LICENSE AGREEMENT



        THIS AMENDED AND RESTATED LICENSE AGREEMENT (this "Agreement") is

entered into this 27th day of September, 2000, by and between SHONEY'S, INC.

(successor to Shoney's Investments, Inc.), a Tennessee corporation with offices

at 1727 Elm Hill Pike, Nashville, Tennessee 37210 ("Licensor"), and SHOLODGE

FRANCHISE SYSTEMS, INC., (formerly known as Shoney's Lodging, Inc.), a Tennessee

corporation with offices at 130 Maple Drive North, Hendersonville, Tennessee

37075 ("Licensee"). SHOLODGE, INC., (formerly known as Gulf Coast Development,

Inc.), a Tennessee corporation with offices at 130 Maple Drive North,

Hendersonville, Tennessee 37075 and the parent corporation of Licensee

("ShoLodge"), is executing this Agreement for the purposes set forth herein.



                               W I T N E S S E T H



        WHEREAS, Shoney's Investments, Inc. and Licensee entered into that

certain License Agreement on October 25, 1991 (the "License Agreement") pursuant

to which Licensor granted to Licensee a license to use certain service marks of

Licensor; and



        WHEREAS, Shoney's Investments, Inc. and Licensee previously amended the

License Agreement pursuant to Amendment No. 1 to License Agreement dated

September 16, 1992, Amendment No. 2 to License Agreement dated March 18, 1994,

Amendment No. 3 to License Agreement dated March 13, 1995, Amendment No. 4 to

License Agreement dated June 26, 1996 and Amendment No. 5 to License Agreement

dated October 25, 1996; and



        WHEREAS, SHN Investments, LLC subsequently succeeded to all of the

right, title and interest of Shoney's Investments, Inc. in and to the License

Agreement and the Licensed Marks (as defined herein); and



        WHEREAS, on or about August 30, 2000, SHN Investments LLC converted to a

corporation, Captain D's, Inc.; and



        WHEREAS, on or about September 19, 2000, Captain D's, Inc. transferred

the Licensed Marks (as defined herein) and all of its right, title and interest

therein (including, without limitation, the License Agreement) to Licensor; and



        WHEREAS, the Licensor and Licensee now desire to further amend and

restate their agreements contained in the License Agreement, as previously

amended;



                                      TERMS



        NOW, THEREFORE, in consideration of the premises and covenants contained

herein, and for other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, Licensor and Licensee agree as

follows:





{PAGE}   2



                                 I. DEFINITIONS



        Section 1.1. Motel. "Motel" shall mean first class limited-service motor

hotels intended to provide moderately priced motel rooms primarily for business

persons and vacationers which are owned, operated or franchised by Licensee

under the Licensed Marks.



        Section 1.2. Term. "Term" shall mean a period commencing on the date of

this Agreement and, unless sooner terminated as provided for herein, continuing

until the expiration of the last license agreement entered into between Licensee

and any of its franchisees for the operation of Motels.



        Section 1.3. Licensed Marks. "Licensed Marks" shall mean the service

mark "SHONEY'S INN" and design which was registered on February 16, 1982 with

the United States Patent and Trademark Office (the "USPTO") at Registration No.

1,190,289, the service mark "SHONEY'S INN" (block letters) which was registered

on August 4, 1992 with the USPTO at Registration No. 1,705,676, and the service

mark "SHONEY'S INN & SUITES" (block letters) which was registered on October 22,

1996 with the USPTO at Registration No. 2,011,023, and all common law rights

therein. Copies of the certificates of registration for the Licensed Marks are

attached hereto as Exhibit A. Should Licensor register with the USPTO additional

or different versions of the name "Shoney's Inn," Licensor agrees to notify

Licensee of such registration(s). Licensor and Licensee agree to thereafter

appropriately amend this Agreement so as to grant Licensee the same rights with

respect to such additional or different versions of such name as Licensee is

granted hereunder with respect to the Licensed Marks.



        Section 1.4. Territory. "Territory" shall mean the United States of

America, with the exception of those geographic areas described in Exhibit B

attached hereto and incorporated herein by reference. At such time as Licensor

or its affiliates obtain the right to use the name "Shoney's Inn" in connection

with lodging facilities in the excluded areas described in Exhibit B, such

excluded areas shall then be deemed included in the Territory. Further, at such

time as "Shoney's" restaurants are being operated or franchised in any foreign

country by Licensor or Licensor's affiliates, and the Licensed Marks have been

registered or otherwise protected in such foreign country, Licensor agrees to

notify Licensee of such registration or protection. Licensor and Licensee agree

to thereafter appropriately amend this Agreement so as to include such foreign

country within the Territory.



                 II. REPRESENTATIONS AND WARRANTIES OF LICENSOR



        Section 2.1. Ownership. Except as disclosed on Exhibit B, Licensor owns

the Licensed Marks free and clear of all liens, security interests,

encumbrances, claims, ownership interest, pledges, charges or interests of any

kind, whether voluntarily incurred or arising by operation of law or otherwise.

Except for the rights of Licensee and its franchisees granted pursuant to the

terms of this Agreement and the rights







                                       2

{PAGE}   3



reserved to the Licensor hereunder, no other person has any right to use the

Licensed Marks.



                              III. GRANT OF LICENSE



        Section 3.1. Grant. Licensor hereby grants to Licensee, during the Term,

the non-exclusive right and license to use and license the use of the Licensed

Marks in the Territory, and Licensee hereby undertakes to use and license the

use of the Licensed Marks in conjunction with the advertising, franchising,

management and operation of Motels. This license is granted for use only in

connection with the operation of Motels and only for use of the Licensed Marks

as a service mark to promote the services of Motels. Licensor agrees that,

during the Term of this Agreement, Licensor will not use or license others to

use the Licensed Marks in connection with lodging facilities of any type. During

the Term, Licensee shall be the exclusive entity from which to obtain the right

to operate a lodging facility utilizing the Licensed Marks.



        Section 3.2. Reservation of Rights. No license or other right is

granted, by implication or otherwise with respect to any name, trade name,

trademark or service mark other than the Licensed Marks, whether or not such may

be similar to the Licensed Marks. Nothing in this Agreement shall restrict

Licensor and its affiliates and subsidiaries or their respective licensees from

using or licensing others to use the name "Shoney's" in connection with any

services other than lodging or motel services (including, without limitation,

restaurant services) or in connection with any goods. Licensor and its

affiliates also reserve the right to use the Licensed Marks in "Shoney's"

restaurant menus and in advertisements for "Shoney's" restaurants to indicate

that a "Shoney's" restaurant operated or franchised by Licensor or its

affiliates is located in close proximity to a "Shoney's Inn" or "Shoney's Inn &

Suites" motel operated or franchised by Licensee.



                           IV. OBLIGATIONS OF LICENSEE



         Section 4.1.  Trademarks, Trade Names and Service Marks.



        (a) Licensee agrees that nothing contained in this Agreement shall give

Licensee any right, title or interest in the Licensed Marks or any other trade

names, trademarks or service marks owned by Licensor or Licensor's affiliates

which terms shall include, but not be limited to, any words, symbols, designs,

insignias, devices, or combinations thereof used to identify Licensor and the

products or services sold by it or its affiliates (except the right to use and

license the use of the Licensed Marks in accordance with the terms of this

Agreement). Licensee also agrees that the Licensed Marks and said trade names,

trademarks and service marks are the sole property of Licensor or its affiliates

and Licensee agrees, and agrees to require each of its franchisees to agree, not

to raise or cause to be raised any questions concerning, or objections to, the

validity of the Licensed Marks or any other mark owned by Licensor or its

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