COOKER RESTAURANT CORP /OH/, 10-K, 1996-03-29

COOKER RESTAURANT CORP /OH/
10-K, 1996-03-29
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<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

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

FORM 10-K

/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (Fee required)

For the fiscal year ended: December 31, 1995 Commission file number: 1-13044

COOKER RESTAURANT CORPORATION
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C>
OHIO 69-1292102
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
5500 Village Boulevard, West Palm Beach, Florida 33407
(Address of principal executive offices) (Zip Code)

</TABLE>

Registrant's telephone number, including area code: (407) 615-6000
Securities registered pursuant to Section 12(b) of the Act:

<TABLE>
<CAPTION>
Title of Class Name of each exchange on which registered
<S> <C>
Common Shares, without par value The New York Stock Exchange
Rights to Purchase Class A Junior Participating Preferred Trades with the Common Shares
Shares, without par value
</TABLE>

Securities registered pursuant to Section 12(g) of the Act:

Title of Class
6 3/4% Convertible Subordinated Debentures Due 2002

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes /X/ No / /

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.

/ /

The aggregate market value of Common Shares held by non-affiliates of the
Registrant on March 1, 1996 was $72,632,896.

The number of Common Shares outstanding on March 1, 1996 was 7,151,226.

The following documents have been incorporated by reference into this Form
10-K:

<TABLE>
<CAPTION>
Document Part of Form 10-K
<S> <C>
The Registrant's definitive Proxy Statement for its 1996 Annual Meeting Part III
of Shareholders dated March 15, 1996
</TABLE>

<PAGE> 2

PART I

ITEM 1. BUSINESS.

GENERAL

At March 2, 1996, the Registrant owned and operated 39 full service
"Cooker(sm)" restaurants (the "Restaurants") in Ohio, Tennessee, Indiana,
Kentucky, Florida, North Carolina, Georgia, Virginia, Maryland and Michigan. The
Registrant's strategy is to provide consistent food quality, menu variety and
value combined with a special emphasis on service and customer satisfaction. The
Restaurants are designed to provide traditional and comfortable dining
experiences rather than emphasizing a "theme" atmosphere or menu. The
Restaurants feature moderately priced menu items prepared from original recipes
using high quality fresh ingredients. The menu includes appetizers, soups,
salads, chicken, fish, beef and pasta entrees, sandwiches, burgers and desserts,
as well as alcoholic and non-alcoholic beverages. Entree selections range in
price from $4.95 to $14.95.

RESTAURANT OPERATIONS

The Registrant strives to maintain quality control and uniformity in the
Restaurants through careful training and supervision of personnel, use of a
standard Restaurant operations manual relating to preparation of food and
beverages, maintenance of premises and conduct of personnel, and consistent
Restaurant layout and design.

The Restaurants generally offer food service from 11:00 a.m. to 11:00 p.m.,
Sunday through Thursday, and 11:00 a.m. to midnight on Friday and Saturday. All
menu items (other than alcoholic beverages) are available for carry-out.

SERVICE

Management believes that the Registrant's commitment to high standards of
service, quality and value, backed by a guarantee of customer satisfaction, is
the most effective approach to attracting customers. The Registrant focuses its
resources on providing superior service to existing customers in the Restaurants
and relies primarily on word of mouth and the reputation of the Restaurants to
attract new and repeat customers.

The Registrant's commitment to meeting the highest standards of customer
service is reflected in its 1995 labor costs which were 34.9% of 1995 sales,
which the Registrant believes is a higher percentage than that of many other
full service restaurant companies. The Registrant's Restaurants have a general
manager, a kitchen manager and up to six assistant managers, which the
Registrant believes is a higher number of managers per operating unit than that
of many other full service restaurant companies. The Registrant believes its
high level of Restaurant management staffing is important in seeking to meet its
goal of 100% customer satisfaction.

The Registrant hires personnel only after extensive interviews. Prior
restaurant experience is not a prerequisite for employment. Instead, the
Registrant seeks to recruit employees who share the Registrant's commitment to
high standards of customer service and whose personalities are compatible with
the Registrant's philosophy. Each new non-management employee is initially
trained for a minimum of seven to ten days, or longer if hired for a new
Restaurant. New management personnel undergo 90 to 120 days of training.

FOOD AND BEVERAGES

The Restaurants offer a varied menu of approximately 60 items including
appetizers, soups, salads, chicken, fish, beef and pasta entrees, sandwiches,
burgers, desserts, and beverages. Most menu food items are prepared on premises
using fresh ingredients according to original recipes. The Registrant places
special emphasis on the prompt preparation and delivery of food and beverages to
the customers. Each Restaurant offers alcoholic beverages, including liquor,
wine, and beer, which constituted approximately 11% of sales in 1995.

-1-
<PAGE> 3

DESIGN

The Restaurants are designed to be comfortable and functional, with a
casual, contemporary decor featuring wood, brass, and framed graphic art. The
average Restaurant is approximately 7,600 square feet (of which approximately
40% is devoted to kitchen and service areas) with seating for approximately 245
customers. However, seven of the nine Restaurants planned to be opened in 1996
will have in excess of 8,000 square feet and will seat approximately 270
customers. This increase is a result of the size of the existing facilities that
the Registrant plans to convert into Restaurants and does not reflect a
management decision to increase the size of future Restaurants. The majority of
the seating is in booths, which enhances customer privacy and comfort. Each
Restaurant has a separate bar area which has stool and booth seating.

The typical Restaurant kitchen is comparatively large by industry standards
and is designed for quality and speed of food preparation. These kitchens permit
the Registrant to be flexible in the types of food items which can be prepared
and to adapt to changing consumer tastes and preferences.

DEVELOPMENT AND EXPANSION

The Registrant is an Ohio corporation which was the surviving corporation of
the merger of affiliated corporations in 1988. At that time the Registrant
operated six restaurants. The following table sets forth the Registrant's unit
growth since 1988:

<TABLE>
<CAPTION>
YEAR 1989 1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C> <C>
RESTAURANTS OPEN AT 8 10 12 15 20 29 35
START OF YEAR

RESTAURANTS OPENED 2 2 3 5 9 6 3*
DURING YEAR
</TABLE>

The Registrant purchased six properties from a subsidiary of Darden
Restaurants, Inc. for a cash purchase price of approximately $11,200,000 on
January 4, 1996. The properties purchased by the Registrant had been used by
Darden or its subsidiaries and their respective predecessors as "China Coast
Restaurants," but Darden and its subsidiaries, or their predecessors, closed
them prior to putting them up for sale. The Registrant plans to remodel these
properties extensively to conform to its requirements prior to opening them as
Cooker Bar and Grille(R) restaurants in the second quarter of 1996. The funds
used to pay for this purchase were provided by draws on the Registrant's line of
credit from First Union National Bank of Tennessee. See "MANAGEMENT'S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION; Liquidity and
Capital Resources".

The Registrant opened three Restaurants and closed one in 1995 and plans to
open nine Restaurants in 1996. The Registrant anticipates that cash on hand
along with funds generated from operations and bank borrowings will be
sufficient to finance these Restaurants. Further expansion will be dependent on,
among other things, the Registrant's future operations, the availability of
capital, desirable site locations, the ability to attract qualified employees,
securing appropriate local government approvals, and future economic conditions.
The Registrant has no definite commitments to develop Restaurants after 1996 and
there can be no assurance that the Registrant will be able to locate and acquire
suitable sites for expansion.

The Registrant considers the specific location of a Restaurant to be
critical to its long-term success and devotes significant effort to the
investigation and evaluation of potential sites. In order to efficiently control
its operations and administrative costs, the Registrant anticipates that further
expansion will be in medium to large size metropolitan areas in the Midwest,
East and Southeast, primarily in areas where the Registrant currently operates
Restaurants. Within these market areas, the Registrant intends to locate
Restaurants in freestanding buildings and in retail developments in proximity to
high density, high traffic, office, residential, and retail areas. To date, the
Reg-

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

* The Registrant closed and leased one Restaurant in Florence, Kentucky in 1995

-2-
<PAGE> 4

istrant has developed new Restaurants and has converted existing facilities into
Restaurants. While development costs vary depending on location, the cost of
developing and opening a Restaurant (land, building, fixtures, furnishings,
equipment, and pre-opening expenses) is approximately $2.35 million and the cost
of converting an existing facility into a Restaurant (land, building,
renovation, fixtures, furnishings, equipment, and pre-opening expenses) is
comparable although varies greatly depending on the quality and condition of
the existing facility.

COMPETITION

The food service industry is intensely competitive with respect to price,
service, location, and food quality. Competition within the casual dining
segment of the restaurant industry is expected to remain intense with respect to
price, service, type and quality of food, location and personnel. The
Registrant is not a significant factor in the industry and there are many
well-established competitors with greater financial and other resources than the
Registrant. Such competitors may have been in existence for a substantially
greater period of time than the Registrant and may be better established in the
areas where the Restaurants are or will be located. The restaurant business is
often affected by changes in consumer tastes, economic conditions, population,
traffic patterns, availability of employees, and cost increases.

GOVERNMENT REGULATION

The Registrant's restaurant operations are subject to various health,
sanitation, and safety standards as well as to state and local licensing and
regulation of the sale of alcoholic beverages. A significant portion of the
revenues of the Restaurants is attributable to the sale of alcoholic beverages.
Each Restaurant has a liquor license from state liquor regulatory authorities
allowing it to sell liquor, beer and wine, and in some states or localities, to
provide service for extended hours and on Sunday. Each Restaurant has food
service licenses from local health authorities, and similar licenses would be
required for each new Restaurant. The failure to obtain or retain liquor or food
service licenses could adversely affect, or in an extreme case, terminate, the
operations of an affected Restaurant. However, each Restaurant is operated in
accordance with standardized procedures designed to assure compliance with all
applicable codes and regulations. The development and construction of additional
Restaurants will be subject to compliance with applicable zoning, land use and
environmental regulations. Because matters of zoning, land use and related
issues often become subject to local political concerns and forces, there can
be no assurance that the Registrant will be able to obtain necessary variances
or other approvals on a cost effective and timely basis in order to construct
and develop future Restaurants. The Registrant's restaurant operations are also
subject to federal and state minimum wage laws and other laws governing such
matters as working conditions, overtime and tip credits.

EMPLOYEES

At March 2, 1996, the Registrant had approximately 3,524 employees, of
which 3,251 were Restaurant employees, 242 were Restaurant management personnel,
and 31 were corporate staff personnel. None of the Registrant's employees is
represented by a labor union or a collective bargaining unit. The Registrant
considers relations with its employees to be satisfactory.

MARKS

The Registrant has registered the service marks "Cooker Bar and Grille(R)"
and Design and "The Southern Cooker -- Home Style Restaurant & Bar(R)" and
Design with the United States Patent and Trademark Office. The Registrant also
uses the word Cooker(sm) as a service mark in combination with words and designs
other than those used in the registered marks. Other providers of restaurant
services use trade names that include the word "cooker." Some of these users may
resist the Registrant's use of its marks, as it expands into new territories.
However, in view of the extensive third party use of such trade names,
management believes that the Registrant should be in a reasonably good position
to resist adverse claims. This same extensive third party use means, however,
that the Registrant may in the future have difficulty blocking use by others of
marks incorporating the word "cooker." It is possible for prior users to develop
rights in such marks in their geographic territories and it would be difficult
for the Registrant to limit such use, even though the Registrant has a federal
registration.

-3-
<PAGE> 5

ITEM 2. PROPERTIES.

At March 2, 1996, the Registrant operated 39 Restaurants. The following
table sets forth certain information regarding the Restaurants:

<TABLE>
<CAPTION>
APPROXIMATE
APPROXIMATE SEATING OWNED OR
LOCATION METROPOLITAN AREA DATE OPENED SQUARE FEET CAPACITY(1) LEASED(2)

<S> <C> <C> <C> <C> <C>
FLORIDA
- - Altamonte Orlando May 1994 7,200 224 owned
Springs
- - Ft. Myers Ft. Myers-Cape Coral December 1992 8,200 274 leased
- - Gainesville Gainesville May 1992 7,200 241 owned
- - Melbourne Melbourne-Titusville- August 1992 8,000 265 owned
Palm Bay

- - Palm Harbor Tampa-St. Petersburg- April 1995 7,200 244 owned
Clearwater
GEORGIA

- - Alpharetta Atlanta September 1994 7,200 244 leased
- - Wildwood Atlanta October 1993 7,200 240 leased
INDIANA
- - Keystone Indianapolis June 1988 8,200 260 leased
- - Willow Lake Indianapolis March 1993 7,865 282 owned
KENTUCKY
- - Hurstbourne Louisville October 1991 8,000 241 leased
Plaza

MARYLAND

- - Bethesda Washington, DC January 1994 7,200 232 owned
MICHIGAN
- - Ann Arbor Detroit October 1994 7,200 232 leased
- - Auburn Hills Detroit May 1992 8,200 254 owned
- - Livonia Detroit December 1989 7,300 222 leased
- - Novi Detroit October 1993 7,200 241 owned

</TABLE>

-4-
<PAGE> 6
<TABLE>
<CAPTION>
APPROXIMATE
APPROXIMATE SEATING OWNED OR
LOCATION METROPOLITAN AREA DATE OPENED SQUARE FEET CAPACITY(1) LEASED(2)
<S> <C> <C> <C> <C> <C>
NORTH CAROLINA

- - Raleigh Raleigh-Durham- December 1993 7,200 238 owned
Chapel Hill

OHIO

- - Governor's Cincinnati December 1990 9,100 239 owned(3)
Hill

- - Paxton Road Cincinnati June 1994 6,800 211 leased

- - Springdale Cincinnati May 1993 9,433 253 owned

- - Rockside Cleveland November 1991 8,400 282 leased

- - Beachwood Cleveland July 1987 8,100 250 leased

- - Westlake Cleveland November 1992 6,700 214 owned

- - Solon Cleveland November 1995 7,200 234 owned

- - Bethel Road Columbus November 7,200 225 leased
1985(4)

- - Cleveland Columbus December 1987 7,800 265 owned(3)
Avenue
- - East Main St. Columbus August 1990 7,240 223 owned(3)

- - North High St. Columbus December 1992 8,200 266 owned

- - Hamilton Rd. Columbus January 1996 8,392 288 leased

- - Miamisburg Dayton November 1991 7,700 230 owned
Centerville

- - Toledo Toledo October 1993 7,200 238 owned

- - Sylvania Toledo October 1995 6,915 237 leased

TENNESSEE

- - Memphis II Memphis October 1993 7,200 242 owned

- - Regalia Memphis March 1989 7,800 233 leased
Center

- - Hermitage Nashville April 1984(4) 6,100 219 owned(3)

- - Murfreesboro Nashville March 1996 7,667 234 owned
</TABLE>

-5-
<PAGE> 7
<TABLE>
<CAPTION>
APPROXIMATE
APPROXIMATE SEATING OWNED OR
LOCATION METROPOLITAN AREA DATE OPENED SQUARE FEET CAPACITY(1) LEASED(2)
<S> <C> <C> <C> <C> <C>
- - Parkway Nashville December 1986 7,200 225 owned(3)

- - Rivergate Nashville October 1988 8,100 264 owned(3)

- - West End Nashville October 1984(4) 10,000 331 leased

VIRGINIA

- - Fairfax Washington, DC December 1993 7,200 238 owned
</TABLE>

(1) Includes seating capacity in bar area.

