THIS SECURITIES PURCHASE AGREEMENT, dated as of the date of acceptance

set forth below, is entered into by and between TANNER'S RESTAURANT GROUP, INC.,

a Texas corporation, with headquarters located at 3500 Oakbrook Parkway, Suite

260, Norcross, GA 30093 (the "Company"), and each entity named on Schedule A

hereto (each, a "Buyer") (each agreement with a Buyer being deemed a separate

and independent agreement between the Company and such Buyer, except that each

Buyer acknowledges and consents to the rights granted to each other Buyer under

such agreement and the Transaction Agreements, as defined below, referred to

therein).



                              W I T N E S S E T H:



          WHEREAS, the Company and the Buyer are executing and delivering this

Agreement in accordance with and in reliance upon the exemption from securities

registration afforded by Section 4(2) of the 1933 Act; and



          WHEREAS, as of the date of this Agreement, the Company is, by virtue

of its direct obligations to a Buyer or by virtue of its assumption of certain

debts owed to a Buyer, indebted to certain Buyers, all as provided in Schedule A

annexed hereto, and the Company desires to have such debt ("Existing Debt to

Buyer") canceled or restated on the terms provided or contemplated below; and



          WHEREAS, each Buyer wishes to purchase, upon the terms and subject to

the conditions of this Agreement, 6% Secured Convertible Debentures of the

Company which will be convertible into shares of Common Stock, $.01 par value

per share of the Company (the "Common Stock"), upon the terms and subject to the

conditions of such Secured Convertible Debentures, and subject to acceptance of

this Agreement by the Company;



          NOW THEREFORE, in consideration of the premises and the mutual

covenants contained herein and other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the parties agree as

follows:



          1. AGREEMENT TO PURCHASE; PURCHASE PRICE.



          a. Purchase.



          (i) For the consideration specified for the Buyer in Schedule A, the

undersigned hereby agrees to purchase from the Company 6% Secured Convertible

Debentures in the principal amount set forth on the Buyer's signature page of

this Agreement (the "Debentures"), out of a total offering of $4,553,652 of such

Debentures (the "Aggregate Offering Amount"), and having the terms and

conditions and being in the form attached hereto as Annex I.



          (ii) The Buyer's purchase price for the Debentures (the "Purchase

Price") shall be as set forth on Schedule A hereto and shall consist of one or

more of the following, as provided in said Schedule A: (i) cancellation or

restatement of the Existing Debt to Buyer ("Debt Portion of the Purchase Price")

and (ii) cash, payable in United States Dollars ("Cash Portion of the Purchase

Price").





{PAGE}





          b. Certain Definitions. As used herein, each of the following terms

has the meaning set forth below, unless the context otherwise requires:



          (i) "Securities" means the Debentures and the Converted Shares (as

defined below).



          (ii) "Converted Shares" means the shares of Common Stock issuable upon

conversion of the Debentures.



          (iii) "Shares" means the shares of Common Stock representing the

Converted Shares.



          (iv) "Certificates" means the Debentures, duly executed by the Company

and issued in the name of the Buyer in the principal amount of the Purchase

Price of the Buyer.



          (v) "Closing Date" means the date of the closing of the purchase and

sale of the Debentures, as provided herein.



          (vi) "Effective Date" means the effective date of the Registration

Statement covering the Registrable Securities (as those terms are defined in the

Registration Rights Agreement defined below).



          (vii) "Market Price of the Common Stock" means the average closing bid

price of the Common Stock for the five (5) trading days ending on the trading

day immediately before the date indicated in the relevant provision hereof, as

reported by Bloomberg, LP or, if not so reported, as reported on the

over-the-counter market.



          (viii) "Person" means any living person or any entity, such as, but

not necessarily limited to, a corporation, partnership or trust.



          (ix) "Affiliate" means, with respect to a specific Person referred to

in the relevant provision, another Person who or which controls or is controlled

by or is under common control with such specified Person.



          (x) "Pledge Agreement" means the Pledge and Security Agreement

substantially in the form attached as Annex VI hereto.



          (xi) "Transaction Agreements" means the Securities Purchase Agreement,

the Debentures, the Registration Rights Agreement, the Pledge Agreement, and the

Joint Escrow Instructions (as defined below).



          (xii) "Escrow Funds" means the Purchase Price delivered to the Escrow

Agent as contemplated by Section 1(d) hereof.



          (xiii) "Escrow Property" means the Escrow Funds and the Certificates

delivered to the Escrow Agent as contemplated by Section 1(c) hereof.



          (xiv) "Buyer's Allocable Share" means the fraction of which the

numerator is the Purchase Price of the Buyer specified on the Buyer's signature

page of this Agreement and the denominator is the Aggregate Offering Amount.



          (xv) "Last Audited Date" means December 26, 1999.





                                       2

{PAGE}





          (xvi) "Acquisition Transaction" means the transaction pursuant to

which the Company, which may be after the date hereof, acquired or will acquire

all of the outstanding capital stock (all such shares, the "Fone Shares") of

Fone.com Limited , a corporation organized under the laws of England and Wales

(the name of which entity is anticipated to be changed to B4B Communications,

Inc.; "Fone").



          (xvii) "Acquisition Date" means the date the Acquisition Transaction

is consummated.



          c. Form of Payment; Delivery of Certificates.



          (i) (A) The Buyer shall pay the Cash Portion of the Purchase Price, if

any, by delivering immediately available good funds in United States Dollars to

the escrow agent (the "Escrow Agent") identified in the Joint Escrow

Instructions attached hereto as Annex II (the "Joint Escrow Instructions") on

the date prior to the Closing Date.



              (B) The Buyer agrees that, upon release of the Certificates from

escrow as provided herein and in the Joint Escrow Instructions, the Existing

Debt to Buyer shall be repayable in accordance with the terms of the Debenture,

without regard to the terms of the Existing Debt to Buyer as in effect prior to

the Closing Date, except that any security interest previously granted to the

Buyer shall be deemed to continue and remain in effect as and to the extent such

security interest is contemplated by the Transaction Agreements.



          (ii)    No later than the Closing Date, but in any event promptly

following payment by the Buyer to the Escrow Agent of the Cash Portion of the

Purchase Price, if any, the Company shall deliver the Certificates to the Escrow

Agent.



          (iii)   By signing this Agreement, each of the Buyer and the Company,

subject to acceptance by the Escrow Agent, agrees to all of the terms and

conditions of, and becomes a party to, the Joint Escrow Instructions, all of the

provisions of which are incorporated herein by this reference as if set forth in

full.



          d.      Method of Payment. Payment into escrow of the Cash Portion

the Purchase Price, if any, shall be made by wire transfer of funds to:



                  Bank of New York

                  350 Fifth Avenue

                  New York, New York 10001



                  ABA# 021000018

                  For credit to the account of Krieger & Prager LLP

                  Account No.: [To be provided to the Buyer by Krieger & Prager

                                LLP]

                  Re: Tanner's Transaction



Not later than 5:00 p.m., New York time, on the date which is two (2) New York

Stock Exchange trading days after the Company shall have accepted this Agreement

and returned a signed counterpart of this Agreement to the Escrow Agent by

facsimile, the Buyer shall deposit with the Escrow Agent the Cash Portion of the

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC