thereof,  and for that purpose,  with or without  judicial  process and
notice to the Borrower,  enter (if this can be done without breach of the peace)
upon any premises on which the Equipment or any part thereof may be situated and
remove the same  therefrom  (provided  that if the  Equipment is affixed to real
estate,  such removal shall be subject to the conditions stated in the UCC); (5)
the right to hold, maintain, preserve and prepare any of the Equipment for sale,
until  disposed  of; (6) the right to render any of the  Equipment  unusable and
dispose of the  Equipment;  (7) the right to require  Borrower to  assemble  and
package the  Equipment  and make it available to Lender for its  possession at a
place to be designated by Lender which is reasonably  convenient to Lender;  (8)
the right to sell,  lease,  hold or otherwise  dispose of all or any part of the
Equipment;  and (9) the right to sue for specific performance of any Obligations
or to recover damages for breach thereof.

         Lender  shall  be  entitled  to  receive  on  demand,   as   additional
Obligations hereunder,  interest accruing at the Default Rate on all amounts not
paid when due  under  the  Equipment  Note or this  Agreement  until the date of
actual  payment.  Lender  shall have no duty to  mitigate  any loss to  Borrower
occasioned by enforcement of any remedy  hereunder and shall have no duty of any
kind to any  subordinated  creditor of Borrower.  Neither the acceptance of this
Agreement nor its  enforcement  shall prejudice or in any manner affect Lender's
right to realize upon or enforce any other  security  now or  hereafter  held by
Lender,  it being agreed that Lender shall be entitled to enforce this Agreement
and any other  security now or hereafter held by Lender in such order and manner
as it may in its absolute discretion determine.  No remedy herein conferred upon
or  reserved to Lender is intended to be  exclusive  of any other  remedy  given
hereunder or now or hereafter existing at law or in equity or by statute.  Every
power or remedy given by any of the Loan Documents to Lender, or to which Lender
may be otherwise entitled, may be exercised, concurrently or independently, from
time to time and as often as may be deemed expedient by Lender.

         C. Should  Lender  exercise  the rights and  remedies  specified in the
preceding  subsection B, any proceeds received thereby shall be first applied to
pay the costs and expenses,  including  reasonable  attorneys' fees, incurred by
Lender as a result of the Event of Default.  The remainder of any proceeds,  net
of Lender's  costs and  expenses,  shall be applied to the  satisfaction  of the
Obligations and any excess paid over to Borrower.

         D.  Until  an  Event  of  Default  shall  occur,  Borrower  may  retain
possession of the Equipment and may use it in any lawful manner not inconsistent
with this Agreement, with the provisions of any policies of insurance thereon or
the other Loan Documents.

         8. Indemnity.  Borrower  shall, at its sole cost and expense,  protect,
defend,  indemnify,  release and hold harmless each of the  Indemnified  Parties
for, from and against any and all claims, suits, liabilities (including, without
limitation,  strict  liabilities),  actions,  proceedings,  obligations,  debts,
damages,  losses,  costs,  expenses,  diminutions  in value,  fines,  penalties,
charges,  fees,  expenses,  judgments,  awards,  amounts paid in settlement  and
damages of whatever kind or nature (including,  without  limitation,  attorneys'
fees,  court  costs  and  other  costs  of  defense)  (collectively,   "Losses")
(excluding  Losses suffered by an Indemnified Party directly arising out of such
Indemnified Party's gross negligence or willful misconduct;  provided,  however,
that the term "gross negligence"


                                       16
<PAGE>

shall not  include  gross  negligence  imputed  as a matter of law to any of the
Indemnified  Parties solely by reason of Borrower's interest in the Equipment or
Borrower's failure to act in respect of matters which are or were the obligation
of Borrower under the Loan Documents),  engineers' fees, governmental inspection
fees, and costs of investigation imposed upon or incurred by or asserted against
any Indemnified Parties, and directly or indirectly arising out of or in any way
relating to any one or more of the following:  (a) any administrative  processes
or  proceedings  or judicial  proceedings  in any way connected  with any matter
addressed in this Agreement;  (b) any past,  present or threatened injury to, or
destruction of, the Equipment, including but not limited to costs to investigate
and assess such injury or destruction;  (c) any personal injury, wrongful death,
or property damage arising under any statutory or common law or tort law theory,
including but not limited to damages  assessed for the  maintenance of a private
or public nuisance or for the conducting of an abnormally  dangerous activity on
or  near  the  Equipment;   (d)  any  misrepresentation  or  inaccuracy  in  any
representation  or  warranty  or  material  breach or  failure  to  perform  any
covenants or other obligations pursuant to this Agreement; or (e) any failure by
Borrower  or any of the  Borrower  Parties  to comply  with any of the terms and
conditions of the Leases, including,  without limitation, any costs and expenses
incurred by any of the  Indemnified  Parties to cure any such failure.  The term
"Indemnified  Parties" means Lender and any person or entity who is or will have
been involved in the origination of the Equipment Loan, any person or entity who
is or will have been involved in the servicing of the  Equipment  Loan,  persons
and  entities  who may  hold or  acquire  or will  have  held a full or  partial
interest in the Equipment Loan, as well as the respective  directors,  officers,
shareholders,   partners,   members,   employees,   lenders,  agents,  servants,
representatives,    contractors,   subcontractors,   affiliates,   subsidiaries,
participants, successors and assigns of any and all of the foregoing (including,
but not  limited  to, any other  person or entity who holds or  acquires or will
have held a  participation  or other full or partial  interest in the  Equipment
Loan or the  Equipment,  whether  during the term of the Equipment  Loan or as a
part of or following a foreclosure of the Equipment Loan and including,  but not
limited to, any successors by merger,  consolidation  or acquisition of all or a
substantial portion of Lender's assets and business).

