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                        PHOENIX RESTAURANT GROUP, INC.

                             MANAGEMENT AGREEMENT



     THIS AGREEMENT is entered into as of the 26th day of January, 2001 by

and between Desert Management, LLC, an Arizona Limited Liability Company

(hereinafter referred to as "Manager"), and Phoenix Restaurant Group, Inc.,

a Georgia Corporation (hereinafter referred to as "PRG").



     WHEREAS, PRG owns and operates a Denny's restaurant franchise consisting

of seventy-five (75) units in various locations; and



     WHEREAS, PRG wishes to retain Manager to provide operational oversight

for the Denny's restaurants; and



     WHEREAS, PRG wishes to retain Manager to assist it in various projects

related to the operations and divestiture of its Denny's Restaurants; and



     WHEREAS, Manager agrees to accept such duties;



     NOW, THEREFORE, in consideration of the above stated premises, the

mutual covenants contained herein and other good and valuable consideration,

the parties agree as follows:



                                  Section 1

                                  ---------

                                     Term

                                     ----



     The term of this agreement shall be ninety (90) days commencing as of

January 26, 2001, (the "Effective Date") and terminating ninety (90) days

thereafter (the "Term").







                                       1





                                   Section 2

                                   ---------

                             Retention of Authority

                             ----------------------



     Throughout the Term of this Agreement, PRG shall retain all authority

and control over the strategic, accounting and professional functions and

decisions of PRG's operations of its Denny's restaurants.  PRG shall

communicate any necessary corporate policies and directives to Manager, and

Manager shall be entitled to rely on and assume the validity of

communications from, and shall report to, the Chief Executive Officer ("CEO")

of PRG.  The relationship between the parties, for the purposes of this

Agreement, is not that of partners or joint venturers; but rather, Manager is

acting as the independent contractor of PRG in discharging Manager's duties

hereunder.



                                   Section 3

                                   ---------

                               Duties of Manager

                               -----------------



     Manager shall be responsible for the operational oversight for PRG's

seventy-five (75) Denny's restaurants (the "Denny's Restaurants"), which are

listed on Exhibit A attached hereto and incorporated herein by reference.

Specifically, Manager shall have the following duties:



     3.1  Management.  Manager shall have the authority and responsibility to

oversee the day-to-day operations of the Denny's Restaurants, and for

providing such services as are required for the efficient operation of the

Denny's Restaurants.  Manager shall carry out its duties at the direction of

the CEO of PRG and keep the CEO of PRG informed as to all major decisions

affecting PRG.  Manager shall make no material policy changes without the

prior approval of PRG.  In this connection, Manager shall have all reasonable

discretion in the operations of the Denny's Restaurants, and shall exercise

its reasonable judgment in the management and operations of the Denny's

Restaurants in the absence of direction from the CEO of PRG.









                                        2





     3.2  Personnel.  The selection of Personnel "above store level" and

their replacements shall be subject to PRG's approval. Manager shall consult

with PRG in determining the number and qualifications of employees required

for the efficient operation of the Denny's Restaurants, and in establishing

and revising in-service training programs, staffing schedules and job

descriptions, all in order to accomplish the goals and objectives of PRG and

Manager.



     PRG shall be solely responsible for the payment of all such

compensation, including fringe benefits, payable with respect to such

employees.  PRG shall also be responsible for the employer's contribution of

FICA, unemployment compensation and other employment taxes, worker's

compensation, group life and accident and health insurance premiums and other

similar benefits which may be payable by PRG with respect to its employees.

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