(2) All leases are with unaffiliated lessors. The lease terms, including
options exercisable by the Registrant, range from 16 to 48 years. See Note
10 to the Financial Statements of the Registrant for information relating
to lease commitments.

(3) Subject to a mortgage granted to the First Union National Bank of Tennessee
to secure the $33.0 million revolving credit/term loan agreement provided
by the bank to the Registrant pursuant to an Amended and Restated Loan
Agreement dated as of December 22, 1995.

(4) Hermitage, West End and Bethel Road were opened by third parties and
acquired by the Registrant's corporate predecessors in 1986.

Additionally, the Registrant has purchased six sites for the construction of
Restaurants in the future. See "Development and Expansion", in Item 1, above.
In 1995, the Registrant purchased a 32,000 square foot office building in West
Palm Beach, Florida, remodeled it and moved into it as its new executive
offices. Currently the Registrant leases 40 percent of that facility to an
unaffiliated lessee. The lease term runs through May of 1998. The Registrant
leases a 15,000 square foot location in Columbus, Ohio from an unaffiliated
third party for a term through 1999 which is the Registrant's former executive
offices. The Registrant has entered into a short term sublease for this property
with an unaffiliated third party and is attempting to dispose of the property
altogether. The Registrant closed a Restaurant in Florence, Kentucky in 1995 and
is currently leasing the site to an unaffiliated third party while attempting to
dispose of it.

ITEM 3. LEGAL PROCEEDINGS.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

-6-
<PAGE> 8

SUPPLEMENTAL ITEM. EXECUTIVE OFFICERS OF THE REGISTRANT.

Set forth below is information regarding the executive officers of the
Registrant as of January 1, 1996:

G. ARTHUR SEELBINDER, age 52, is a founder of the Registrant. He has been
Chairman of the Board, Chief Executive Officer and a director of the Registrant
since 1986 and served as President from September 1989 until December 1994. He
was Chairman of the Board of Cooker Corporation (a predecessor of the
Registrant) from 1984 until 1988 when it was merged into the Registrant. Mr.
Seelbinder is also a director and the President of Financial Land Corporation,
a real estate holding company.

PHILLIP L. PRITCHARD, age 46, has been a director of the Registrant since
1994 and has served as the President and Chief Operating Officer of the
Registrant since December 1994. Prior to joining the Registrant, Mr. Pritchard
spent 22 years with General Mills Restaurants Inc. ("GMRI"). Most recently, Mr.
Pritchard served as Executive Vice President, Operations for GMRI's Red Lobster
restaurants from 1986 through 1992 and Executive Vice President, Operations for
GMRI's China Coast restaurants from 1992 to 1993. He has an MBA degree from
Rollins College Graduate School of Business Administration.

DAVID C. SEVIG, age 52, has been Vice President - Chief Financial Officer
of the Registrant since June 1995. Prior to joining the Registrant, Mr. Sevig
was with GMRI from 1967 through 1994 where he served as Vice President
Controller of international restaurants for six years and Vice President -
Controller of Red Lobster restaurants for ten years before that. From May 1994
through May 1995, he was with Blockbuster Entertainment developing the Block
Party entertainment concept.

GLENN W. COCKBURN, age 40, is a founder of the Registrant. He has been a
director of the Registrant since 1989. In 1991, he was elected Senior Vice
President - Operations of the Registrant. He was Vice President - Food Services
of the Registrant from 1988 to 1991 and was Vice President of Food Operations of
Cooker Corporation from 1986 to 1988 when it was merged into the Registrant. He
is a graduate of the Culinary Institute of America in Hyde Park, New York.

MARGARET A. EPPERSON, age 50, has been Secretary and Treasurer of the
Registrant since 1986.

-7-

<PAGE> 9

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Common Shares traded in the NASDAQ-National Market System ("NASDAQ-NMS")
until May 11, 1994 when the shares began trading on the New York Stock Exchange
("NYSE") under the symbol "CGR". The prices set forth below reflect high and low
sale prices for Common Shares in each of the quarters of 1994 and 1995 as
reported by the NASDAQ-NMS or NYSE, as appropriate.

<TABLE>
<CAPTION>
1995 HIGH LOW

<S> <C> <C>
1st Quarter $7 5/8 $ 6 1/8
2nd Quarter $12 $ 7 1/8
3rd Quarter $13 1/8 $ 9 3/4
4th Quarter $11 3/8 $ 9 3/8

1994

1st Quarter $13 1/4 $ 8 1/2
2nd Quarter $ 9 3/8 $ 7
3rd Quarter $ 8 $ 6 1/8
4th Quarter $ 8 1/8 $ 5 7/8
</TABLE>

On March 1, 1996, the Registrant had approximately 2,700 shareholders of
record.

The Registrant declared and paid an annual cash dividend of $.06 per Common
Share for fiscal 1995 and of $.05 per Common Share for fiscal 1994, in each
case, in February of the following year. Under the Registrant's bank revolving
credit/term loan agreement, dividends may be declared in any fiscal year during
which the Registrant's net income for that year exceeds $2,000,000 and such
dividends, together with all other dividends paid within such fiscal year, do
not exceed 15% of the Registrant's net income for the previous fiscal year.

-8-
<PAGE> 10

ITEM 6. SELECTED FINANCIAL DATA.

The following table presents selected financial and operating data of
the Registrant and is qualified in its entirety by the more detailed Financial
Statements presented elsewhere in this Annual Report.

<TABLE>
<CAPTION>
(in thousands, except per share data(1))
FISCAL YEAR(2)
-------------------------------------------------------------------
1995 1994 1993 1992 1991
------------- ------------ ------------ ------------- ------------
<S> <C> <C> <C> <C> <C>
Sales $91,678 $84,169 $66,688 $53,028 $39,516
Income:
Before extraordinary item 4,432 2,481 3,494 3,980 2,615
Extraordinary gain - 484 - - -
Total 4,432 2,965 3,494 3,980 2,615
Earnings per share(1):

Before extraordinary item .60 .34 .45 .52 .38
Extraordinary gain - .07 - - -
Total .60 .41 .45 .52 .38
Long-term debt 35,976 28,600 23,000 23,000 -
Total assets 83,181 70,852 66,598 62,068 31,659
Dividends per share(1) .05 .05 .05 .035 .03
</TABLE>

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

(1) Per share data is adjusted to reflect the 1-for-3 reverse stock split which
was effective April 29, 1991, and the 2-for-1 stock split on April 13,
1992.

(2) Ended December 31, 1995, January 1, 1995, January 2, 1994, January 3, 1993
and December 29, 1991.

-9-
<PAGE> 11

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

RESULTS OF OPERATIONS

The following table sets forth as a percentage of sales certain items
appearing in the Registrant's statement of income.

<TABLE>
<CAPTION>
FISCAL YEAR(1)
--------------------------------------------------------
1995 1994(2) 1993(2)
------------------ ------------------ ------------------
<S> <C> <C> <C>
Sales 100.0% 100.0% 100.0%

Cost of sales:
Food and beverages 28.6 28.7 28.2
Labor 34.9 37.3 35.0
Restaurant operating expenses 16.4 16.1 15.8
Restaurant depreciation and amortization 4.3 6.0 6.1
Total cost of sales 84.2 88.1 85.1

Restaurant operating income 15.8 11.9 14.9

Other (income) expenses:
General and administrative 6.3 5.4 5.5
Interest expense 2.0 2.1 1.7
Gain on sale of property (.3) - -
Interest and other income - (.1) (.5)
Total other 8.0 7.4 6.7

Income before income taxes and extraordinary item 7.8 4.5 8.2

Income taxes before extraordinary item 3.0 1.5 3.0

Income before extraordinary item 4.8 3.0 5.2

Gain from extraordinary item, net of income taxes - 0.5 -

Net income 4.8 3.5 5.2
</TABLE>

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

(1) The fiscal years ended on December 31, 1995, January 1, 1995 and January 2,
1994, respectively.

(2) Certain fiscal 1994 and 1993 amounts have been reclassified to conform with
fiscal 1995 presentations.

1995 COMPARED WITH 1994

Sales increased $7,509,000 or 9% in 1995 over 1994. The increase was
primarily due to sales generated from new restaurants opened during fiscal 1995
and those opened late in fiscal 1994. The 1995 openings included units in
Gainesville, Florida; Sylvania (Toledo), Ohio and Solon (Cleveland), Ohio. Same
store sales increased during 11 of the 12 months of the year with an average
increase of .8%.

Restaurant operating income as a percent of sales increased from 11.9% in
1994 to 15.8% in 1995. The increase was due primarily to a reduction in store
management staffing as well as changes to the Registrant's hourly employee
staffing schedules and related payroll tax and benefit savings. Labor costs were
reduced from 37.3% of sales in 1994 to 34.9% of sales in 1995.

-10-
<PAGE> 12

The Registrant experienced unusually high produce prices in the second
quarter and higher than normal chicken prices in the second and third quarters
of 1995. However, changes in the items on the menu made during the year offset
these temporary cost increases and cost of food and beverages in 1995 of 28.6%
was down from 28.7% in 1994. No significant menu price increases were made
during fiscal 1995.

Restaurant operating expenses increased to 16.4% in fiscal 1995 from 16.1%
in 1994. Most of this increase was the result of higher repair and maintenance
spending.

Restaurant depreciation and amortization of store pre-opening expenses
decreased as a percent of sales from 6.0% in 1994 to 4.3% in 1995. This change
was due to lower amortization of pre-opening expenses which is a result of the
slowdown in the number of new units opening.

General and administrative expenses increased as a percent of sales to 6.3%
in 1995 from 5.4% in 1994. This increase was the result of the payment of higher
management bonuses in 1995 due to significantly stronger Registrant performance
and the addition of the President - Chief Operating Officer for all of 1995.

Interest expenses of 2.0% of sales in 1995 were down from 2.1% in 1994. This
change was due to slightly lower interest rates.

The 1995 provision for income taxes was 38.1% of income before income taxes.
This included a $205,000 provision for the Registrant's estimate of additional
tax liability.

1994 COMPARED WITH 1993

Sales increased $17,480,784 or 26.2% in 1994 over 1993. The increase was
primarily due to sales generated from new restaurants opened during fiscal 1994
and those opened late in fiscal 1993. The 1994 openings included units in
Bethesda, Maryland; Tampa and Orlando, Florida; Cincinnati, Ohio; Atlanta,
Georgia; and Detroit, Michigan. Same store sales declined 3.4% for the year but
showed improvement during the second half of the year and ended with fourth
quarter sales matching fourth quarter 1993 sales.

Restaurant operating income as a percent of sales decreased to 11.9% in 1994
as compared to 14.9% in 1993. The decline was primarily due to a moderate
increase in commodity costs for raw materials and below Registrant average sales
volumes in some of the newer stores. Food and beverage costs as a percentage of
sales increased from 28.2% in 1993 to 28.7% in 1994 primarily as a result of the
commodity cost increase noted above. Labor costs increased from 35.0% in 1993 to
37.3% in 1994. Since a significant portion of our labor costs are fixed, labor
expense increases as a percentage of sales as average sales volumes decline. As
a result of the lower sales volumes experienced in some of the newer stores, the
Registrant reviewed store staffing models in 1994 and tested a reduced labor
staffing model in several markets. The new staffing model has reduced the amount
of fixed labor expenses and provided more flexibility in improving the labor
costs in stores with lower sales volumes.

Restaurant operating expenses, including relatively fixed occupancy costs,
were also negatively impacted by the lower sales volumes and increased from
15.8% in 1993 to 16.1% in 1994.

Restaurant depreciation and amortization, including amortization of store
pre-opening expenses, decreased as a percent of sales from 6.1% in 1993 to 6.0%
in 1994. This change is the result of an increase in depreciation as a percent
of sales due primarily to lower sales volume offset by a relative reduction of
pre-opening expenses. Beginning January 1993 the Registrant began amortizing
store preoperational expenses over a 12-month period as compared to the 36-
month period used previously. In addition to the change in the amortization
period, the Registrant expensed an additional $950,000 of preoperational
expenses in the fourth quarter of 1993 for stores that were opened before 1993
so that accounting treatment would be consistent for all Restaurants.

General and administrative expenses declined from 5.5% of sales in 1993 to
5.4% in 1994 primarily due to these expenses being spread over an increasing
number of Restaurants.

-11-
<PAGE> 13

Interest expense increased from 1.7% of sales in 1993 to 2.1% of sales in
1994. The increase reflects interest expense incurred on the Registrant's
revolving term note which was not drawn on in 1993 and had an average
outstanding balance of $6,683,000 during 1994 and interest expense on the
subordinated convertible debentures issued in October 1992 (see Liquidity and
Capital Resources discussion below).

The 1994 provision for income taxes before extraordinary items was 34.0% of
income before income taxes and extraordinary items, reflecting approximately
$250,000 of credits from the FICA tip tax credit.

During the fourth quarter of 1994, the Registrant repurchased $2,500,000
principal of its 6 3/4% Convertible Subordinated Debentures Due 2002 in the
open market for a discounted purchase price of $1,617,500 which resulted in an
after tax extraordinary gain of $484,000.

LIQUIDITY AND CAPITAL RESOURCES

The Registrant's primary sources of working capital are cash flows from
operations and borrowings under a revolving term note agreement which provides a
$33,000,000 line of credit. At December 31, 1995, the Registrant had outstanding
borrowings of $18,106,000 under the revolving term note agreement.

During 1995, the Registrant opened three new units and closed one. Capital
expenditures for these new units, the purchase of an office building, and the
refurbishing and remodeling of existing units totaled $17,200,000 and were
funded by cash flows of $9,495,000 from operations and borrowings from the
$33,000,000 line of credit. The Registrant plans to open nine units in 1996.
Total cash expenditures for the 1996 expansion are estimated to be approximately
$18,500,000. The Registrant believes that cash flow from operations together
with borrowings from the revolving term note agreement will be sufficient to
fund the planned expansion as well as the ongoing maintenance and remodeling of
existing Restaurants.