         9.       Miscellaneous Provisions.

         A.  Notices.  All notices,  consents,  approvals  or other  instruments
required or permitted to be given by either party  pursuant to this Agreement or
the other Loan  Documents  shall be in writing  and given by (i) hand  delivery,
(ii) facsimile,  (iii) express  overnight  delivery service or (iv) certified or
registered  mail,  return  receipt  requested,  and shall be deemed to have been
delivered upon (a) receipt, if hand delivered, (b) transmission, if delivered by
facsimile, (c) the next Business Day, if delivered by express overnight delivery
service,  or (d) the third  Business  Day  following  the day of deposit of such
notice with the United States Postal Service, if sent by certified or registered
mail,  return  receipt  requested.  Notices shall be provided to the parties and
addresses (or facsimile numbers, as applicable) specified below:

                  If to Borrower:       TW Real Estate II, LLC
                                        2301 River Road
                                        Louisville, Kentucky 40206
                                        Attention:     Buddy Mattingly
                                        Telephone:     (502) 893-0323
                                        Telecopy:      (502) 897-0237

                  If to Lender:         GE Capital Franchise Finance Corporation
                                        17207 North Perimeter Drive
                                        Scottsdale, AZ  85255
                                        Attention:     General Counsel
                                        Telephone:     (480) 585-4500
                                        Telecopy:      (480) 585-2226

         B. Brokerage  Commission.  Lender and Borrower represent and warrant to
each  other  that  they  have  dealt  with no  broker,  agent,  finder  or other
intermediary in connection with the transactions  contemplated by this Agreement
or the other Loan  Documents.  Lender and Borrower shall indemnify and hold each
other  harmless  from and  against  any  costs,  claims or  expenses,  including
attorneys' fees,  arising out of the breach of their respective  representations
and warranties contained within this Section.



                                       17
<PAGE>

         C. Waiver and  Amendment;  Document  Review.  (1) No provisions of this
Agreement or the other Loan  Documents  shall be deemed waived or amended except
by a written instrument unambiguously setting forth the matter waived or amended
and signed by the party against which enforcement of such waiver or amendment is
sought.  Waiver  of any  matter  shall not be deemed a waiver of the same or any
other matter on any future occasion.

         (2) In the event  Borrower  makes any  request  upon  Lender  requiring
Lender or Lender's  attorneys to review and/or  prepare (or cause to be reviewed
and/or  prepared)  any  documents or other  submissions  in  connection  with or
arising out of this Agreement or any of the other Loan Documents,  then Borrower
shall (x) reimburse  Lender promptly upon Lender's demand for all  out-of-pocket
costs and  expenses  incurred by Lender in  connection  with such review  and/or
preparation,  including, without limitation, reasonable attorneys' fees, and (y)
pay Lender a reasonable processing and review fee.

         D. Captions.  Captions are used throughout this Agreement and the other
Loan Documents for  convenience of reference only and shall not be considered in
any manner in the construction or interpretation hereof.

         E.  Lender's  Liability.   Notwithstanding  anything  to  the  contrary
provided  in this  Agreement  or the other Loan  Documents,  it is  specifically
understood and agreed,  such  agreement  being a primary  consideration  for the
execution of this  Agreement  and the other Loan  Documents by Lender,  that (1)
there shall be absolutely no personal  liability on the part of any shareholder,
director,  officer  or  employee  of Lender,  with  respect to any of the terms,
covenants and  conditions  of this  Agreement or the other Loan  Documents,  (2)
Borrower  waives  all  claims,  demands  and causes of action  against  Lender's
officers,  directors,  employees and agents in the event of any breach by Lender
of any of the terms,  covenants and  conditions  of this  Agreement or the other
Loan  Documents to be performed by Lender and (3) Borrower  shall look solely to
the assets of Lender for the  satisfaction  of each and every remedy of Borrower
in the  event  of any  breach  by  Lender  of any of the  terms,  covenants  and
conditions  of this  Agreement  or the other Loan  Documents  to be performed by
Lender,  such  exculpation of liability to be absolute and without any exception
whatsoever.

