ASSET PURCHASE AGREEMENT



         THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made as of May 11,

2000 (the "Effective Date"), by and between Sailormen, Inc., a Florida

corporation ("Purchaser"), and RMS Family Restaurants, Inc, a Georgia

corporation ("Seller").



                                    RECITALS



         WHEREAS, Seller owns and/or operates seventy-three (73) retail fast

food stores trading under the names Popeyes Chicken and Biscuits (as to 71

locations) and Churchs Chicken (as to two (2) locations) that sell chicken and

related food items (all of such activities, only to the extent conducted by the

Stores, are referred to as the "Business");



         WHEREAS, Seller owns, or will own prior to the Closing, the premises of

twelve (12) stores, which are identified on Exhibit A (the "Owned Stores");



         WHEREAS, Sellers leases the premises for sixty-one (6 1) stores, which

are identified on Exhibit B (the "Leased Stores");



         WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires to

purchase from Seller, the assets comprising the Business, all on the terms and

subject to the conditions set forth herein.



                                    AGREEMENT



         NOW, THEREFORE, in consideration of the Recitals, the mutual covenants,

conditions, and agreements herein set forth and for other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged by

the parties hereto, it is hereby agreed that:



                                    ARTICLE I

                                   DEFINITIONS



When used in this Agreement, the following terms shall have the meanings

specified:



         1.1 Accounts means all accounts receivable and associated rights

arising from the sale of goods and services in the ordinary course of the

Business and outstanding as of the Closing Date.



         1.2 Affiliate means, with respect to any specified Person, (i) any

other Person "controlling", "controlled by" or "under common control with" such

specified Person, (ii) any officer, director, member or partner of such

specified Person, or (iii) any other Person of which such specified person is an

officer director, member or partner.



<PAGE>



         1.3 Agreement means this Asset Purchase Agreement, together with the

Exhibits attached hereto, as the same may be amended from time to time in

accordance with the terms hereof



         1.4 Assets means, collectively, the Owned Stores, Leased Stores, Fixed

Assets, Designated Contracts, Intangible Assets, Intellectual Property, Books

and Records, and prepaid expenses, together with all goodwill associated with

the Business (to the extent such goodwill is not included in the Intellectual

Property or is not separately owned by AFC Enterprises, Inc. ("Franchisor")) and

all miscellaneous office supplies; provided, however, the Assets shall not

include the Excluded Assets.



         1.5 Assignment and Assumption Agreement means the Assignment and

Assumption Agreement between Seller and Purchaser relating to the Designated

Contracts and the Assumed Liabilities, in the form of Exhibit C attached hereto.



         1.6 Assumed Liabilities means Seller's obligations under the Designated

Contracts to the extent such obligations arise and accrue for periods after the

Closing Date and Seller's vacation obligations to Employees subsequently hired

by Purchaser.



         1.7 Bill of Sale means the Bill of Sale from Seller to Purchaser

relating to the Assets, in the form of Exhibit D attached hereto.



         1.8 Books and Records means original or true and complete copies of all

of the books, records, files, data and information of Seller concerning the

Assets and the Business (including without limitation, financial and accounting

records relating to the Assets, purchase orders and invoices, sales orders and

sales order log books, credit and collection records, correspondence and

miscellaneous records with respect to customers and supply sources and all other

general correspondence).



         1.9 Closing means the meeting of the parties to be held at a mutually

agreeable location at 10:00 a.m., local time, on the "Closing Date", which shall

be the date agreed to by the Purchaser and Seller which is as early as

reasonably possible following Purchaser's obtaining the financing described in

Section 4.6, but in no event later than July 17, 2000 (and absent an agreement

shall be July 17, 2000).



         1.10 Code means the Internal Revenue Code of 1986, as amended, and the

regulations promulgated thereunder.



         1.11 Deeds means the Deeds, dated as of the Closing Date, conveying the

Owned Stores to Purchaser, in the forms of Exhibit E attached hereto.



         1.12 Designated Contracts means all Third Party Leases and all of those

contracts, agreements, purchase orders, leases, license agreements,

relationships and other commitments that are specifically listed on Schedule 1.

12 attached hereto, including all agreements with Franchisor (collectively, the

"Franchise Agreements").



         1.13 Intentionally left blank.



         1.14 Intentionally left blank.



         1.15 Employee means an employee of Seller whose employment duties are

devoted solely to one (1) or more of the Stores or the Business immediately

before the Closing Date.



         1.16 Employee Benefit Plan means an "employee benefit plan" as defined

in Section 3(3) of ERISA and any other plans that provide compensation or other

benefits, whether or not subject to ERISA, to any present or former employee of

Seller, or any dependent or beneficiary thereof.



         1.17 ERISA means the Employee Retirement Income Security Act of 1974,

as amended.



         1.18 Escrow Agent means Katten Muchin Zavis.



         1.19 Excluded Assets means the Seller's corporate records and

organizational documents, and all insurance policies obtained by Seller (whether

or not related to the Business or the Stores), Inventory, Accounts and Seller's

cash and deposits.