The Registrant completed a registered public offering in October 1992 of
$23,000,000 of 6 3/4% Convertible Subordinated Debentures Due 2002. These
debentures are subject to limited annual redemption by the bondholders and to
limited redemption on the death of a beneficial owner. The annual redemption is
capped at 5% of the original gross proceeds and occurs on each November 1.
Redemptions on death are subject to a cap of $25,000 per holder per year.
Pursuant to these two redemption options, the Registrant redeemed $1,180,000 in
principal amount of these debentures during 1995 and expects a similar principal
redemption to occur in 1996. During December 1994, the Registrant repurchased
$2,500,000 in principal amount of these debentures in the open market for a
discounted purchase price of $1,617,500 with settlement dates in December 1994
and January 1995. During December 1995, the Registrant repurchased $250,000 in
principal amount of the debentures in the open market for a discounted purchase
price of $221,612. As a result of these transactions, which were funded through
additional draws on the Registrant's revolving term note, the remaining
outstanding balance of the debentures at December 31, 1995 was $17,870,000. The
Registrant believes that cash flow from operations and additional borrowings
from the revolving term note will be sufficient to fund the expected principal
redemptions in 1996.

During the first quarter of 1994, the Board of Directors approved a guaranty
by the Registrant of a loan of $5,000,000 to the Chairman of the Board from
First Union National Bank of Tennessee. The loan bore interest at such Bank's
prime rate plus 1/4%, had an initial term of 18 months and was secured by a
pledge of 570,000 Common Shares (owned by the Chairman) to the Bank. In the
third quarter of 1995, the loan was acquired by NationsBank of Tennessee and its
maturity was extended for an additional 24 months. The guaranty provides that
the Bank will sell the pledged shares and apply the proceeds thereof to the loan
prior to calling on the Registrant for its guaranty. At March 1, 1996, the
undiscounted fair market value of the pledged shares was approximately
$7,338,750. The loan is scheduled to mature in the third quarter of 1997. The
guaranty secures the loan until it is repaid or refinanced without a guaranty.
The Registrant expects that the Chairman will repay or refinance the loan before
its presently scheduled maturity. If the loan is not so repaid or refinanced,
the Registrant would fund any obligation it incurs under the terms of its
guaranty from additional borrowings under its line of credit. The Registrant
does not believe that it will be required to make any material payment under the
guaranty in 1996; however there can be no assurance that the loan will be repaid
or refinanced on terms that will not result in continuing the guaranty or in a
material payment.

-12-
<PAGE> 14

The Chairman paid a guaranty fee of 1/4% of the principal amount of the loan
guaranteed to the Registrant at the time the loan was guaranteed and will also
pay such fee on each anniversary of the guaranty as long as it is outstanding.
The loan was refinanced in part because the Board of Directors determined that
the transfer of the indebtedness from the First Union National Bank of Tennessee
to NationsBank of Tennessee would be in the best interests of the Registrant, as
guarantor of such indebtedness, in that it would reduce the conflict of interest
between First Union's role as a lender to the Registrant and its role as a
lender to one of the Registrant's officers and reduce the possibility that First
Union might sacrifice the Registrant's interests in an attempt to protect its
position on the loan to the Chairman. Because of the Registrant's request that
the loan be refinanced, it was determined by the Board of Directors that the
costs incurred by the Chairman are properly chargeable to the Registrant and the
Registrant paid or reimbursed the Chairman approximately $42,000 for the costs
incurred in such refinancing.

SFAS NO. 123

In October 1995, the FASB issued Statement of Financial Accounting Standards
No. 123 ("SFAS No. 123"), "Accounting for Stock-Based Compensation." SFAS No.
123 establishes financial accounting and reporting standards for stock based
employee compensation plans. The statement defines a "fair value based method"
of accounting for employee stock options or similar equity instruments and
encourages all entities to adopt that method of accounting for all of their
employee stock compensation plans. However, SFAS No. 123 also allows an entity
to continue to measure compensation costs for those plans using the "intrinsic
value based method" of accounting, which the Registrant currently uses. The
Registrant currently plans on adopting SFAS No. 123 for fiscal 1996 and intends
to retain the intrinsic value method of accounting for stock based compensation.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The financial statements of the Registrant, and the related notes, together
with the report of Price Waterhouse LLP dated January 29, 1996, are set forth at
pages F-1 through F-15 attached hereto.

The following table sets forth unaudited quarterly operating results for the
eight fiscal quarters beginning January 3, 1994 and ending December 31, 1995.
The Registrant believes all necessary adjustments have been included in the
amounts stated below to present fairly the following selected quarterly
information when read in conjunction with the financial statements included
elsewhere herein. The information includes all normal recurring adjustments the
Registrant considers necessary for a fair presentation thereof in accordance
with generally accepted accounting principles.

<TABLE>
<CAPTION>
(in thousands, except per share data)
1995 1994(1)
-------------------------------------------- ------------------------------------------------
1ST 2ND 3RD 4TH 1ST 2ND 3RD 4TH
QUARTER QUARTER QUARTER QUARTER QUARTER QUARTER QUARTER QUARTER
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Sales $22,899 $22,694 $22,758 $23,327 $20,120 $20,830 $21,226 $21,993
Restaurant operating
income(2) 3,556 3,547 3,615 3,743 2,473 2,159 2,452 2,924
Income before income taxes
and extraordinary item 1,806 1,723 1,733 1,901 1,003 814 820 1,124
Income before extraordinary
item 1,005 1,102 1,109 1,216 652 554 549 726
Extraordinary gain (net of
income taxes) - - - - - - - 484
Net income 1,005 1,102 1,109 1,216 652 554 549 1,210
Earnings per share
Before extraordinary item .14 .15 .15 .16 .09 .08 .07 .10
Extraordinary gain - - - - - - - .07
Total .14 .15 .15 .16 .09 .08 .07 .17
</TABLE>

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

(1) Certain amounts related to the first three quarters of fiscal 1994 have
been reclassified to conform to fiscal 1994 fourth quarter presentations.

-13-
<PAGE> 15

(2) Represents sales less food and beverages, labor, restaurant operating
expenses and depreciation and amortization.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

None.

-14-
<PAGE> 16

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

Information regarding the Registrant's directors is set forth at "ELECTION
OF DIRECTORS; Nominees for Election as Directors, Directors Whose Terms
Continue Until the 1997 Annual Meeting and Directors Whose Terms Continue Until
the 1998 Annual Meeting" in the Registrant's Proxy Statement for its 1996 Annual
Meeting of Shareholders dated March 15, 1996 (the "1996 Proxy Statement") and
information regarding late filings of reports required by Section 16(a) of the
Securities Exchange Act of 1934 is set forth at "CERTAIN FILINGS" in the 1996
Proxy Statement which information is incorporated herein by reference.
Information regarding the Registrant's executive officers is set forth in PART I
of this report at "Supplemental Item. Executive Officers of the Registrant."

ITEM 11. EXECUTIVE COMPENSATION.

The information required by this item is set forth at "COMPENSATION OF
MANAGEMENT" in the 1996 Proxy Statement which information is incorporated herein
by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The information required by this item is set forth at "SECURITY OWNERSHIP
OF PRINCIPAL SHAREHOLDERS, DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS" in the
1996 Proxy Statement which information is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The information required by this item is set forth at "COMPENSATION OF
MANAGEMENT; Certain Transactions" in the 1996 Proxy Statement which information
is incorporated herein by reference.

-15-
<PAGE> 17

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(A) DOCUMENTS FILED AS PART OF THIS FORM 10-K.

(1) Financial Statements:

Independent Accountants' Report dated January 29, 1996

Balance Sheet as of December 31, 1995 and January 1, 1995

Statement of Income for the Fiscal Years Ended December 31, 1995,
January 1, 1995 and January 2, 1994

Statement of Changes in Shareholders' Equity for the Fiscal Years
Ended December 31, 1995, January 1, 1995 and January 2, 1994

Statement of Cash Flows for the Fiscal Years Ended December 31,
1995, January 1, 1995 and January 2, 1994

Notes to Financial Statements for the Fiscal Years Ended December
31, 1995, January 1, 1995 and January 2, 1994

(2) FINANCIAL STATEMENT SCHEDULES:

Not applicable.

(3) The following exhibits are filed as part of this Form 10-K.

(3) ARTICLES OF INCORPORATION AND BY-LAWS.

3.1. Amended and Restated Articles of Incorporation of the
Registrant (incorporated by reference to Exhibit 28.2 of
Registrant's quarterly report on Form 10-Q for the quarterly
period ended March 29, 1992; Commission File Number
0-16806).

3.2. Amended and Restated Code of Regulations of the Registrant
(incorporated by reference to Exhibit 4.5 of the
Registrant's quarterly report on Form 10-Q for the fiscal
quarter ended April 1, 1990; Commission File No. 0-16806).

(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS.

4.1. See Articles FOURTH, FIFTH and SIXTH of the Amended and
Restated Articles of Incorporation of the Registrant (see
3.1 above).

4.2. See Articles One, Four, Seven and Eight of the Amended and
Restated Code of Regulations of the Registrant (see 3.2
above).

4.3. Rights Agreement dated as of February 1, 1990 between the
Registrant and National City Bank (incorporated by
reference to Exhibit 1 of the Registrant's Form 8-A filed
with the Commission on February 9, 1990; Commission File No.
0-16806).

-16-
<PAGE> 18

4.4. Amendment to Rights Agreement dated as of November 1, 1992
between the Registrant and National City Bank (incorporated
by reference to Exhibit 4.4 of Registrant's annual report on
Form 10-K for the fiscal year ended January 3, 1993 (the
"1992 Form 10-K"); Commission File No. 0-16806).

4.5. Letter dated October 29, 1992 from the Registrant to First
Union National Bank of North Carolina (incorporated by
reference to Exhibit 4.5 to the 1992 Form 10-K).

4.6. Letter dated October 29, 1992 from National City Bank to the
Registrant (incorporated by reference to Exhibit 4.6 to the
1992 Form 10-K).

4.7. See Section 7.4 of the Amended and Restated Loan Agreement
dated December 22, 1995 between Registrant and First Union
National Bank of Tennessee. (see 10.4 below).

4.8. Indenture dated as of October 28, 1992 between Registrant
and First Union National Bank of North Carolina, as Trustee
(incorporated by reference to Exhibit 2.5 of Registrant's
Form 8-A filed with the Commission on November 10, 1992;
Commission File Number 0-16806).

(10) MATERIAL CONTRACTS (* Management contract or compensatory
plan or arrangement.)

10.1. Purchase and Sale Agreement dated October 20, 1995 between
GMRI, Inc. and Registrant (incorporated by reference to
Exhibit 99.1 of the Registrant's Current Report on Form 8-K
dated January 4, 1996 (the "1996 8-K"); Commission File No.
1-13044).

10.2. First Amendment to Purchase and Sale Agreement dated October
__, 1995 between GMRI, Inc. and Registrant (incorporated by
reference to Exhibit 99.2 of the 1996 8-K; Commission File
No. 1-13044).

10.3. Joinder of Escrow Agreement dated October 25, 1995 among
Lawyers Title Insurance Corporation, GMRI, Inc. and
Registrant (incorporated by reference to Exhibit 99.3 of the
1996 8-K; Commission File No. 1-13044).

10.4. Amended and Restated Loan Agreement dated December 22, 1995
between Registrant and First Union National Bank of
Tennessee.

10.5. Form of Contingent Employment Agreement and schedule of
executed Agreements. *

10.6. The Registrant's 1988 Employee Stock Option Plan, as amended
and restated (incorporated by reference to Exhibit 10.12 of
the Registrant's annual report on Form 10-K for the fiscal
year ended December 29, 1991 (the "1991 Form 10-K"),
Commission File No. 0-16806).*

10.7. The Registrant's 1992 Employee Stock Option Plan
(incorporated by reference to Exhibit 10.14 to the 1991 Form
10-K).*

10.8. The Registrant's 1988 Directors Stock Option Plan, as
amended and restated (incorporated by reference to Exhibit
10.15 of the Registrant's Annual Report on Form 10-K for the
fiscal year ended January 2, 1994 (the "1993 Form 10-K"),
Commission File No. 0-16806).*

10.9. The Registrant's 1992 Directors Stock Option Plan, as
amended and restated (incorporated by reference to Exhibit
10.16 of the 1993 Form 10-K).*

10.10. The Registrant's 1996 Officers' Stock Option Plan. *

-17-
<PAGE> 19

10.11. Guaranty and Suretyship Agreement dated March 22, 1994
between the Registrant and First Union National Bank of
Tennessee (incorporated by reference to Exhibit 10.17 of the
1993 Form 10-K).

10.12. Reaffirmation and Amendment to Guaranty and Suretyship
Agreement between Registrant and NationsBank of Tennessee,
N.A. dated July 24, 1995 (incorporated by reference to
Exhibit 10.5 of the Registrant's Quarterly Report on Form
10-Q for the quarterly period ended July 2, 1995;
Commission File No. 1-13044).

10.13. Separation Agreement and General Release dated October 26,
1994 between Registrant and William Z. Esch (incorporated
by reference to Exhibit 10.16 of the Registrant's Annual
Report on Form 10-K for the fiscal year ended January 1,
1995; Commission File No. 1-13044).*

(23) CONSENTS OF EXPERTS AND COUNSEL.

23.1 Consent of Price Waterhouse LLP.

(24) POWERS OF ATTORNEY.

24.1. Powers of Attorney.

24.2. Certified resolution of the Registrant's Board of Directors
authorizing officers and directors signing on behalf of the
Registrant to sign pursuant to a power of attorney.

(27) FINANCIAL DATA SCHEDULE.

27.1. Financial Data Schedule.

(B) REPORTS ON FORM 8-K.

No current report on Form 8-K was filed by the Registrant during the
fourth quarter of fiscal 1995.

-18-
<PAGE> 20

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

Dated: March 28, 1996

COOKER RESTAURANT CORPORATION
(the "Registrant")

By: /s/ G. Arthur Seelbinder
--------------------------------
G. Arthur Seelbinder
Chairman of the Board,
Chief Executive Officer and Director
(principal executive officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on March 28, 1996.