         F.  Severability.  The  provisions of this Agreement and the other Loan
Documents shall be deemed severable.  If any part of this Agreement or the other
Loan Documents shall be held invalid,  illegal or  unenforceable,  the remainder
shall  remain  in  full  force  and  effect,   and  such  invalid,   illegal  or
unenforceable  provision  shall be reformed by such court so as to give  maximum
legal effect to the intention of the parties as expressed therein.

         G. Construction Generally.  This Agreement and the other Loan Documents
have been entered  into by both parties in reliance  upon the economic and legal
bargains  contained therein and shall be interpreted and construed in a fair and
impartial  manner without regard to such factors as the party which prepared the
instrument, the relative bargaining powers of the parties or the domicile of any
party.  Borrower and Lender were each represented by legal counsel  competent in
advising them of their obligations and liabilities hereunder.

         H. Further Assurances. Borrower will, at its sole cost and expense, do,
execute, acknowledge and deliver or cause to be done, executed, acknowledged and
delivered all such further acts,  documents,  conveyances,  notes,  assignments,
security  agreements,  financing  statements and assurances as Lender shall from
time to time  reasonably  require or deem  advisable  to carry  into  effect the
purposes of this Agreement and the other Loan Documents,  to perfect any lien or
security  interest  granted  in any of the  Loan  Documents  and for the  better
assuring and confirming of all of Lender's rights, powers and remedies under the
Loan Documents.

         I. Attorneys'  Fees. In the event of any judicial or other  adversarial
proceeding  between  the parties  concerning  this  Agreement  or the other Loan
Documents, the prevailing party shall be entitled to recover its attorneys' fees
and other costs in addition to any other relief to which it may be entitled.

         J.  Entire  Agreement.  This  Agreement  and the other Loan  Documents,
together with any other certificates,  instruments or agreements to be delivered
in connection  therewith,  constitute the entire  agreement  between the parties
with   respect  to  the  subject   matter   hereof,   and  there  are  no  other
representations, warranties or agreements, written or oral, between Borrower and
Lender  with  respect to the  subject  matter of this  Agreement  and other Loan
Documents.  Notwithstanding  anything  in  this  Agreement  and the  other  Loan
Documents to the contrary,  upon the execution and delivery of this Agreement by
Borrower and Lender,  any bid proposals or loan  commitments with respect to the
transactions contemplated by this Agreement shall be deemed null and void and of
no further force and effect and

                                       18
<PAGE>

the terms and conditions of this Agreement  shall control  notwithstanding  that
such terms and conditions may be inconsistent  with or vary from those set forth
in such bid proposals or loan commitments.

         K.  Forum  Selection;  Jurisdiction;  Venue;  Choice  of Law.  Borrower
acknowledges that this Agreement and the other Loan Documents were substantially
negotiated in the State of Arizona,  this Agreement and the other Loan Documents
were executed and delivered by Borrower and Lender in the State of Arizona,  all
payments  under the Equipment Note will be delivered in the State of Arizona and
there  are  substantial  contacts  between  the  parties  and  the  transactions
contemplated  herein and the State of  Arizona.  For  purposes  of any action or
proceeding arising out of this Agreement or any of the other Loan Documents, the
parties hereto hereby  expressly  submit to the  jurisdiction of all federal and
state courts  located in the State of Arizona and Borrower  consents that it may
be served with any process or paper by  registered  mail or by personal  service
within or without  the State of  Arizona  in  accordance  with  applicable  law.
Furthermore,  Borrower waives and agrees not to assert in any such action,  suit
or proceeding  that it is not  personally  subject to the  jurisdiction  of such
courts,  that the action, suit or proceeding is brought in an inconvenient forum
or that venue of the action, suit or proceeding is improper. It is the intent of
the parties  hereto that all provisions of this Agreement and the Equipment Note
shall be  governed  by and  construed  under the laws of the  State of  Arizona,
without  giving effect to its principles of conflicts of law. To the extent that
a court of competent jurisdiction finds Arizona law inapplicable with respect to
any  provisions  of this  Agreement or the  Equipment  Note,  then,  as to those
provisions  only,  the laws of the state(s) where the Equipment is located shall
be deemed to apply. Nothing in this Section shall limit or restrict the right of
Lender to commence any  proceeding in the federal or state courts located in the
state(s)  in which the  Equipment  is located to the  extent  Lender  deems such
proceeding  necessary  or advisable to exercise  remedies  available  under this
Agreement or the other Loan Documents.

