<SEQUENCE>5

<FILENAME>0005.txt

<DESCRIPTION>SALE-LEASEBACK AGREEEMENT DATED OCTOBER 19, 2000

<TEXT>



                            SALE-LEASEBACK AGREEMENT





     THIS SALE-LEASEBACK  AGREEMENT (this "Agreement") is made as of October 19,

2000, by and among PUBS  PROPERTY,  LLC, a Delaware  limited  liability  company

("Buyer"),  whose address is c/o U.S. Realty  Advisors,  LLC, 1370 Avenue of the

Americas,  New York, New York 10019, AVADO BRANDS,  INC., a Georgia  corporation

("Guarantor"),  whose address is Hancock at Washington,  Madison, Georgia 30650,

and HOPS GRILL & BAR, INC., a Florida corporation  ("Seller"),  whose address is

2701 North  Rocky Point  Drive,  Suite 300,  Tampa,  Florida  33607  (Seller and

Guarantor are referred to collectively as the "Seller Entities").



                             PRELIMINARY STATEMENT:



     Unless otherwise  expressly provided herein, all defined terms used in this

Agreement  shall have the meanings  set forth in Section 1. The Seller  Entities

own or have an option or right to  purchase  the  Properties.  Buyer  desires to

purchase the  Properties  pursuant to this Agreement and lease the Properties to

Seller pursuant to the Lease.



                                   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:



     "Acknowledgement"  means the  Acknowledgement  of Master  Lease  Assignment

dated  as of the  date  of this  Agreement  among  Lessor,  Lessee,  Lender  and

Remainderman.



     "Affiliate"  means any  person  or  entity  which  directly  or  indirectly

controls,  is under common control with, or is controlled by any other person or

entity. 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

or entity, whether through ownership of voting securities or otherwise.



     "Closing" shall have the meaning set forth in Section 5.



     "Closing Date" shall have the meaning set forth in Section 5.



     "Code" means the United States Bankruptcy Code, 11 U.S.C. Sec. 101 et seq.,

as amended.



     "Commitment" means that certain commitment letter dated September 11, 2000,

between  U.S.  Realty  Advisors,  LLC  and  Guarantor,  and  any  amendments  or

supplements thereto.



     "Consent  Agreement" means that certain Consent Agreement and Order, Docket

No.  00-AL-J-07-0315-CC,  In Re: Food Service Permit No. 32-2545,  regarding the

Property  located at 5195 Fernandina  Road,  Columbia,  South Carolina signed on

July 31, 2000.



     "Counsel" means one or more legal counsel to Seller and Guarantor  licensed

in the states in which (i) the Properties are located, (ii) Seller and Guarantor

are  incorporated or formed and (iii) Seller and Guarantor  maintain their chief

executive offices, as selected by Seller and Guarantor and approved by Buyer.



     "De  Minimis  Amounts"  shall  mean,  with  respect  to any given  level of

Hazardous  Materials,  that level or quantity of Hazardous Materials in any form

or  combination  of  forms,  the use,  storage  or  release  of  which  does not

constitute a violation  of, or require  regulation  or  remediation  under,  any

Environmental  Laws and is  customarily  employed in the ordinary  course of, or

associated  with,  similar  businesses  located  in  the  states  in  which  the

Properties are located.





                                       1

<PAGE>

     "Environmental Condition" means any condition with respect to soil, surface

waters,  groundwaters,  land,  stream sediments,  surface or subsurface  strata,

ambient air and any  environmental  medium  comprising or surrounding any of the

Properties,  whether or not yet  discovered,  which  could or does result in any

damage,  loss, cost, expense,  claim,  demand,  order or liability to or against

Seller,  Guarantor,  Buyer or  Lender  by any third  party  (including,  without

limitation,  any Governmental  Authority),  including,  without limitation,  any

condition  resulting  from the  operation  of Seller's or  Guarantor's  business

and/or the operation of the business of any other  property owner or operator in

the vicinity of any of the Properties and/or any activity or operation  formerly

conducted by any person or entity on or off any of the Properties.

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