<TABLE>
<CAPTION>
SIGNATURE TITLE
<S> <C>
/s/ G. Arthur Seelbinder Chairman of the Board, Chief Executive
- ---------------------------------------
G. Arthur Seelbinder Officer and Director (principal executive
officer)

/s/ Phillip L. Pritchard * President, Chief Operating
- ---------------------------------------
Phillip L. Pritchard Officer and Director

/s/ Glenn W. Cockburn * Senior Vice President - Operations
- ---------------------------------------
Glenn W. Cockburn and Director

/s/ David C. Sevig * Vice President - Chief Financial Officer
- ---------------------------------------
David C. Sevig (principal financial and accounting officer)

/s/ Joseph E. Madigan * Director
- ---------------------------------------
Joseph E. Madigan

/s/ Robin V. Holderman * Director
- ---------------------------------------
Robin V. Holderman

/s/ David T. Kollat * Director
- ---------------------------------------
David T. Kollat

/s/ David L. Hobson * Director
- ---------------------------------------
David L. Hobson

/s/ Henry R. Hillenmeyer * Director
- ---------------------------------------
Henry R. Hillenmeyer

/s/ Margaret T. Monaco * Director
- ---------------------------------------
Margaret T. Monaco

* By: /s/ G. Arthur Seelbinder
- ---------------------------------------
G. Arthur Seelbinder
Attorney-in-Fact
</TABLE>

<PAGE> 21
COOKER RESTAURANT CORPORATION

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Page
<S> <C>
Report of Independent Accountants.................................................................. F-2

Balance Sheet at December 31, 1995 and January 1, 1995............................................. F-3

Statement of Income for the fiscal years ended December 31, 1995, January 1, 1995 and
January 2, 1994.................................................................................... F-4

Statement of Changes in Shareholders' Equity for the fiscal years ended December 31, 1995,
January 1, 1995 and January 2, 1994................................................................ F-5

Statement of Cash Flows for the fiscal years ended December 31, 1995, January 1, 1995 and
January 2, 1994.................................................................................... F-6

Notes to Financial Statements...................................................................... F-7
</TABLE>

F-1
<PAGE> 22
REPORT OF INDEPENDENT ACCOUNTANTS

January 29, 1996

To the Board of Directors and Shareholders
of Cooker Restaurant Corporation

In our opinion, the accompanying balance sheet and the related statements of
income, of changes in shareholders' equity and of cash flows present fairly, in
all material respects, the financial position of Cooker Restaurant Corporation
(the Company) at December 31, 1995 and January 1, 1995, and the results of its
operations and its cash flows for each of the three fiscal years in the period
ended December 31, 1995, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with generally accepted auditing standards which require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.

Price Waterhouse LLP

Columbus, Ohio

F-2
<PAGE> 23
COOKER RESTAURANT CORPORATION
BALANCE SHEET
DECEMBER 31, 1995 AND JANUARY 1, 1995

<TABLE>
<CAPTION>
DECEMBER 31, JANUARY 1,
1995 1995
ASSETS (in thousands)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 1,299 $ 2,087
Inventory 914 830
Preoperational costs 302 678
Prepaid expenses and other current assets 511 739
-------- --------

TOTAL CURRENT ASSETS 3,026 4,334

PROPERTY AND EQUIPMENT 78,127 64,481

OTHER ASSETS 2,028 2,037
-------- --------

$ 83,181 $ 70,852
======== ========

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable $ 2,421 $ 2,604
Accrued liabilities 5,543 4,433
Income taxes payable 783 633
Deferred income taxes 79 79
-------- --------

TOTAL CURRENT LIABILITIES 8,826 7,749

LONG-TERM DEBT 35,976 28,600

DEFERRED INCOME TAXES 433 595
-------- --------

TOTAL LIABILITIES 45,235 36,944
-------- --------

SHAREHOLDERS' EQUITY:
Common shares - without par value; authorized, 26,082 26,003
30,000,000 shares; issued 7,663,000 and 7,651,000
shares at December 31, 1995 and January 1, 1995,
respectively
Retained earnings 18,013 13,939
Treasury stock, at cost, 513,000 and 500,000 shares (6,149) (6,034)
at December 31, 1995 and January 1, 1995,
respectively

COMMITMENTS (Note 13)
-------- --------
37,946 33,908
-------- --------

$ 83,181 $ 70,852
======== ========
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-3
<PAGE> 24
COOKER RESTAURANT CORPORATION
STATEMENT OF INCOME
FISCAL YEARS ENDED DECEMBER 31, 1995, JANUARY 1, 1995 AND JANUARY 2, 1994

<TABLE>
<CAPTION>
DECEMBER 31, JANUARY 1, JANUARY 2,
1995 1995 1994
(in thousands, except per share data)
<S> <C> <C> <C>
SALES $ 91,678 $ 84,169 $ 66,688
-------- -------- --------

COST OF SALES:
Food and beverages 26,218 24,193 18,780
Labor 31,977 31,389 23,384
Restaurant operating expenses 15,065 13,549 10,540
Restaurant depreciation and amortization 3,957 5,030 4,063
-------- -------- --------
77,217 74,161 56,767
-------- -------- --------

Restaurant operating income 14,461 10,008 9,921
-------- -------- --------

OTHER EXPENSES (INCOME):
General and administrative 5,785 4,532 3,710
Interest expense 1,848 1,787 1,105
Gain on sale of property (305) -- --
Interest and other income (30) (72) (409)
-------- -------- --------
7,298 6,247 4,406
-------- -------- --------

INCOME BEFORE INCOME TAXES AND
EXTRAORDINARY ITEM 7,163 3,761 5,515

PROVISION FOR INCOME TAXES BEFORE
EXTRAORDINARY ITEM 2,731 1,280 2,021
-------- -------- --------

INCOME BEFORE EXTRAORDINARY ITEM 4,432 2,481 3,494

EXTRAORDINARY GAIN, NET OF INCOME TAXES -- 484 --
-------- -------- --------

NET INCOME $ 4,432 $ 2,965 $ 3,494
======== ======== ========

EARNINGS PER COMMON SHARE:
Before extraordinary item $ .60 $ .34 $ .45
Extraordinary item -- .07 --
-------- -------- --------

TOTAL $ .60 $ .41 $ .45
======== ======== ========

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
AND COMMON EQUIVALENT SHARES OUTSTANDING 7,387 7,254 7,846
======== ======== ========
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-4
<PAGE> 25
COOKER RESTAURANT CORPORATION
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FISCAL YEARS ENDED DECEMBER 31, 1995, JANUARY 1, 1995 AND JANUARY 2, 1994

<TABLE>
<CAPTION>
Common Shares Treasury Stock
----------------------- Retained -----------------------
Shares Amounts Earnings Shares Amounts Total
-------- -------- -------- -------- -------- --------
(in thousands)
<S> <C> <C> <C> <C> <C> <C>
Balance, January 3, 1993 7,591 $ 25,393 $ 8,226 -- $ -- $ 33,619
Purchase of treasury stock -- -- -- 105 (1,347) (1,347)
Issuance of common shares
under stock option plans 55 338 -- -- -- 338
Tax benefits of stock -- 244 -- -- -- 244
options exercised
Dividends paid $.05 per -- -- (380) -- -- (380)
share
Net income -- -- 3,494 -- -- 3,494
-------- -------- -------- -------- -------- --------

Balance, January 2, 1994 7,646 25,975 11,340 105 (1,347) 35,968

Purchase of treasury stock -- -- -- 395 (4,687) (4,687)
Issuance of common shares
under stock option plans 5 22 -- -- -- 22
Tax benefits of stock -- 6 -- -- -- 6
options exercised
Dividends paid $.05 per -- -- (366) -- -- (366)
share
Net income -- -- 2,965 -- -- 2,965
-------- -------- -------- -------- -------- --------

Balance, January 1, 1995 7,651 26,003 13,939 500 (6,034) 33,908

Addition to treasury stock -- -- -- 13 (115) (115)
Issuance of common shares
under stock option plans 12 52 -- -- -- 52
Tax benefits of stock -- 27 -- -- -- 27
options exercised
Dividends paid $.05 per -- -- (358) -- -- (358)
share
Net income -- -- 4,432 -- -- 4,432
-------- -------- -------- -------- -------- --------

Balance, December 31, 1995 7,663 $ 26,082 $ 18,013 513 $ (6,149) $ 37,946
======== ======== ======== ======== ======== ========
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-5
<PAGE> 26
COOKER RESTAURANT CORPORATION
STATEMENT OF CASH FLOWS
FISCAL YEARS ENDED DECEMBER 31, 1995, JANUARY 1, 1995 AND JANUARY 2, 1994

<TABLE>
<CAPTION>
DECEMBER 31, JANUARY 1, JANUARY 2,
1995 1995 1994

(in thousands)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 4,432 $ 2,965 $ 3,494
Adjustments to reconcile net income to net
cash providing by operating activities:
Depreciation and amortization 4,375 5,464 4,482
Gain on sale of property (305) -- --
Gain on repurchase of debentures, net of
income taxes
(23) (484) --
(Increase) in inventory (84) (192) (207)
(Increase) in preoperational costs (444) (1,348) (2,441)
Decrease (increase) in prepaid expenses
and other current assets
237 (327) (756)
(Increase) decrease in other assets (276) (131) 130
Increase in accounts payable 460 683 (336)
Increase in accrued liabilities 1,110 356 985
Increase in income taxes payable 175 544 752
Decrease (increase) in deferred income taxes (162) (159) 100
-------- -------- --------

NET CASH PROVIDED BY OPERATING ACTIVITIES 9,495 7,571 6,203

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (17,200) (11,318) (23,627)
Proceeds from sales of property and equipment 459 206 108
Proceeds from sales of short-term investments -- 749 18,628
Advances to related party -- -- (375)
Payments from related party -- -- 375
-------- -------- --------

NET CASH USED IN INVESTING ACTIVITIES (16,741) (10,363) (4,891)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 8,811 9,300 --
Repurchase of debentures (1,180) (1,200) --
Redemption of debentures (893) (975) --
Exercise of stock options 78 22 337
Purchases of treasury stock -- (6,034) --
Dividends paid (358) (366) (379)
-------- -------- --------

NET CASH PROVIDED BY (USED IN) FINANCING
ACTIVITIES 6,458 747 (42)
-------- -------- --------

NET (DECREASE) INCREASE IN CASH AND CASH
EQUIVALENTS (788) (2,045) 1,270

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 2,087 4,132 2,862
-------- -------- --------

CASH AND CASH EQUIVALENTS AT END OF YEAR $ 1,299 $ 2,087 $ 4,132
======== ======== ========
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-6
<PAGE> 27
OOKER RESTAURANT CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995, JANUARY 1, 1995 AND JANUARY 2, 1994

1. DESCRIPTION OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cooker Restaurant Corporation (the Company) owns and operates 37
restaurants in Tennessee, Ohio, Indiana, Kentucky, Michigan, Florida,
Georgia, North Carolina, Virginia, and Maryland which have been developed
under the Cooker concept.

Fiscal year. The Company's fiscal year ends on the Sunday closest to
December 31 of each year. Fiscal years 1995, 1994 and 1993 consisted of 52
weeks.

Cash and cash equivalents. Cash and cash equivalents consist of cash on
hand and in banks and credit card receivables. Credit card receivables are
considered cash equivalents because of their short collection period. The
carrying amount of credit card receivables approximates fair value.

Inventories. Inventories consist primarily of food and beverages and are
stated at the lower of cost or market. Cost is determined by the first-in,
first-out (FIFO) method.

Preoperational costs. Preoperational costs consist primarily of costs for
employee training and relocation and supplies incurred in connection with
the opening of each restaurant. These costs are accumulated to the date
the restaurant is opened and are amortized on the straight-line method over
one year commencing from that date. Prior to fiscal 1993, preoperational
costs were amortized on the straight-line method over three years. This
change in estimate decreased fiscal 1993 net income by $611,000 or $.08 per
share. Accumulated amortization of preoperational costs was $136,000 and
$711,000 at December 31, 1995 and January 1, 1995, respectively.

Property and equipment. Property and equipment, including capital
improvements, are recorded at cost. Depreciation is computed by the
straight-line method over the estimated useful lives of the assets.
Leasehold improvements are amortized using the straight-line method over
the shorter of the useful life of the improvements or the remaining lease
term.

Maintenance and repairs are charged directly to expense as incurred. When
property and equipment are sold or otherwise disposed of, the related cost
and accumulated depreciation are removed from the accounts and the
resulting gains or losses are reported in operations.

Interest is capitalized primarily in connection with the construction of
new restaurants. Capitalized interest is amortized over the asset's
estimated useful life. Interest costs of $291,000, $291,000 and $429,000
were capitalized in fiscal 1995, 1994 and 1993, respectively.

Deferred financing costs. Deferred financing costs are being amortized over
the term of the related debt.

Prepaid lease. Prepaid lease represents prepayment of a long-term land lease
and is being amortized over the lease term.

Financial instruments. The carrying amounts of financial instruments,
including cash and cash equivalents, accounts payable and other current
liabilities approximate their estimated fair values. The carrying amount
of borrowings under the Amended and Restated Loan Agreement (see Note 5)
approximates fair value at December 31, 1995. The fair value of the
convertible subordinated debentures is determined using discounted future
cash flows based on similar types of borrowing arrangements. At December
31, 1995, the carrying amount and fair value of the convertible
subordinated debentures are $17,870,000 and $15,569,000, respectively.

Income taxes. Income taxes are accounted for under the liability method in
accordance with Statement of Financial Accounting Standards No. 109,
Accounting for Income Taxes.

F-7
<PAGE> 28
OOKER RESTAURANT CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995, JANUARY 1, 1995 AND JANUARY 2, 1994

Earnings per share. Earnings per share is calculated using the weighted
average number of common shares outstanding including common share
equivalents, which consist of stock options. The convertible subordinated
debentures have not been included as common share equivalents due to their
antidilutive effect.

Use of estimates. The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.

Reclassifications. Certain fiscal 1994 and 1993 amounts have been
reclassified to conform with fiscal 1995 presentations.

2. PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

<TABLE>
<CAPTION>
December 31, January 1,
1995 1995
------------- ----------
(in thousands)
<S> <C> <C>
Land $ 19,595 $ 17,512
Buildings and leasehold improvements 43,097 39,135
Furniture, fixtures and equipment 16,836 15,961
Construction in progress 11,013 858
Land held for sale 882 1,089
-------- --------

91,423 74,555
Less accumulated depreciation and
amortization (13,296) (10,074)
-------- --------

$ 78,127 $ 64,481
======== ========
</TABLE>

F-8
<PAGE> 29
OOKER RESTAURANT CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995, JANUARY 1, 1995 AND JANUARY 2, 1994

3. OTHER ASSETS

Other assets consist of the following:

<TABLE>
<CAPTION>
December 31 January 1,
1995 1995
----------- ----------
(in thousands)
<S> <C> <C>
Deferred financing costs, net of
accumulated amortization of $573,000
and $465,000 $ 764 $ 753

Prepaid lease, net of accumulated
amortization of $46,000 and $33,000 643 617

Advances to Employee Stock Ownership
Plan 270 298

Liquor licenses, net of accumulated
amortization of $90,000 and $73,000 209 224

Other 142 145
------ ------

$2,028 $2,037
====== ======
</TABLE>

4. ACCRUED LIABILITIES

Accrued liabilities consist of the following:

<TABLE>
<CAPTION>
December 31 January 1,
1995 1995
----------- ----------
(in thousands)
<S> <C> <C>
Salaries and wages
$3,221 $2,274
Gift certificates payable 608 567
Sales tax payable 466 442
Property taxes 298 485

Other 950 665
------ ------

$5,543 $4,433
====== ======
</TABLE>

F-9
<PAGE> 30
OOKER RESTAURANT CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995, JANUARY 1, 1995 AND JANUARY 2, 1994

5. LONG-TERM DEBT

Long-term debt consists of the following:

<TABLE>
<CAPTION>
December 31, January 1,
1995 1995
------------ ----------
(in thousands)
<S> <C> <C>
Convertible subordinated debentures $17,870 $19,300

Revolving line of credit 18,106 9,300
------- -------

$35,976 $28,600
======= =======
</TABLE>

The convertible subordinated debentures (the "Debentures") mature October
1, 2002. The Debentures bear interest at 6.75% which is payable quarterly
on the first day of each January, April, July and October. The Debentures
are convertible at any time before maturity, unless previously redeemed,
into common shares of the Company at a conversion price of $21.5625 per
share, subject to adjustment for stock splits. The Debentures are
subordinated to all existing and future Senior Indebtedness of the Company
as defined in the indenture relating to the Debentures.