         L.  Counterparts.  This  Agreement and the other Loan  Documents may be
executed in one or more counterparts, each of which shall be deemed an original.

         M. Assignment by Lender;  Binding Effect. Lender may assign in whole or
in part its rights under this Agreement.  Upon any  unconditional  assignment of
Lender's  entire right and interest  hereunder,  Lender shall  automatically  be
relieved,  from and  after the date of such  assignment,  of  liability  for the
performance of any obligation of Lender contained herein. This Agreement and the
other Loan Documents  shall be binding upon and inure to the benefit of Borrower
and Lender and their  respective  successors and permitted  assigns,  including,
without limitation,  any United States trustee,  any debtor in possession or any
trustee appointed from a private panel.

         N. Survival.  Except for the conditions of Closing set forth in Section
2,  which  shall  be   satisfied  or  waived  as  of  the  Closing   Date,   all
representations, warranties, agreements, obligations and indemnities of Borrower
and  Lender  set forth in this  Agreement  and the other  Loan  Documents  shall
survive the Closing.

         O.  Waiver  of Jury  Trial and  Punitive,  Consequential,  Special  and
Indirect  Damages.  BORROWER  AND  Lender  HEREBY  KNOWINGLY,   VOLUNTARILY  AND
INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO
ANY AND ALL ISSUES  PRESENTED IN ANY ACTION,  PROCEEDING,  CLAIM OR COUNTERCLAIM
BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER OR ITS SUCCESSORS WITH
RESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS  AGREEMENT,  ANY
OF THE OTHER  LOAN  DOCUMENTS  OR ANY  DOCUMENT  CONTEMPLATED  HEREIN OR RELATED
HERETO.  THIS  WAIVER BY THE  PARTIES  HERETO OF ANY RIGHT  EITHER MAY HAVE TO A
TRIAL BY JURY HAS BEEN  NEGOTIATED AND IS AN ESSENTIAL  ASPECT OF THEIR BARGAIN.
FURTHERMORE, BORROWER AND LENDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVE THE RIGHT  EITHER MAY HAVE TO SEEK  PUNITIVE,  CONSEQUENTIAL,  SPECIAL AND
INDIRECT  DAMAGES  FROM THE OTHER AND ANY OF THE OTHER'S  AFFILIATES,  OFFICERS,
DIRECTORS OR EMPLOYEES  OR ANY OF THEIR  SUCCESSORS  WITH RESPECT TO ANY AND ALL
ISSUES  PRESENTED IN ANY ACTION,  PROCEEDING,  CLAIM OR COUNTERCLAIM  BROUGHT BY
EITHER  PARTY  AGAINST  THE OTHER OR ANY OF THE  OTHER'S  AFFILIATES,  OFFICERS,
DIRECTORS  OR EMPLOYEES  OR ANY OF THEIR  SUCCESSORS  WITH RESPECT TO ANY MATTER
ARISING  OUT OF OR IN  CONNECTION  WITH THIS  AGREEMENT,  ANY OF THE OTHER  LOAN
DOCUMENTS OR ANY DOCUMENT  CONTEMPLATED  HEREIN OR RELATED HERETO. THE WAIVER BY
BORROWER AND LENDER OF ANY RIGHT THEY MAY HAVE TO SEEK PUNITIVE,  CONSEQUENTIAL,
SPECIAL AND INDIRECT DAMAGES HAS BEEN NEGOTIATED BY THE PARTIES HERETO AND IS AN
ESSENTIAL ASPECT OF THEIR BARGAIN.



                                       19
<PAGE>


         P. Estoppel Certificate. At any time, and from time to time, each party
agrees,  promptly  and in no event later than  fifteen (15) days after a request
from the other party,  to execute,  acknowledge and deliver to the other party a
certificate  in the form  supplied  by the other  party,  certifying  as to such
information  reasonably  requested  by the other party in  connection  with this
Agreement and the other Loan Documents.

         Q.   Transfers,   Participations   and   Securitizations.    Transfers,
Participations  and  Securitizations.  (1) A  material  inducement  to  Lender's
willingness to complete the  transactions  contemplated by the Loan Documents is
Borrower's  agreement  that  Lender  may,  at any  time,  complete  a  Transfer,
Participation  or  Securitization  with  respect  to the  Equipment  Note,  this
Agreement  and/or any of the other Loan Documents or any or all servicing rights
with respect thereto.