<PAGE>



         1.20 Fixed Assets means all tangible personal property listed on

Schedule 1.20 attached hereto, which includes all furniture, fixtures, trade

fixtures, equipment, machinery and signs associated with or related to the

Stores and all building improvements, to the extent owned by Seller.



         1.21 GAAP means generally accepted accounting principles.



         1.22 Intentionally left blank.



         1.23 Intangible Assets means (a) all telephone numbers and facsimile

numbers related to the Stores, (b) advertising and marketing information,

drawings, materials and brochures, and operating procedures related to the

Stores, (c) claims or rights, Permits, approvals and licenses related to the

Stores (but only to the extent assignable), and (d) all other intangible assets

necessary or beneficial to the operation of the Business or ownership of the

Assets.



         1.24 Intellectual Property means all right, title and interest of

Seller in all of the following which are used in or necessary forthe operation

of the Business as of the Effective Date (portions of which may be restricted

under the Franchise Agreements or other licenses): (a) trade names, trademarks,

and service marks, patents, patent rights, copyrights, whether domestic or

foreign (as well as applications, registrations or certificates for any of the

foregoing), inventions, proprietary processes, trade secrets and confidential

business information (including ideas, research and development, know-how,

compositions, designs, drawings, specifications, vendor lists, pricing and cost

information and business and market plans and proposals); (b) computer software

and source code (including hard copy and soft copy as well as all data and

related documentation) excepting any such items listed on Schedule 1.24 hereto;

(c) financial models; (d) accounting systems excepting any such items listed on

Schedule 1.24 hereto; and all licenses, contracts and agreements related to the

foregoing.



         1.25 Inventory means all inventories of generally acceptable quality,

usable according to Popeye's current menu and held for use or sale by Seller in

connection with the operation of the Business as of the Closing Date, including

without limitation all food supplies.



         1.26 IRS means the Internal Revenue Service of the United States.



         1.27 Key Employees means those Employees listed on Schedule 1.27

hereto.



         1.28 Knowledge of Purchaser means the actual knowledge of any person

listed on Schedule 1.28 attached hereto.



         1.29 Knowledge of Seller means the actual knowledge of any person

listed on Schedule 1.29 attached hereto.



         1.30 Law means any currently existing and applicable federal, state,

local or other law or governmental requirement of any kind, and the rules,

regulations and orders promulgated thereunder.



         1.31 Lease Amendments means the amendments with respect to the Third

Party Leases, effective as of the Closing Date, by and between Purchaser and

Third Party Lessors, as listed in Schedule 1.3 1.



         1.32 Leased Stores means the Stores identified on Exhibit B, which

Leased Stores are subject to the Third Party Leases.



         1.33 Owned Stores means the Stores identified on Exhibit A, including

the real property, all improvements and fixtures thereon, and all easements,

rights-of-way, and other appurtenances thereto.



         1.34 Permits means all governmental approvals, authorizations,

registrations, permits and licenses necessary or required for the ownership of

the Assets and the conduct of the Business, including but not limited to, all of

such Permits being listed on Schedule 1.34 attached hereto.



         1.35 Permitted Liens and Encumbrances means those liens and

encumbrances affecting the Assets that are specifically listed on Schedule 1.35

hereto, statutory liens for taxes not yet due, liens for Assumed Liabilities of

carriers, warehousemen, mechanics and materialmen incurred in the ordinary

course of business for sums not yet due, encumbrances under leases included in

the Assets, but only to the extent they do not interfere with Purchaser's use of

the Assets, encumbrances or restrictions of record relating to the Real



<PAGE>



Property, but only to the extent they do not interfere with Purchaser's use of

the Real Property, and immaterial imperfections of title which do not have a

material adverse effect on the value of the Assets, including matters as defined

in Section 5. 1 3), provided Seller pays for the cost of all endorsements to

have Purchaser's selected title company affirmatively insure Purchaser and its

lender from any loss or damage arising from same.



         1.36 Real Property means all real property comprising the premises of

the Stores together with all improvements and fixtures thereon.



         1.37 Required Consents means those consents required from (i) parties

to the Designated Contracts that are necessary or required in order to give

effect to the transactions contemplated herein and that are specifically

identified on Schedule 1.37 attached hereto and (ii) consents from all

applicable government, regulatory or self-regulatory agencies which are

necessary or required to be obtained by Seller for the Closing.



         1.38 Seller's Officer Certificates means the certificates of Seller's

officers substantially in the forms of Exhibit E attached hereto.



         1.39 Stores means the seventy-three (73) fast food restaurant locations

owned and operated or leased and operated by Seller trading under the name

Popeyes (as to seventy-one (71) and Churches (as to two (2)) that sell fast

food, especially chicken and related products. "Stores Under Development" means

Stores that are in the process of being developed by Seller between the

Effective Date and the Closing Date as agreed to by Purchaser.



         1.40 Third Party Leases means the lease agreements by and between

Seller and Third Party Lessors pursuant to which Seller leases the premises of

sixty-one (61) Stores, each of which lease agreements are identified on Exhibit

B.

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