At the holder's option, the Company is obligated to redeem debentures
tendered during the period from August 1 through October 1 of each year,
commencing August 1, 1994, at 100% of their principal amount plus accrued
interest, subject to an annual aggregate maximum (excluding the redemption
option on the death of the holder) of $1,150,000. During fiscal years 1995
and 1994, the Company redeemed the annual aggregate maximum amount required
by the holder's option. The Company is also required to redeem debentures
at 100% of their principal plus accrued interest in the event of death of a
debenture holder up to a maximum of $25,000 per year per deceased debenture
holder. During fiscal years 1995 and 1994, the Company redeemed debentures
subject to this provision of $30,000 and $50,000, respectively.

The Debentures are redeemable at any time on or after October 1, 1994 at
the option of the Company, in whole or in part, at declining premiums. In
addition, upon the occurrence of certain changes of control of the Company,
the Company is obligated to purchase Debentures at the holder's option at
par plus accrued interest.

In December 1994, the Company recorded an extraordinary gain of $734,000
($484,000 after taxes) in connection with the repurchase of debentures in
the principal amount of $2,500,000. In December 1995, the Company
repurchased debentures in the principal amount of $250,000 resulting in a
gain of $23,000. These transactions were financed through funds available
under the revolving line of credit.

On December 22, 1995, the Company entered into a Revolving/Term Loan under
an Amended and Restated Loan Agreement (the Agreement) with a bank for
borrowings up to $33,000,000. Borrowings under the Agreement may be used
for general working capital purposes and costs incurred in expansion of the
restaurant business. The Agreement is secured by certain properties owned
by the Company. Beginning January 1, 1998, borrowing availability will be
reduced quarterly by a maximum of $1,650,000. Borrowings are due December
31, 1998.

Interest, payable quarterly, is at the Company's option at LIBOR plus 1.25%
up to LIBOR plus 2.00% or prime up to prime plus 0.50%, based on a
financial ratio as defined in the Agreement. Interest on borrowings at
December 31, 1995 ranged from 7.43% to 8.75%.

F-10
<PAGE> 31
OOKER RESTAURANT CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995, JANUARY 1, 1995 AND JANUARY 2, 1994

The Agreement contains certain restrictive covenants, including maintenance
of a minimum tangible net worth and fixed charge coverage ratio and
limitations on indebtedness, stock acquisitions, encumbrances and new
restaurant expansion. In addition, provided that net income of the prior
year exceeds $2,000,000, dividends can be declared but cannot exceed 15% of
the prior year's net income.

6. SHAREHOLDERS' EQUITY

The Company has authorized 5,000,000 shares of Class A participating
preferred stock, none of which have been issued.

In January 1990, the Board of Directors approved a Shareholder Rights Plan,
as amended, which provides that, in the event that a third party purchases
20% or more of total outstanding stock of the company, a dividend
distribution of one and one-half rights for each outstanding common share
will be made. These rights expire ten years from date of issuance, if not
earlier redeemed by the Company, and entitle the holder to purchase, under
certain conditions, preferred shares or common shares of the Company. As
of December 31, 1995, approximately 10,725,000 rights were outstanding.

7. INCOME TAXES

The provision for income taxes for the following fiscal years then ended
consists of:

<TABLE>
<CAPTION>
December 31, January 1, January 2,
1995 1995 1994
------------ -------- ---------
(in thousands)
<S> <C> <C> <C>
Current taxes:
Federal
$ 2,412 $ 1,037 $ 1,453
State and local 481 402 468
------- ------- -------
2,893 1,439 1,921
Deferred taxes (162) (159) 100
------- ------- -------

Provision for income taxes
before extraordinary item 2,731 1,280 2,021

Provision for income taxes on
extraordinary item -- 249 --
------- ------- -------

Provision for income taxes $ 2,731 $ 1,529 $ 2,021
======= ======= =======
</TABLE>

F-11
<PAGE> 32
OOKER RESTAURANT CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995, JANUARY 1, 1995 AND JANUARY 2, 1994

A reconciliation of the differences between income taxes calculated at the
Federal statutory tax rate and the provision for income taxes before
extraordinary item is as follows:

<TABLE>
<CAPTION>
Fiscal year ended
------------------------------------------
December 31, January 1, January 2,
1995 1995 1994
---- ---- ----
(in thousands)
<S> <C> <C> <C>
Income tax expense on income
before extraordinary item
based on the Federal statutory
rate
$ 2,435 $ 1,279 $ 1,875
State taxes, net of Federal tax
benefit
317 265 258
Reserve for tax examination 205 -- --
FICA tip tax credit (376) (250) --
Tax-exempt income and other 150 (14) (112)
------- ------- -------

$ 2,731 $ 1,280 $ 2,021
======= ======= =======
</TABLE>

Deferred income taxes are recorded based upon the difference between the
book and tax bases of assets and liabilities, primarily property and
equipment, preoperational costs and accrued liabilities. Deferred tax
assets at December 31, 1995 and January 1, 1995 were $373,000 and $137,000,
respectively. Deferred tax liabilities at December 31, 1995 and January 1,
1995 were $885,000 and $811,000, respectively.

8. EMPLOYEE STOCK OWNERSHIP PLAN

In 1989, the Company established an Employee Stock Ownership Plan (the
"ESOP" or the "Plan"). All employees who have reached the age of 21 years
are participants in the Plan. Participants vest in the Plan based upon a
graduated schedule providing 20 percent after three years of service and
each year thereafter, with full vesting after seven years.

The amount and frequency of contributions to the Plan are at the discretion
of the Company. Contributions of $73,000 were made to the ESOP during
fiscal 1995. No contributions were made during fiscal 1994 and 1993.
Dividends on shares held by the ESOP are used to reduce the Company's
receivable from the ESOP prior to allocation to ESOP participant accounts.
Shares forfeited due to participant withdrawals from the ESOP during fiscal
1995 will be reallocated to remaining participants as of the end of the
plan year, as was done for shares forfeited due to participant withdrawals
from the ESOP during fiscal 1994.

As of December 31, 1995, and January 1, 1995, the ESOP owns 335,000 and
363,000, respectively, of the Company's common shares, all of which are
allocated to eligible participants.

9. STOCK OPTION PLANS

The Company has employee stock option plans adopted in 1988 (1988 Plan) and
1992 (1992 Plan). Under these plans, employees and nonmanagement directors
are granted stock options and stock appreciation rights as determined by a
committee appointed by the Board of Directors (the Committee). Each option
permits the holder to purchase one share of common stock of the Company at
the stated exercise price up to ten years from the date of grant. The
stated exercise price is the market value of the stock on the date of
grant. Options vest at a rate of 25% per year. The Company has reserved
620,000 and 600,000 common shares for issuance to employees and 73,000 and
200,000 for issuance to nonmanagement directors under the 1988 Plan and
1992 Plan, respectively.

F-12
<PAGE> 33
OOKER RESTAURANT CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995, JANUARY 1, 1995 AND JANUARY 2, 1994

Changes in the number of shares under the stock option plans are summarized
as follows:

<TABLE>
<CAPTION>
Options Price
-------- -------------------
<S> <C> <C> <C>
Balance at January 3 , 1993 536,000 $ 4.03 - $17.75
Granted 282,000 17.75 - 21.75
Canceled (1,000) 4.03 - 4.41
Exercised (55,000) 4.03 - 11.19
-------- ----- ------
Balance at January 2, 1994 762,000 4.03 - 21.75
Granted 772,000 6.63 - 12.88
Canceled (634,000) 4.03 - 21.75
Exercised (6,000) 4.03 - 4.41
-------- ----- ------
Balance at January 1, 1995 894,000 4.03 - 21.75
Granted 65,000 6.75 - 11.00
Canceled (17,000) 6.75 - 11.19
Exercised (11,000) 4.03 - 7.63
-------- ----- ------

Balance at December 31, 1995 931,000 $ 4.03 - $21.75
======== ====== ======
</TABLE>

At December 31, 1995, options were exercisable to purchase 417,000 common
shares.

During fiscal 1994, the Committee changed the exercise price of certain
options through the authorization of the surrender and cancellation of
541,000 options and the reissuance of 398,000 options under the 1988 and
1992 Plans. The remaining 143,000 canceled options were made available for
subsequent reissuance.

10. LEASES

The Company leases buildings for certain of its restaurants under long-term
operating leases which expire over the next twenty- five years. In
addition to the minimum rental for these leases, the Company also pays, in
certain instances, additional rent based on a percentage of sales, and its
pro rata share of the lessor's direct operating expenditures. Several of
the leases provide for option renewal periods and scheduled rent increases.
Rental expense totaled $1,378,000, $1,637,000 and $1,394,000, including
percentage rent of $262,000, $247,000 and $245,000 for the fiscal years
ended December 31, 1995, January 1, 1995 and January 2, 1994, respectively.

Minimum rental commitments for noncancelable leases as of December 31, 1995
are as follows:

<TABLE>
<CAPTION>
Fiscal Year Ending Amount
------------------ ------
(in thousands)
<S> <C>
1996 $1,494
1997 1,498
1998 1,519
1999 1,545
2000 1,462
Thereafter 14,761
------

$22,279
=======
</TABLE>

F-13
<PAGE> 34
OOKER RESTAURANT CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995, JANUARY 1, 1995 AND JANUARY 2, 1994

11. SUPPLEMENTAL CASH FLOW INFORMATION

During 1995, the Company received $115,000 of its common stock from
the ESOP for partial repayment of the advances to the ESOP. The
common stock received was recorded as treasury stock.

During fiscal 1993, the Company acquired treasury stock of $1,347,000
which was included in accounts payable at January 2, 1994 and was paid
in fiscal 1994. Also, as described in Note 4, $643,000 related to the
repurchase of Debentures was included in accounts payable at January
1, 1995 and was paid during 1995.

Cash paid for interest for fiscal 1995, 1994 and 1993 was $1,489,000,
$2,175,000 and $1,007,000, respectively.

Cash paid for taxes for fiscal 1995, 1994 and 1993 was $2,581,000,
$895,000 and $1,169,000, respectively.

12. RELATED PARTIES

During October 1993, the Company advanced $375,000 to the Chairman of
the Board of Directors (the Chairman). This advance bore interest at
7%. Principal and interest were repaid in December 1993 and March
1994, respectively.

Effective March 9, 1994, the Board of Directors (the Board) authorized
the Company to execute a Guaranty and Suretyship Agreement whereby the
Company guaranteed $5,000,000 of personal indebtedness of the
Chairman. This indebtedness is secured by a pledge of 570,000 common
shares owned by the Chairman. The guaranty provides that the bank
will sell the pledged shares and apply the proceeds thereof to the
loan prior to calling on the Company for its guaranty. A fee of .25%
per annum is charged on the amount of the guarantee. On June 27,
1995, the Board requested the Chairman to refinance his personal
indebtedness with another bank. On December 27, 1995, the Board
authorized the Company to reimburse the Chairman $42,000 for
refinancing costs incurred in executing the request. The Company does
not consider it necessary to provide for a potential loss related to
the guarantee in the financial statements at this time.

13. SUBSEQUENT EVENT

In January 1996, the Company borrowed an additional $7,050,000 on its
revolving line of credit to finance the purchase of land and buildings
for which commitments existed at December 31, 1995.

F-14
<PAGE> 35
OOKER RESTAURANT CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995, JANUARY 1, 1995 AND JANUARY 2, 1994

14. QUARTERLY FINANCIAL DATA (UNAUDITED)

Quarterly financial data for fiscal year 1995 and 1994 are summarized
as follows:

<TABLE>
<CAPTION>
First Second Third Fourth
1995 Quarter Quarter Quarter Quarter
---- ------- ------- ------- -------
(in thousands, except per share data)
<S> <C> <C> <C> <C>
Sales $22,899 $22,694 $22,758 $23,327
Restaurant operating 3,556 3,547 3,615 3,743
income (a)
Income before income taxes 1,806 1,723 1,733 1,901
Net income 1,005 1,102 1,109 1,216
Earnings per share $.14 $.15 $.15 $.16
</TABLE>

<TABLE>
<CAPTION>
First Second Third Fourth
1994 Quarter Quarter Quarter Quarter
---- ------- ------- ------- -------
(in thousands, except per share data)

<S> <C> <C> <C> <C>
Sales $20,120 $20,830 $21,226 $21,993
Restaurant operating 2,473 2,159 2,452 2,924
income (a)
Income before income taxes
and extraordinary item 1,003 814 820 1,124
Extraordinary gain (net -- -- -- 484
of tax)
Net income 652 554 549 1,210
Earnings per share from
operations before
extraordinary item $ .09 $ .08 $ .07 $ .10
Earnings per share from
extraordinary gain -- -- -- $ .07
Net income per share $ .09 $ .08 $ .07 $ .17
</TABLE>

(a) Sales less food and beverages, labor, restaurant operating expenses
and depreciation and amortization.

F-15
<PAGE> 36

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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

COOKER RESTAURANT CORPORATION

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

FORM 10-K ANNUAL REPORT

FOR THE FISCAL YEAR ENDED:

DECEMBER 31, 1995

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

EXHIBITS

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

<PAGE> 37

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NUMBER OF PAGES INCORPORATED BY
NUMBER DESCRIPTION IN ORIGINAL DOCUMENT + REFERENCE
<S> <C> <C> <C>
3.1. Amended and Restated Articles of Incorporation of the
Registrant. 13 *

3.2. Amended and Restated Code of Regulations of the
Registrant. 12 *

4.1. See Articles FOURTH, FIFTH and SIXTH of the
Amended and Restated Articles of Incorporation of the
Registrant (see 3.1 above). 13 *

4.2. See Articles One, Four, Seven and Eight of the
Amended and Restated Code of Regulations of the
Registrant (see 3.2 above). 12 *

4.3. Rights Agreement dated as of February 1, 1990 between
the Registrant and National City Bank. 65 *

4.4. Amendment to Rights Agreement dated as of November
1, 1992 between the Registrant and National City Bank. 1 *

4.5. Letter dated October 29, 1992 from the Registrant to
First Union National Bank of North Carolina. 1 *

4.6. Letter dated October 29, 1992 from National City Bank
to the Registrant. 1 *

4.7. See Section 7.4 of the Amended and Restated Loan
Agreement dated as of December 22, 1995 between the
Registrant and First Union National Bank of
Tennessee (see 10.4 below). 31

4.8. Indenture dated as of October 28, 1992 between
Registrant and First Union National Bank of North
Carolina, as Trustee. 61 *

10.1. Purchase and Sale Agreement dated October 20, 1995
between GMRI, Inc. and Registrant. 17 *

10.2. First Amendment to Purchase and Sale Agreement dated
October __, 1995 between GMRI, Inc. and Registrant. 2 *

10.3. Joinder of Escrow Agreement dated October 25, 1995
among Lawyers Title Insurance Corporation, GMRI,
Inc. and Registrant. 2 *

10.4. Amended and Restated Loan Agreement dated
December 22, 1995 between Registrant and First Union
National Bank of Tennessee. 31 40

10.5. Form of Contingent Employment Agreement and
schedule of executed Agreements. 10 71

10.6. The Registrant's 1988 Employee Stock Option Plan, as
amended and restated. 14 *

10.7. The Registrant's 1992 Employee Stock Option Plan. 13 *
</TABLE>

+ The Registrant will furnish a copy of any exhibit to a beneficial owner of its
securities or to any person from whom a proxy was solicited in connection with
the Registrant's most recent Annual Meeting of Shareholders upon the payment of
a fee of fifty cents ($.50) per page.