         (2)  Borrower  agrees  to  cooperate  in  good  faith  with  Lender  in
connection with any such Transfer,  Participation  and/or  Securitization of the
Equipment Note, this Agreement and/or any of the other Loan Documents, or any or
all servicing rights with respect  thereto,  including,  without  limitation (i)
providing such  documents,  financial and other data, and other  information and
materials (the "Disclosures")  which would typically be required with respect to
the  Borrower   Parties  by  a  purchaser,   transferee,   assignee,   servicer,
participant,  investor or rating agency  involved with respect to such Transfer,
Participation or Securitization,  as applicable; provided, however, the Borrower
Parties  shall  not  be  required  to  make   Disclosures  of  any  confidential
information or any information  which has not previously been made public unless
required by applicable  federal or state  securities laws; and (ii) amending the
terms  of  the  transactions  evidenced  by the  Loan  Documents  to the  extent
necessary  so  as  to  satisfy  the  requirements  of  purchasers,  transferees,
assignees,  servicers,  participants,  investors  or  selected  rating  agencies
involved in any such Transfer, Participation or Securitization,  so long as such
amendments would not have a material adverse effect upon the Borrower Parties or
any of the primary  economic terms of the transactions  contemplated  hereunder.
Lender  shall  be  responsible  for  preparing  at  its  expense  any  documents
evidencing the amendments referred to in the preceding subitem (ii).

         (3) Borrower  consents to Lender providing the Disclosures,  as well as
any other  information  which  Lender  may now have or  hereafter  acquire  with
respect  to the  Premises,  the  Equipment  or the  financial  condition  of the
Borrower Parties to each purchaser, transferee, assignee, servicer, participant,
investor or rating agency involved with respect to each Transfer,  Participation
and/or Securitization,  as applicable. Lender and Borrower (and their respective
Affiliates)  shall  each pay their own  attorneys  fees and other  out-of-pocket
expenses  incurred  in  connection  with the  performance  of  their  respective
obligations under this Section.

         (4)  Notwithstanding   anything  to  the  contrary  contained  in  this
Agreement  or the other Loan  Documents:  (a) an Event of Default or a breach or
default,  after the passage of all applicable  notice and cure or grace periods,
under  any  Loan  Document  or  Other  Agreement  which  relates  to a  loan  or
sale/leaseback  transaction  which has not been the subject of a Securitization,
Participation  or Transfer  shall not constitute an Event of Default or a breach
or default,  as  applicable,  under any Loan Document or Other  Agreement  which
relates to a loan which has been the subject of a Securitization,  Participation
or Transfer;  (b) an Event of Default or a breach or default,  after the passage
of all applicable  notice and cure or grace periods,  under any Loan Document or
Other Agreement which relates to a loan which is included in any Loan Pool shall
not constitute an Event of Default or a breach or default, as applicable,  under
any Loan Document or Other  Agreement  which relates to a loan which is included
in  any  other  Loan  Pool;  (c)  the  Loan   Documents  and  Other   Agreements
corresponding  to the loans in any Loan Pool shall not secure the obligations of
any of the Borrower  Parties and/or any Affiliate of any of the Borrower Parties
contained in any Loan Document or Other Agreement which does not correspond to a
loan in such Loan Pool; and (d) the Loan Documents and Other Agreements which do
not  correspond to a loan in any Loan Pool shall not secure the  obligations  of
any of the Borrower  Parties and/or any Affiliate of any of the Borrower Parties
contained in any Loan  Document or Other  Agreement  which does  correspond to a
loan in such Loan Pool.

         10.  Substitution.  If Borrower  exercises  its right to  substitute  a
Substitute  Premises for a Mortgaged  Premises pursuant to the terms of the Loan
Agreement and the Equipment Loan is still outstanding, Borrower shall substitute
Substitute  Equipment  located at such  Substitute  Premises  for the  Equipment
located at such Mortgaged  Premises,  such substitution to occur  simultaneously
with  the  closing  of the  substitution  of  such  Substitute  Premises  and be
otherwise on the following conditions:

                  (1)      The proposed Substitute Equipment must:



                                       20
<PAGE>

                           (a) be suitable for  use in  a Permitted  Concept and
                  in good condition and repair, ordinary wear and tear excepted;

                           (b) be owned by and  vested  in  Borrower,  free  and
                  clear of all liens and encumbrances; and

                           (c) have a fair market value no less than the greater
                  of the then fair market value of the  Equipment to be replaced
                  or the fair market value of such  Equipment as of the Closing,
                  all as reasonably  determined by Lender's in-house  inspectors
                  and underwriters.

                  (2) Lender shall have  inspected  and approved the  Substitute
         Equipment  utilizing  Lender's  customary   equipment   inspection  and
         underwriting  approval criteria.  Borrower shall have reimbursed Lender
         for  all of its  costs  and  expenses  incurred  with  respect  to such
         proposed   substitution,   including,   without  limitation,   Lender's
         inspectors' costs and expenses with respect to the proposed  Substitute
         Equipment.  Borrower shall be solely responsible for the payment of all
         costs  and  expenses   resulting   from  such  proposed   substitution,
         including,   without  limitation,  UCC  search  and  litigation  search
         charges, attorneys' fees of Borrower and reasonable attorneys' fees and
         expenses of Lender,  stamp taxes,  mortgage  taxes,  transfer fees, and
         escrow,  filing and recording fees (including  preparation,  filing and
         recording fees for UCC continuation statements);

                  (3) Lender shall have received UCC search  results  indicating
         that the Substitute Equipment is free and clear of all liens,  security
         interests and encumbrances;

                  (4) Borrower  shall  deliver,  or cause to be delivered,  such
         legal  opinions as Lender may  reasonably  require  with respect to the
         proposed  substitution,  all in a form  and  substance  which  would be
         satisfactory  to a prudent  institutional  mortgage loan lender and its
         counsel.  If the  Equipment  Loan  is part  of a  Securitization,  such
         opinions shall include,  without  limitation,  an opinion of counsel to
         the rating  agencies which have issued ratings in connection  with such
         Securitization that the substitution does not constitute a "significant
         modification" of such Equipment Loan under Section 1001 of the Internal
         Revenue  Code or otherwise  cause a tax to be imposed on a  "prohibited
         transaction" by any REMIC Trust;

                  (5)      no  Event of  Default  shall  have  occurred  and  be
         continuing under any of the Loan Documents;

                  (6)  Borrower  Parties  and  the  Lessee  Parties  shall  have
         executed such  documents as are  comparable  to the security  documents
         executed  and  delivered  at  Closing,  as  applicable  (but  with such
         revisions as may be  reasonably  required by Lender to address  matters
         unique to the  Substitute  Equipment) or amendments to such  documents,
         including,  without  limitation,  an  amendment to this  Agreement,  an
         amendment  to the  Master  Lease and UCC-1  Financing  Statements  (the
         "Substitute  Documents"),  to provide Lender with a first priority lien
         on and security interest in the proposed Substitute Equipment,  and all
         other  rights,  remedies  and  benefits  with  respect to the  proposed
         Substitute  Equipment  which  Lender  holds  in  the  Equipment  to  be
         replaced,  all of  which  documents  shall  be in  form  and  substance
         reasonably satisfactory to Lender;

                  (7)  the  representations  and  warranties  set  forth  in the
         Substitute  Documents and Section 4 of this Agreement applicable to the
         proposed Substitute Premises and Substitute Equipment shall be true and
         correct in all material  respects as of the date of  substitution,  and
         Borrower  shall have  delivered to Lender an officer's  certificate  to
         that effect;

                  (8) Borrower  shall have delivered to Lender  certificates  of
         insurance and insurance policies showing that all insurance required by
         the Substitute Documents is in full force and effect;

                   Upon satisfaction of the foregoing conditions with respect to
         the release of the Equipment to be replaced:


                                       21
<PAGE>

                  (a)   the  proposed   Substitute  Equipment  shall  be  deemed
         substituted for the Equipment to be  replaced;

                  (b)   the Substitute Equipment  shall be referred to herein as
         "Equipment" and shall secure  the same  Obligations as  were secured by
          the Equipment that was replaced;

                  (c)   the Substitute  Documents shall  be dated as of the date
          of the substitution; and

                  (d) Lender will release, or cause to be released,  the lien of
         this  Agreement,  the UCC-1  Financing  Statements  and any other  Loan
         Documents encumbering the replaced Equipment; and

                  (e) at the closing of the substitution,  Borrower shall convey
         without  warranty or recourse the  replaced  Equipment to a third party
         other than any of the Borrower Parties.