E-1
<PAGE> 38
<TABLE>
<CAPTION>
EXHIBIT NUMBER OF PAGES INCORPORATED BY
NUMBER DESCRIPTION IN ORIGINAL DOCUMENT + REFERENCE
<S> <C> <C> <C>
10.8. The Registrant's 1988 Directors Stock Option Plan, as
amended and restated. 6 *

10.9. The Registrant's 1992 Directors Stock Option Plan, as
amended and restated. 6 *

10.10. The Registrant's 1996 Officers' Stock Option Plan 10 81

10.11. Guaranty and Suretyship Agreement dated March 22,
1994 between the Registrant and First Union National
Bank of Tennessee. 7 *

10.12. Reaffirmation and Amendment to Guaranty and
Suretyship Agreement between Registrant and
NationsBank of Tennessee, N.A. dated July 24, 1995. 2 *

10.13. Separation Agreement and General Release dated
October 26, 1994 between Registrant and William Z.
Esch 8 *

23.1. Consent of Price Waterhouse LLP. 1 91

24.1. Powers of Attorney. 10 92

24.2. Certified resolution of the Registrant's Board of Directors
authorizing officers and directors signing on behalf
of the Registrant to sign pursuant to a power of
attorney. 1 93

27.1. Financial Data Schedules (submitted electronically for
SEC information only). 1
</TABLE>

E - 2
<PAGE> 39

E - 3

<PAGE> 1
Exhibit 10.4

AMENDED AND RESTATED
LOAN AGREEMENT

Dated December 22, 1995

LENDER:

FIRST UNION NATIONAL BANK
OF TENNESSEE

BORROWER:

COOKER RESTAURANT CORPORATION
<PAGE> 2
AMENDED AND RESTATED LOAN AGREEMENT

This Amended and Restated Loan Agreement is entered into the
22nd day of December, 1995, by and between COOKER RESTAURANT CORPORATION
("Borrower"), an Ohio corporation, and FIRST UNION NATIONAL BANK OF TENNESSEE
("Lender"), a national banking association.

RECITALS
--------

WHEREAS, Lender has previously extended credit to Borrower
pursuant to the terms of that certain Loan Agreement dated August 26, 1991 (the
"First Agreement"); and

WHEREAS, Borrower and Lender have previously amended the First
Agreement pursuant to those instruments dated June 19, 1993, and January 11,
1995 (the First Agreement as amended is hereinafter referred to as the "Prior
Agreement"); and

WHEREAS, Lender has agreed to extend additional credit to
Borrower, on certain terms and conditions; and

WHEREAS, one condition to Lender's agreement to extend
additional credit is that Lender and Borrower must enter into a comprehensive
agreement setting forth all of the terms and conditions of Borrower's credit
and which amends and restates the Prior Agreement, as amended, in its entirety;

NOW, THEREFORE, as an inducement to cause Lender to extend
additional credit to Borrower, and for other valuable consideration, the
receipt and sufficiency of which are acknowledged, it is hereby agreed that the
Prior Agreement, as amended, is hereby amended and restated in its entirety as
set forth below:

ARTICLE I

DEFINITIONS
-----------

As used in this Agreement, the following capitalized terms
shall have the following meanings, unless the context expressly requires
otherwise:

"Advance" means any disbursement of funds to Borrower made
pursuant to this Agreement.

"Affiliate" means, with respect to any Person, another Person
that, directly or indirectly, (i) has an equity interest in that Person, in any
degree, (ii) has common ownership with that Person, in any degree, (iii)
Controls that Person, or (iv) shares common Control with that Person.

"Agreement" means this Loan Agreement (including all exhibits
hereto), as the same may be amended from time to time.

-2-

<PAGE> 3
"Bankruptcy Code" means Title I of the Bankruptcy Reform Act
of 1978, as it may be amended from time to time.

"Borrower" means Cooker Restaurant Corporation, an Ohio
corporation, its successors and assigns. This definition does not abrogate the
requirement set forth below restricting Borrower's ability to assign its rights
under this Agreement.

"Business Day" or "Business Days" means any day or days on
which Lender's main office in Nashville, Tennessee is open for business with
the public.

"Capital Lease" means a lease that would be characterized as a
financed sale under GAAP or under Article 9 of the UCC.

"Closing" means the time and place of the delivery of the
executed Loan Documents to Lender.

"Closing Date" means the date of this Agreement.

"Collateral" means any and all Property now or hereafter
securing the Obligations.

"Control" or "Controlled" means that a Person has the power to
conduct or govern the policies of another Person, whether this power exists as
a matter of law or through economic compulsion.

"Conversion Date" shall have the meaning assigned in Section
2.5 hereof.

"Debt" means, with respect to any Person, all obligations,
contingent or otherwise, that would be classified under GAAP as a liability of
that Person including, but not limited to, any nonrecourse obligations secured
by Property of that Person.

"Deed of Trust" means the deed of trust recorded in Davidson
County, Tennessee, as more particularly described below.

"Default" or "Event of Default" means the occurrence of any of
the events specified in Section 8.1 hereof, as to which any requirement for
notice or lapse of time has been satisfied.

"Encumbrance" means any interest in Property in favor of one
not the owner thereof, whether voluntary or involuntary, including, but not
limited to, (i) the lien or security interest arising from a deed of trust,
mortgage, pledge, security agreement, conditional sale, Capital Lease,
consignment, or bailment for security purposes, and (ii) reservations,
exceptions, encroachments, easements, rights-of-way, covenants, conditions,
restrictions, leases, and other title exceptions.

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<PAGE> 4
"Environmental Laws" means the Environmental Protection Act,
the Resource Conservation and Recovery Act of 1976, the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, the Hazardous
Materials Transportation Act and any other federal, state or municipal law,
rule or regulation relating to air emissions, water discharge, noise emissions,
solid or liquid waste disposal, hazardous or toxic waste or materials, or other
environmental or health matters.

"ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time, including (unless the context otherwise
requires) any rules or regulations promulgated thereunder.

"Financial Statements" means the balance sheet, income
statement, and statement of cash flows for Borrower dated October 1, 1995,
delivered by Borrower to Lender, and all notes thereto.

"GAAP" means generally accepted accounting principles
pronounced by the Financial Accounting Standards Board or any successor
thereto, as in effect from time to time.

"Hazardous Substances" means those substances included from
time to time within the definition of hazardous substances, hazardous
materials, toxic substances, or solid waste under the Comprehensive
Environmental Response, Compensation and Liability Act of 1980 as amended, 42
U.S.C. Section 9601 ET SEQ.; the Resource Conservation and Recovery Act of
1976, 42 U.S.C. Section 6901 ET SEQ.; the Hazardous Materials Transportation
Act, 49 U.S.C. Section 1801 ET SEQ., and in the regulations promulgated
pursuant to such acts and laws; and such other substances that are or become
regulated under any applicable local, state, or federal law or regulation
addressing environmental hazards.

"IRC" means the Internal Revenue Code of 1986, as amended from
time to time.

"Lease" means any Capital Lease or operating lease.

"Lender" means First Union National Bank of Tennessee, its
successors and assigns.

"Lender's Prime Rate" means the interest rate announced as
such by Lender from time to time. Lender's Prime Rate is not necessarily the
lowest rate charged by Lender. See also paragraph 2.2.

"Loan" means the aggregate borrowings by Borrower under this
Agreement.

"Loan Documents" means, collectively, each writing furnished
Lender in connection with this Agreement, whenever delivered.

"Maximum Lawful Rate" means the highest rate that Lender may
charge from time to time under applicable laws.

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<PAGE> 5
"Mortgage" means the mortgage recorded in Hamilton and
Franklin Counties in the State of Ohio, as more particularly described below.

"Obligations" means all present and future debts and other
obligations of Borrower to Lender, whether arising by contract, tort, guaranty,
overdraft, or otherwise; whether or not the advances or events creating such
debts or other obligations are presently foreseen; whether such obligations
were originally payable to Lender or are acquired by Lender from another
Person; and regardless of the class of the debts or other obligations, be they
otherwise secured or unsecured. Without limiting the foregoing, the
"Obligations" specifically includes the obligations of Borrower under this
Agreement and the other Loan Documents.

"PBGC" means the Pension Benefit Guaranty Corporation and any
entity succeeding to any or all of its functions under ERISA.

"Permitted Encumbrances" means:

(a) Encumbrances securing the payment of any of
the Obligations;

(b) Encumbrances securing taxes, assessments, or
other governmental charges not yet due or which are being
contested in good faith by appropriate action promptly
initiated and diligently conducted, if Borrower has made
reserve therefor as required by GAAP;

(d) Mechanics', repairmen's, materialmen's,
warehousemen's and other like liens arising by operation of
law securing accounts that are not delinquent;

(e) Purchase money security interests in equipment
as further described in Section 7.1 hereof;

(f) Encumbrances on real property used by
Borrower not securing monetary obligations, provided that (i)
if the affected property is included in the Collateral, the
Encumbrances have been approved by Lender and are disclosed in
the title insurance policies obtained by Lender, or (ii) if
the affected property is not included in the Collateral, the
Encumbrances are of a type customarily placed on real property
and do not materially impair the value of the affected
property; and

(g) Those matters disclosed in title insurance
policies delivered by Borrower to Lender insuring Lender's
interest in any Real Property pledged to Lender under the
terms of this Agreement, if such matters have been approved by
Lender.

"Person" means any individual, corporation, partnership, joint
venture, association, joint stock company, trust, unincorporated organization,
government, or any agency or political subdivision thereof, or any other form
of entity.

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<PAGE> 6
"Plan" means any employee benefit or other plan established or
maintained, or to which contributions have been made, by the Borrower or any
Subsidiary and covered by Title IV of ERISA or to which Section 412 of the IRC
applies.

"Property" or "Properties" means any interest in any kind of
property, whether real, personal, or mixed, or tangible or intangible.

"Real Property" means that certain real property described on
EXHIBIT A attached hereto and all present and future fixtures, leases, rents,
and other appurtenant rights, and such additional real property, wherever
located, owned by Borrower or to be acquired by Borrower with an Advance from
Lender, as may be approved by Lender as security for the Loan.

"Revolving/Term Loan" has the meaning assigned in Article II
of this Agreement.

"Solvent" shall mean, as to any Person, that the Person (i)
has capital sufficient to carry on its business and transactions and all
business and transactions in which it is about to engage, (ii) is able to pay
its Debts as they mature, and (iii) owns Property having present fair saleable
value greater than the amount required to pay its Debts.

"Subsidiary" means any Person in which Borrower has or has the
right to obtain under any conditions an equity interest of any degree or over
which Borrower has Control.

"UCC" means the Uniform Commercial Code as adopted in
Tennessee, as it may be amended from time to time.

"Unmatured Default" means any event or condition that, but for
the giving of any required notice by Lender and/or the passing of time, would
be a Default hereunder.

ARTICLE II

REVOLVING/TERM LOAN
-------------------

Concurrently with the execution of this Agreement, Lender
shall make a Revolving/Term Loan (the "Revolving/Term Loan") available to
Borrower under the following terms:

2.1 AMOUNT. The amount of the existing Sixteen Million
Three Hundred Thousand Dollars ($16,300,000) Loan shall be increased to
Thirty-Three Million Dollars ($33,000,000).

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<PAGE> 7
2.2 INTEREST RATE.

(a) The initial interest rate charged on the indebtedness
evidenced by the Note shall be based on the 30-day LIBOR Rate plus 162.50 basis
points and shall be in effect until March 31,1996.

(b) Thereafter, the interest rate charged on the
indebtedness outstanding under the Note shall be based on Borrower's
performance. Subject to the requirements of subparagraph (c) below, if (i)
Borrower's earnings performance satisfies the conditions set forth below, and
(ii) no defaults exist under the terms or provisions of any of the documents
evidencing or securing the Revolving/Term Loan, then the outstanding principal
balance of the Revolving/Term Loan shall bear interest at the corresponding
rate set forth below:

<TABLE>
<CAPTION>
Applicable Ratio Prime + LIBOR +
---------------- ------- -------
<S> <C> <C>
Greater than 7.75 50 basis points 200 basis points
7.01 to 7.75 0 basis points 175 basis points
6.00 to 7.00 0 basis points 150 basis points
Less than 6.00 0 basis points 125 basis points
</TABLE>

The Applicable Ratio shall be determined by dividing Borrower's EBITDA by the
average unpaid balance of the Revolving/Term Loan on the first and last days
of the quarter. The ratio will be calculated quarterly and will apply to all
outstandings for the following quarter. As used herein EBITDA shall mean for
the Borrower and its subsidiaries on a consolidated basis for any period, the
sum of consolidated net income, plus interest expense, plus any provision for
taxes based on income or profits that was deducted in computing consolidated
net income, plus depreciation, plus amortization of intangible assets.

(c) Unless notified by Borrower in writing to the
contrary the Prime Rate option set forth above shall apply to all sums
outstanding under the Revolving/Term Loan (except as otherwise provided in
paragraph (a)). When the Borrower requests disbursements in increments of
$1,000,000 (e.g. $1,000,000.00; $2,000,000.00; and $3,000,000.00), then the
Borrower may choose to have such disbursements bear interest at the 30-day,
90-day, or 180-day LIBOR Rate option as set forth above. At the end of each
interest rate period, when the LIBOR Rate option is chosen, the Borrower may
elect to have the LIBOR Rate apply for the succeeding 30-day, 90-day or 180-day
period. Borrower shall, not less than five (5) days before the beginning of
any interest rate period during which it desires to choose a LIBOR Rate option,
notify Lender of its intention to choose such option. Provided, finally, at no
time shall more than three (3) separate interest rates apply to borrowings
under the Revolving/Term Loan. Borrower will be responsible for all customary
and reasonable expenses associated with the prepayment of any disbursement when
the LIBOR Rate option is chosen for such disbursement and is prepaid prior to
the expiration of the LIBOR based period.