         11.  Assignment  of Rents and  Equipment  Leases.  (i) Borrower  hereby
assigns,  transfers,  conveys and sets over to Lender all of Borrower's  estate,
right,  title and interest in, to and under the Equipment Leases,  together with
any  changes,  extensions,  revisions or  modifications  thereof and all rights,
powers,  privileges,  options and other benefits of Borrower as the lessor under
the Equipment Leases regarding the current lessees and any future lessees of any
of the Equipment,  and all rents, issues, profits,  royalties,  income and other
benefits  derived from the  Equipment  Leases,  whether now due,  past due or to
become due (collectively, the "Rents"). Borrower irrevocably appoints Lender its
true and lawful attorney-in-fact,  at the option of Lender, at any time and from
time to time upon an Event of  Default,  to take  possession  and control of the
Equipment, pursuant to Borrower's rights under the Equipment Leases, to exercise
any of Borrower's  rights under the Equipment Leases and to demand,  receive and
enforce payment, to give receipts,  releases and satisfaction and to sue, in the
name of Borrower or Lender,  for all of the Rents. The power of attorney granted
hereby shall be  irrevocable  and coupled  with an interest and shall  terminate
only upon the  payment of all sums due Lender for all  losses,  costs,  damages,
fees and  expenses  whatsoever  associated  with the  exercise  of this power of
attorney,  and Borrower hereby releases Lender from all liability (other than as
a result of the gross negligence or willful misconduct of Lender) whatsoever for
the exercise of the foregoing  power of attorney and all actions taken  pursuant
thereto.  The  consideration  received by  Borrower to execute and deliver  this
assignment  and the liens  and  security  interests  created  herein is  legally
sufficient  and will  provide  a direct  economic  benefit  to  Borrower.  It is
intended by Borrower and Lender that the assignment set forth herein constitutes
an absolute  assignment and not merely an assignment  for  additional  security.
Notwithstanding  the foregoing,  this assignment  shall not be construed to bind
Lender to the  performance of any of the covenants,  conditions or provisions of
Borrower contained in the Equipment Leases or otherwise to impose any obligation
upon Lender,  and so long as no Event of Default has occurred and is continuing,
Borrower  shall have a license,  revocable  upon the  occurrence  and during the
continuance  of an Event of Default,  to possess and control the  Equipment  and
collect and receive all Rents. Upon the occurrence and during the continuance of
an Event of Default, such license shall be automatically revoked.

         (ii) Upon the  occurrence  and during the  continuance  of any Event of
Default,  Lender  may,  at any  time  without  notice  (except  if  required  by
applicable law), either in person,  by agent or by a  court-appointed  receiver,
regardless  of the  adequacy  of  Lender's  security,  and at its sole  election
(without any obligation to do so),  enter upon the Premises and take  possession
and control of the Equipment, or any part thereof, to perform all acts necessary
and appropriate to operate and maintain any of the Equipment, including, but not
limited to, execute,  cancel or modify the Equipment Leases, make repairs to any
of the Equipment, execute or terminate contracts providing for the management or
maintenance  of any of the  Equipment,  all on such terms as are deemed  best to
protect the security of this Agreement,  and in Lender's or Borrower's name, sue
for or otherwise  collect such Rents as specified in this  Agreement as the same
become  due and  payable,  including,  but not  limited  to,  Rents then due and
unpaid.  Lender may so sue for or  otherwise  collect such Rents with or without
taking  possession of any of the Equipment.  Borrower shall hold that portion of
the Rents  which is  sufficient  to  discharge  all  current  sums due under the
Equipment  Note for use in the payment of such sums.  Borrower  agrees that upon
the occurrence and during the continuance of an Event of Default, each lessee of
any of the Equipment  shall make its rent payable to and pay such rent to Lender
(or Lender's  agents) on Lender's  written  demand  therefor,  delivered to such
lessee  personally,  by mail, or by delivering  such demand to each rental unit,
without any  liability  on the part of said lessee to inquire  further as to the
existence of an Event of Default by Borrower.



                                       22
<PAGE>

         (iii) All Rents  collected  subsequent to any Event of Default shall be
applied at the direction  of, and in such order as determined  by, Lender to the
costs,  if any, of taking  possession  and control of and managing the Equipment
and  collecting  such  amounts,   including,  but  not  limited  to,  reasonable
attorney's fees, receiver's fees, premiums on receiver's bonds, costs of repairs
to any of the Equipment,  premiums on insurance policies, taxes, assessments and
other  charges  on any of the  Equipment,  and  the  costs  of  discharging  any
obligation or liability of Borrower with respect to the Equipment  Leases and to
the sums secured by this Agreement.  Lender or the receiver shall have access to
the books and records used in the operation and maintenance of the Equipment and
shall be liable to account only for those Rents actually received.

         (iv) Lender shall not be liable to Borrower,  anyone  claiming under or
through  Borrower or anyone having an interest in any of the Equipment by reason
of  anything  done or left undone by Lender  hereunder,  except to the extent of
Lender's gross negligence or willful misconduct.

         (v) Any entering upon the Premises and taking possession and control of
any of the Equipment by Lender or the receiver and any  application  of Rents as
provided  herein  shall  not cure or waive  any Event of  Default  hereunder  or
invalidate any other right or remedy of Lender under  applicable law or provided
therein.







                                       23

<PAGE>


         IN  WITNESS  WHEREOF,  Borrower  and  Lender  have  entered  into  this
Agreement as of the Closing Date.

              Lender:

              GE CAPITAL FRANCHISE FINANCE CORPORATION, a Delaware
              corporation


              By   /s/ Harold Vinson
                 ------------------------------------------------------
              Printed Name   Harold Vinson
                           --------------------------------------------
              Its   Senior Vice President
                  -----------------------------------------------------

              BORROWER:

              TW REAL ESTATE II, LLC, a Delaware limited liability
              company

              By TW Management II, Inc., a Delaware corporation,
                    its managing member


              By   /s/ Glennon F. Mattinlgy
                 ------------------------------------------------------
                   Glennon F. Mattingly
                    Its Chief Financial Officer


              U.S. Federal Tax Identification Number:

              68-0534570

              Organization Identification Number:

              3604529

              Principal Place of Business:

              Louisville, Kentucky








                                       24
<PAGE>


                                POWER OF ATTORNEY

         Lender may act as  attorney-in-fact  or otherwise on behalf of Borrower
pursuant to Sections 2(b), 3, 5.J, 7.B and 11 of this  Agreement.  This power of
attorney  is  coupled  with an  interest,  is  durable  and is not  affected  by
subsequent disability or incapacity of the principal or lapse of time.

            SLR                               Glennone F. Mattingly
         ----------------                   --------------------
         Witness                            Borrower

                                                          WITNESS

         In accordance with the requirements of Arizona Revised Statutes Section
14-5506 and other  applicable  law, the  undersigned has executed this Agreement
for the purpose of witnessing the grant of the powers of attorney by Borrower to
Lender.
                                              Sharon Rush
                                            ------------------------------------






                                       25
<PAGE>


STATE OF ARIZONA                            )
                                            ) SS.
COUNTY OF MARICOPA                          )


         The foregoing  instrument was acknowledged before me on December 31,
2002 by __Harold Vinson__________________, __Senior Vice President________ of GE
Capital Franchise Finance Corporation, a Delaware corporation,  on behalf of the
corporation.


                                                       /s/   Susan Hvidsten
                                                          Notary Public

My Commission Expires: February 29, 2004 [stamp and seal]






STATE OF ARIZONA                            )
                                            ) SS.
COUNTY OF MARICOPA                          )


         The foregoing  instrument was acknowledged before me on December 31,
2002 by Glennon F. Mattingly, Chief Financial Officer of TW Management II, Inc.,
a Delaware  corporation,  managing  member of TW Real Estate II, LLC, a Delaware
limited liability company, on behalf of the limited liability company.


                                                         /s/ Susan Hvidsten
                                                          Notary Public

My Commission Expires:February 29, 2003 [stamp and seal]









                                       26
<PAGE>


                                    EXHIBIT A

                                    PREMISES
<TABLE>
<CAPTION>

                                                   ddress
   FFC No.         Unit No.       A                              City                  State
   -------         --------       -                              ----                  -----
<S>                   <C>         <C>                            <c>                     <c>
  8001-5179            8          4255 Outer Loop                Louisville              KY
  8001-5181           17          7484 Tuftway Road              Florence                KY
  8001-5182           18          1780 Scottsville Road          Bowling Green           KY
  8001-5183           24          5257 Frederica Street          Owensboro               KY
  8001-5187           35          4147 Burbank Road              Wooster                 OH
  8001-5188           36          3780 W. Broad Street           Columbus                OH
  8001-5189           37          511 Market Square Drive        Maysville               KY
  8001-5200           40          8607 US 24 West                Ft. Wayne               IN
  8001-5201           41          6959 East Broad Street         Columbus                OH
  8001-5202           43          2030 East Dorothy Lane         Kettering               OH
  8001-5203           44          9343 Colerain Avenue           Cincinnati              OH
  8001-5204           45          6040 Lima Road                 Ft. Wayne               OH
  8001-5205           46          1868 US Highway 41 North       Henderson               KY
  8001-5206           48          5230 Beechmont Avenue          Cincinnati              OH
  8001-5207           52          3550 Springhurst Commons       Louisville              KY



</TABLE>








                                       27

<PAGE>


                                   SCHEDULE I

                                 LEASED PREMISES



  FFC No.      Unit No.       Address                         City        State
  -------      --------       -------                         ----        -----
 8001-5200        40          8607 US 24 West                Ft. Wayne     IN
 8001-5201        41          6959 East Broad Street         Columbus      OH
 8001-5202        43          2030 East Dorothy Lane         Kettering     OH
 8001-5203        44          9343 Colerain Avenue           Cincinnati    OH
 8001-5204        45          6040 Lima Road                 Ft. Wayne     OH
 8001-5205        46          1868 US Highway 41 North       Henderson     KY
 8001-5206        48          5230 Beechmont Avenue          Cincinnati    OH
 8001-5207        52          3550 Springhurst Commons       Louisville    KY






                                       28

</TEXT>
</DOCUMENT>