As used herein 30-day, 90-day or 180-day LIBOR rate shall mean
that rate per annum at which, in the opinion of the Lender, United States
Dollars in the amount of $5,000,000

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<PAGE> 8
are being offered to major top credit quality banks at 11:00 a.m. London time
two business days prior to the beginning of the interest rate period for which
Borrower desires to choose the 30-day, 90-day or 180-day LIBOR Rate for
settlement in immediately available funds by major top credit quality banks in
the Lending Interbank Market for a period equal to the chosen option.

The Lender's Prime Rate shall be that rate announced by Lender
from time to time as its Prime Rate and is one of several interest rate bases
used by Lender. Lender lends at rates both above and below Lender's Prime Rate
and Borrower acknowledges that Lender's Prime Rate is not represented or
intended to be the lowest or most favorable rate of interest offered by Lender.

In no event shall the rate of interest provided hereunder
exceed the Maximum Lawful Rate.

2.3 PAYMENTS. Payment of all obligations arising under
the Revolving/Term Loan shall be made as follows:

(a) INTEREST INSTALLMENTS. Interest on the outstanding
principal balance under the Revolving/Term Loan shall be paid in arrears on the
First (1st) day of each calendar quarter beginning on January 1, 1996.

(b) PRINCIPAL INSTALLMENTS/REDUCTION IN AVAILABILITY.
The Note and documents evidencing the Revolving/Term Loan shall also be revised
to reflect that accrued interest shall be due and payable quarterly in arrears.
Additionally, beginning on the first business day after January 1, 1998, and on
the first business day of each calendar quarter thereafter availability under
the Note shall be reduced by $1,650,000. Provided, however, if the
Revolving/Term Loan is not fully funded on January 1, 1998 the quarterly
principal installments shall be determined by dividing the actual principal
balance on such debt by twenty (20).

(c) VOLUNTARY PREPAYMENT. Except as provided above in
the case of LIBOR borrowings voluntary prepayments of principal or accrued
interest may be made, in whole or in part, at any time without penalty.

(d) ALL AMOUNTS DUE. All remaining principal, interest
and expenses outstanding under the Revolving/Term Loan shall become due
December 31, 1998.

2.4 USE OF PROCEEDS. Advances under the Revolving/Term
Loan shall be used by Borrower for general working capital purposes and costs
incurred in expansion of its restaurant business.

2.5 REVOLVING LOAN; ADVANCES. From the Closing Date
until December 31, 1997 (the "Conversion Date"), Borrower may from time to time
request and repay Advances under the Revolving/Term Loan, provided that the
total principal amount outstanding under the Revolving/Term Loan shall not at
any time exceed the amount stated in Section 2.1 above. No

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<PAGE> 9
reborrowings or additional Advances shall be permitted after the Conversion
Date. Prior to the Conversion Date, Advances under the Revolving/Term Loan
shall be disbursed as follows:

(a) ADVANCE REQUESTS. Lender may honor requests for
Advances under the Revolving/Term Loan made on Borrower's behalf by any agent
or purported agent of Borrower, whether such request is made in person, by
telephone, or in writing. Lender may require that requests for Advances be
submitted in writing, and may also require that Borrower submit with such
requests written warranties or other assurances reasonably acceptable to Lender
showing that Borrower has satisfied the conditions to funding set forth in this
Agreement.

(b) FUNDING. As long as Borrower meets the conditions
for funding stated in this Agreement, Lender shall fund Advances requested
under the Revolving/Term Loan within two (2) Business Days of the actual
receipt of Borrower's request by Dan Haley, Vice President of Lender, or by any
other loan officer of Lender. Draws shall be made in increments of One Hundred
Thousand Dollars ($100,000). All funds shall be disbursed directly into an
account maintained by Borrower with Lender. Borrower agrees that if Lender
elects to fund any requested Advance(s) sooner after requested than is required
of Lender hereunder, Lender may nevertheless use the entire response period
allowed hereunder upon receipt of any subsequent request, at Lender's sole
option.

(c) CONDITIONS TO FUNDING. Lender shall not be obligated
to make any Advance under the Revolving/Term Loan unless all of the following
conditions are satisfied as of the time of the request and of funding:

(i) All of the Loan Documents provided for
herein (or otherwise requested by Lender pursuant to the
"Further Assurances" provision hereof) to evidence and secure
the Revolving/Term Loan must have been executed and delivered
to Lender.

(ii) All warranties made in the Loan Documents
must be true as of the dates of the Advance request and as of
the date of funding thereof.

(iii) All covenants made in the Loan Documents must
have been complied with as of the dates of the Advance request
and funding thereof.

(iv) No Default or Unmatured Default shall exist
under this Agreement.

(v) There shall not have occurred any event, and
no condition shall exist, that has caused a material adverse
change in the financial condition, operations or prospects of
Borrower.

(d) IMPLIED REPRESENTATIONS UPON REQUEST FOR ADVANCE.
Upon making any request for an Advance under the Revolving/Term Loan, Borrower
shall be deemed to have warranted to Lender that all conditions to funding are
satisfied as of the submission of the request to Lender.

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<PAGE> 10
(e) ADVANCE NOT WAIVER. Lender's making of any Advance
under the Revolving/Term Loan that it is not obligated to make under Section
2.5(c) above shall not be construed as a waiver of Lender's right to withhold
future Advances, declare a Default, or otherwise demand strict compliance with
this Agreement.

2.6 DRAWS BY DEBIT MEMORANDUM. Lender may draw amounts
available under the Revolving/Term Loan to pay any Obligation that is not
otherwise timely paid, provided that Lender has previously given Borrower
notice of the nature and amount of such obligation and Borrower has not made
payment thereof after demand by Lender.

ARTICLE III

CONDITIONS PRECEDENT
--------------------

3.1 CONDITIONS TO INITIAL ADVANCE. Lender shall not be
obligated to make its initial Advance under the Loan on the Closing Date unless
and until Borrower provides Lender with the following documents, all fully
executed by all appropriate parties and in form and substance satisfactory to
Lender:

(a) THIS AGREEMENT.

(b) REVOLVING/TERM LOAN NOTE as amended on June 23, 1993,
on January 11, 1995, and by instrument of even date herewith made by Borrower
payable to the order of Lender in the maximum principal amount stated in
Section 2.1 hereof.

(c) DEED OF TRUST as amended on June 23, 1993, on January
11, 1995, and by instrument of even date herewith encumbering three parcels of
Real Property located in Davidson County, Tennessee with a first priority deed
of trust lien, and the following related documents:

(i) Title insurance policy issued by a national
title insurance company acceptable to Lender, insuring the
deed of trust lien in favor of Lender subject only to
Permitted Encumbrances.

(ii) Survey of each parcel of Real Property, with
a surveyor's certification sufficient to induce the title
insurance company to delete from the title policy any
exception for matters of survey.

(iii) Owner's affidavit sufficient to induce the
title insurance company to delete all standard exceptions from
the title policy.

(iv) Phase 1 environmental audit report on each
parcel of Real Property issued by an environmental engineering
firm acceptable to Lender pursuant to a professional services
contract entered into with Lender.

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<PAGE> 11
(v) Evidence that Borrower has obtained the
insurance required pursuant to this Agreement with respect to
each parcel of Real Property.

(vi) Appraisal of each parcel of Real Property,
issued to Lender by an appraiser satisfactory to Lender and
which, taken together with the appraisals of the Real Property
Collateral located in Ohio, has a total appraised value of at
least $8,400,000.

(d) MORTGAGE as amended on June 23, 1993, on January 11,
1995, and by instrument of even date herewith encumbering three parcels of Real
Property Collateral located in Franklin and Hamilton Counties, Ohio with a
first priority mortgage lien, and the following related documents:

(i) Title insurance policy issued by a national
title insurance company acceptable to Lender, insuring the
deed of trust lien in favor of Lender subject only to
Permitted Encumbrances.

(ii) Survey of each parcel of Real Property, with
a surveyor's certification sufficient to induce the title
insurance company to delete from the title policy any
exception for matters of survey.

(iii) Owner's affidavit sufficient to induce the
title insurance company to delete all standard exceptions from
the title policy.

(v) Evidence that Borrower has obtained the
insurance required pursuant to this Agreement with respect to
the Real Property.

(vi) Appraisal of each parcel of Real Property,
issued to Lender by an appraiser satisfactory to Lender and
which, taken together with the appraisals of the Collateral
located in Tennessee, has a total appraised value of at least
$8,400,000.

(e) CURRENT CERTIFIED COPY OF BORROWER'S CORPORATE
CHARTER, issued by the Ohio Secretary of State.

(f) CURRENT CERTIFICATE OF BORROWER'S GOOD STANDING
issued by the Ohio Secretary of State.

(g) CURRENT CERTIFICATES OF AUTHORITY issued by the
secretaries of state for Florida, Georgia, Kentucky, Maryland , Virginia,
Tennessee, Michigan and Indiana, being states other than Ohio in which Borrower
operates restaurants.

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<PAGE> 12
(h) CERTIFIED COPY OF RESOLUTIONS of Borrower's Board of
Directors authorizing a named officer or officers to execute the Loan Documents
and confirming the incumbency of those officers.

(i) OPINIONS OF BORROWER'S COUNSEL addressed to Lender,
addressing matters reasonably required by Lender.

(j) SUCH OTHER DOCUMENTS as Lender may reasonably
require.

3.2 CONDITIONS TO SUBSEQUENT ADVANCES. Lender shall not
be obligated to make Advances after the Closing Date unless and until all
conditions set forth in Section 3.1 and those set forth in Section 2.5(c) are
satisfied.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES
------------------------------

Borrower represents, and warrants to Lender that, as of the
Closing Date:

4.1 CAPACITY. Borrower is an Ohio corporation, validly
existing and in good standing under the laws of the State of Ohio. Borrower is
qualified or authorized to do business in all jurisdictions other than Ohio in
which its ownership of property or conduct of business requires such
qualification or authorization. Borrower has the power and authority to own
its Properties and to carry on its business as now being conducted and as
proposed to be conducted after the execution hereof, to execute and perform
this Agreement and the other Loan Documents, and to execute, deliver and
perform its obligations under the other Loan Documents.

4.2 AUTHORIZATION. Borrower's execution, delivery and
performance of this Agreement and the other Loan Documents have been duly
authorized by all requisite corporate action.

4.3 BINDING OBLIGATIONS. This Agreement is and the other
Loan Documents, when executed and delivered to Lender, will be, legal, valid
and binding upon Borrower, enforceable in accordance with their respective
terms.

4.4 NO CONFLICTING LAW OR AGREEMENT. Borrower's
execution, delivery and performance of this Agreement and the other Loan
Documents do not constitute a breach of or default under, and will not violate
or conflict with, any provisions of the Charter or By-Laws of Borrower; any
contract, financing agreement, Lease, or other agreement to which Borrower is a
party or by which its Properties may be affected; or any law, regulation,
order, injunction, judgment, decree, or writ to which Borrower is subject or by
which its Properties may be affected; nor will the same result in the creation
or imposition of any Encumbrance upon any Properties of Borrower, other than
those contemplated by the Loan Documents.

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<PAGE> 13
4.5 NO CONSENT REQUIRED. Borrower's execution, delivery,
and performance of the Loan Documents do not require the consent or approval of
or the giving of notice to any Person other than the approval of Borrower's
Board of Directors.

4.6 FINANCIAL STATEMENTS. The Financial Statements are
complete and correct, have been prepared in accordance with GAAP, and present
fairly the financial condition and results of operations of Borrower as of the
date and for the period stated therein. No material adverse change in the
financial condition of Borrower has occurred since the date of the Financial
Statements. Borrower acknowledges that Lender has advanced (or shall advance)
the Loan in reliance upon the Financial Statements.

4.7 FISCAL YEAR. Borrower's fiscal year ends on the
Sunday closest to December 31 of each year, and Borrower will not change its
fiscal year without Lender's prior written consent.

4.8 LITIGATION. Except as disclosed on EXHIBIT B hereto,
there is no litigation, legal or administrative proceeding, tax audit,
investigation, or other action of any nature pending or, to the knowledge of
Borrower, threatened against, likely to be instituted against or affecting
Borrower or any of its Properties. Borrower is not subject to any outstanding
court or administrative order, writ or injunction. To the best of Borrower's
knowledge, information and belief, no facts exist that give claims to third
parties against Borrower, except as disclosed in the Financial Statements.

4.9 TAXES; GOVERNMENTAL CHARGES. Borrower has filed or
caused to be filed all tax returns and reports required to be filed. Borrower
has paid, or made adequate provision for the payment of, all taxes that have or
may have become due pursuant to such returns or otherwise, or pursuant to any
assessment received by Borrower, except such taxes, if any, as are being
contested in good faith by appropriate proceedings and for which adequate
reserves have been provided. Borrower knows of no proposed material tax
assessment against it and no extension of time for the assessment of federal,
state or local taxes of Borrower is in effect or has been requested, except as
disclosed in the Financial Statements. Borrower has made all required
withholding deposits.

4.10 TITLE TO REAL PROPERTY. Borrower has good and
marketable title to the Real Property, free and clear of all Encumbrances
except for Permitted Encumbrances.

4.11 NO DEFAULT. Borrower is not in default in any
respect that affects its business, Properties, operations, or condition,
financial or otherwise, under any indenture, mortgage, deed of trust, credit
agreement, note, agreement, lease, sale agreement or other instrument to which
Borrower is a party or by which its Properties are bound. To the best of
Borrower's knowledge, information and belief, no other party to any contract
with Borrower is in default or breach thereof and no circumstances exist which,
with the giving of notice and/or the passing of time would constitute such
default or breach. No Default or Unmatured Default exists under this
Agreement.

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<PAGE> 14
4.12 CASUALTIES; TAKING OF PROPERTIES. Neither the
business nor the Property of Borrower is presently impaired as a result of any
fire, explosion, earthquake, flood, drought, windstorm accident, strike or
other labor disturbance, embargo, requisition or taking of property,
cancellation of contracts, permits, concessions by any domestic or foreign
government or any agency thereof, riot, activities of armed forces or acts of
God or of any public enemy.

4.13 COMPLIANCE WITH LAWS. To the best of Borrower's
knowledge, information and belief, Borrower is not in violation of any law,
judgment, decree, order, ordinance, or governmental rule or regulation to which
Borrower, its business or any of its Properties are subject, and there are no
outstanding citations, notices or orders of noncompliance issued to Borrower
under any such law, rule or regulation. Borrower has obtained all licenses,
permits, franchises, or other governmental authorizations necessary to the
ownership of its Properties or to the conduct of Borrower's business. All
improvements on the Real Property conform in all material respects to all
applicable state and local laws, zoning and building ordinances and health and
safety ordinances, and such Real Property is zoned for the purposes for which
such Real Property and improvements thereon are presently being used.

4.14 ERISA. To the best of Borrower's knowledge,
information and belief, Borrower is in compliance in all material respects with
the applicable provisions of ERISA. Borrower has not incurred and shall not
incur any material "accumulated funding deficiency" within the meaning of
ERISA, and Borrower has not incurred any material liability to PBGC in
connection with any Plan. No reportable event or prohibited transaction has
occurred and is continuing or shall occur with respect to any Plan.

4.15 FULL DISCLOSURE OF MATERIAL FACTS. Borrower has
fully advised Lender of all matters involving Borrower's financial condition,
operations, Properties or industry that would be reasonably expected to have a
material adverse effect on the financial condition, operations, Properties or
prospects of Borrower. No information, exhibit, or report furnished or to be
furnished by Borrower to Lender in connection with this Agreement contains, as
of the date thereof, any misrepresentation of fact or failed or will fail to
state any material fact, the omission of which would render the statements
therein materially false or misleading.

4.16 INVESTMENT COMPANY ACT. Borrower is not an
"investment company" or a company "controlled" by an "investment company"
within the meaning of the Investment Company Act of 1940, as amended.

4.17 PERSONAL HOLDING COMPANY. Borrower is not a
"personal holding company" as defined in Section 542 of the Internal Revenue
IRC.

4.18 SOLVENCY. Borrower is Solvent as of the Closing Date.

4.19 GOVERNMENT CONTRACTS. Borrower is not subject to the
renegotiation of any government contracts.

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<PAGE> 15
4.20 CHIEF EXECUTIVE OFFICE. The address designated
herein to which notices are to be sent is Borrower's chief executive office
within the meaning of Tennessee Code Annotated Section 47-9-103(3)(d).

4.21 SUBSIDIARIES. Borrower has no Subsidiaries.

4.22 OWNERSHIP OF PATENTS, LICENSES. ETC. Borrower owns
all licenses, permits, franchises, registrations, patents, copyrights,
trademarks, trade names or service marks, or the rights to use the foregoing,
that are necessary for the continued operation of Borrower's business.

4.23 ENVIRONMENTAL COMPLIANCE. Borrower has duly complied
with, and its Properties are owned and operated in compliance with, all
Environmental Laws. There have been no citations, notices or orders of
non-compliance issued to Borrower or relating to its business or Properties.
Borrower has obtained all required federal, state and local licenses,
certificates or permits relating to Borrower and its Properties.

4.24 LABOR MATTERS. Borrower is not subject to any
collective bargaining agreements or any agreements, contracts (other than
certain employment contracts with key executive officers), decrees or orders
requiring Borrower to recognize, deal with or employ any Person. No demand for
collective bargaining has been asserted against Borrower by any union or
organization. Borrower has not experienced any strike, labor dispute, slowdown
or work stoppage due to labor dispute and, to the best knowledge of Borrower,
there is no such strike, dispute, slowdown or work stoppage threatened against
Borrower. Borrower is in compliance in all material respects with the Fair
Labor Standards Act of 1938, as amended, and the Federal Occupational Safety
and Health Act, as amended, and all regulations under the foregoing.

4.25 TRADE RELATIONS. There exists no actual or
threatened determination, cancellation or limitation of, or any modification or
change of, the business relationship between Borrower and any customer or any
group of customers whose purchases individually or in the aggregate are
material to the business of Borrower, or with any material supplier, and there
exists no present condition or state of facts or circumstances that would
materially and adversely affect Borrower or prevent Borrower from conducting
such business after the consummation of the transaction contemplated by this
Agreement in substantially the same manner in which it was heretofore
conducted.

ARTICLE V

AFFIRMATIVE COVENANTS
---------------------

Borrower covenants that, during the term of this Agreement
(and thereafter where expressly stated herein):

5.1 FINANCIAL STATEMENTS AND REPORTS. Borrower shall
furnish to the Lender or cause the Lender to receive all of the following, all
of which must be in form and substance satisfactory to the Lender:

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<PAGE> 16
(a) ANNUAL REPORTS. Within 90 days after the end of each
Fiscal Year, Borrower shall deliver to Lender audited financial statements,
including without limitation, balance sheets of Borrower as of the end of such
year and the related audited statements of income, retained earnings and cash
flows for such year, together with supporting schedules, all such statements
prepared in accordance with GAAP and accompanied by an unqualified audit report
prepared by an independent certified public accountant acceptable to Lender
showing the financial condition of Borrower at the close of such year and the
results of its operations during such year. If applicable, these reports shall
be provided in both consolidated and consolidating forms. Also, Borrower shall
annually provide its SEC Form 10-K and corporate proxy to Lender.

(b) QUARTERLY REPORTS. Within forty-five (45) days after
the end of each calendar quarter, Borrower shall deliver to Lender unaudited
quarterly financial statements with supporting schedules in the form of an SEC
Form 10-Q, including without limitation, balance sheet and income statement of
Borrower, together with supporting schedules, all prepared by Borrower and
certified by Borrower's president or chief financial officer to be, in his
opinion, complete and correct and to present fairly, in accordance with GAAP
(excluding year-end adjustments and required footnote disclosures), the
financial condition of Borrower as of the date of such statements and the
results of its operations for such period, together with a compliance
certificate signed by such officer stating that no Default or Unmatured Default
exists under this Agreement. In addition quarterly same store sales
information on a month-to-month and year-to-date basis and all information
provided to stock analysts shall be delivered concurrently with and in addition
to the statements described above.

(c) ACCOUNTANT REPORTS. Promptly upon the receipt
thereof, Borrower shall deliver to Lender a copy of each other report (other
than work papers) submitted to Borrower by its accountants in connection with
any annual, interim or special audit made by them of the books of Borrower.

(d) SHAREHOLDER MAILINGS. Promptly upon the sending
thereof, Borrower shall deliver to Lender a copy of each statement, report or
notice sent by Borrower to its shareholders.

(e) OTHER REPORTS. With reasonable promptness, Borrower
shall deliver to Lender such other information and data as reasonably requested
by Lender regarding Borrower, its business operations and Properties.

5.2 TAXES AND OTHER ENCUMBRANCES. Borrower shall make
due and timely payment or deposit of all federal, state and local taxes,
assessments or contributions required of it by law, and execute and deliver to
Lender, on demand, appropriate certificates attesting to the payment or deposit
thereof. Borrower shall make due and timely payment or deposit of all F.I.C.A.
payments and withholding taxes required of it by all applicable laws.

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<PAGE> 17
5.3 MAINTENANCE OF EXISTENCE AND ASSETS; COMPLIANCE WITH
LAW.

(a) CORPORATE EXISTENCE. Borrower shall maintain its
corporate existence, name, rights, and franchises and maintain its
qualification and good standing in all states in which such qualification is
necessary.

(b) COMPLIANCE WITH LAWS. Borrower shall observe and
comply with all applicable laws, statutes, codes, acts, ordinances, orders,
judgments, decrees, injunctions, rules, regulations, and requirements of all
federal, state, county, municipal, and other governments, and shall maintain
all certificates, franchises, permits, licenses, and authorizations necessary
to the conduct of its business or the operation of its Properties, and will
conduct its business in an orderly, efficient and regular manner and comply
with the terms of any indenture, contract or other instrument to which it may
be a party or under which it or its Properties may be bound.

(c) MAINTENANCE OF PROPERTY. Borrower shall maintain its
Property (and any Property leased by or consigned to it or held under title
retention or conditional sales contracts) in good and workable condition at all
times and make all repairs, replacements, additions, and improvements to its
Property reasonably necessary and proper to ensure that the business carried on
in connection with its Property may be conducted properly and efficiently at
all times.

5.4 FURTHER ASSURANCES. Borrower shall promptly cure any
defects in the creation, issuance, and delivery of the Loan Documents.
Borrower at its expense will execute (or cause to be executed) and deliver to
Lender upon request all such other and further documents, agreements, and
instruments in compliance with or accomplishment of the covenants and
agreements of Borrower in the Loan Documents, or to evidence further and to
describe more fully any Collateral intended as security for the Obligations, or
to correct any omissions in the Loan Documents, or to state more fully the
Obligations and agreements set out in any of the Loan Documents, or to perfect,
protect, or preserve any Encumbrances created pursuant to any of the Loan
Documents, or to make any recordings, to file any notices, or to obtain any
consents, all as may be reasonably necessary or appropriate in connection
therewith.

5.5 INSURANCE.

(a) GENERAL INSURANCE REQUIREMENTS. In addition to the
other specific requirements set forth in this Agreement and in other Loan
Documents, Borrower shall maintain insurance on all insurable Properties now or
hereafter owned by Borrower against such risks and to the extent customary in
Borrower's industry, and shall maintain or cause to be maintained public
liability, worker's compensation and business interruption insurance to the
extent customary in Borrower's industry.

(b) INSURANCE ON TANGIBLE COLLATERAL. Borrower shall
keep the Real Property (and any other Collateral subsequently pledged by
Borrower to Lender to secure the Obligations) insured against "all risks of
physical loss" (except earthquake, unless Lender specifically so requires at
its election, and also including flood insurance, if applicable) under a
casualty insurance policy with the "replacement cost" endorsement and a
deductible calculated on an "occurrence" basis of no more than $50,000. Public
liability coverage shall be obtained on all

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<PAGE> 18
Real Property locations included in the Collateral in an amount of at least
$1,000,000 per occurrence. The following provisions shall apply to all such
insurance policies issued with respect to tangible Collateral, including the
Real Property:

(i) Each insurance policy shall be issued by an
insurance company with a rating of "A" or better by A. M. Best
& Co.

(ii) Each casualty policy shall name Lender as
first insured mortgagee pursuant to a non-contribution
mortgagee clause satisfactory to Lender, and all liability
insurance policies shall name Lender as an additional insured.
The issuers of such policies must agree in writing (by the
policy provisions, endorsement or letter) to give Lender at
least twenty (20) days prior written notice before termination
or any reduction of amount or scope of coverage.

(iii) Borrower shall deliver such original policies
to Lender. Not less than thirty (30) days prior to the
expiration date of each policy of insurance required under
this Instrument, Borrower shall deliver to Lender evidence of
the renewal of such policy or policies or of the substitution
of another policy or policies complying with the terms of this
Agreement. Lender may require that such evidence consist of
the presentment of a renewal policy or policies marked
"premium paid." If Borrower fails to maintain the required
insurance, Lender may, at Lender's option and without notice
to Borrower, obtain such insurance, or Lender may obtain
single interest coverage insuring only Lender's interest in
the Collateral. In no event shall Lender be under any
obligation to procure or maintain insurance on the Collateral.
The cost of any insurance so obtained shall become part of the
Obligations and shall be due from Borrower upon demand.

(iv) Borrower hereby assigns to Lender, as further
security for the payment of the Obligations, all policies of
insurance which now or hereafter insure against any loss or
damage to the Collateral. Borrower shall promptly give
written notice to Lender of any loss or damage to the
Collateral and will not adjust or settle any such loss without
the written consent of Lender. If Lender, on account of any
insurance on the Collateral, receives any money for loss or
damage, such amount may, in the reasonable exercise of
Lender's discretion, be retained and applied by Lender toward
payment of the Obligations, or be paid to Borrower, wholly or
in part, subject to such conditions as Lender may require.
Lender is hereby irrevocably appointed attorney-in-fact for
Borrower to receive any sums collected under insurance
policies insuring the Collateral, to endorse any drafts or
instruments received under such policies, and to make proof of
loss for, settle, and give binding acquittances for claims
under such policies.

(v) Borrower covenants that it will not do any
act or voluntarily suffer or permit any act to be done whereby
any insurance required hereunder shall or may be suspended,
impaired or defeated, unless replaced with similar insurance
required hereby without any intervening lapse of coverage.

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<PAGE> 19
5.6 ACCOUNTS AND RECORDS. Borrower shall maintain
current books of record and account, in which full, true, and correct entries
will be made of all transactions.

5.7 CORPORATE RECORDS. Borrower shall maintain current
corporate minute books and stock ledgers.

5.8 BANKING RELATIONSHIPS. Borrower shall maintain its
deposit accounts with Lender or with other FDIC-insured depository institutions.

5.9 RIGHT OF INSPECTION. Borrower shall permit any
officer, employee, or agent of Lender to visit and inspect any of the Property
of Borrower, to examine Borrower's books of record and accounts and Borrower's
corporate records, to take copies and extracts from such books of record and
accounts, and to discuss the affairs, finances, and accounts of Borrower with
Borrower's respective officers, accountants, and auditors, all at such
reasonable times and as often as Lender may reasonably desire. Without
limiting Lender's right to obtain equitable relief as to any other appropriate
right in this Agreement or in other Loan Documents, Borrower agrees that the
rights in this Section may be enforced by affirmative injunction and, to the
extent the right to review records may be denied, the right may be enforced by
a restraining order prohibiting the interference by Borrower with Lender's
exercise of its rights to review of the records.

5.10 NOTICE OF CERTAIN EVENTS. Borrower shall promptly
notify Lender if Borrower learns of the occurrence of (i) any event that
constitutes a Default or an Unmatured Default together with a detailed
statement of the steps being taken as a result thereof; (ii) any legal,
judicial, or regulatory proceedings affecting Borrower which, if adversely
determined, would have a material adverse effect on the business or the
financial condition of Borrower; (iii) any material adverse changes, either
individually or in the aggregate, in the assets, liabilities, financial
condition, business, operations, affairs, or circumstances of Borrower from
those reflected in the Financial Statements or from the facts warranted or
represented in any Loan Document, or (iv) any default by Borrower under Debt to
any party other than Lender, unless cured within any grace period applicable
thereto.

5.11 ERISA INFORMATION AND COMPLIANCE. Borrower shall
comply with ERISA and all other applicable laws governing any pension or profit
sharing plan or arrangement to which Borrower is a party. Borrower shall (i)
provide Lender with copies of any annual report required to be filed pursuant
to ERISA with respect to any plan or any other employee benefit plan; (ii)
notify Lender as soon as practicable of any "reportable event," "prohibited
transaction" or "withdrawal liability" within the meaning of ERISA and of any
additional act or condition arising in connection with any Plan which Borrower
believes might constitute grounds for termination thereof by the PBGC or for
the appointment of a trustee to administer the Plan; and (iii) furnish to
Lender, promptly upon request, such additional information concerning any Plan
or any other employee benefit plan as Lender may request.

5.12 INDEMNITY; EXPENSES. Borrower agrees to indemnify,
defend (with counsel reasonably satisfactory to Lender) and hold harmless
Lender against any loss, liability, claim or expense, including reasonable
attorneys' fees, that Lender may incur in connection with the Obligations,
except for (i) the ordinary overhead of Lender associated with the receipt of

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<PAGE> 20
payments under the Loans and (ii) for losses, etc. arising from the willful
misconduct or gross negligence of Lender.

Without limiting the foregoing, upon demand by Lender, Borrower will advance to
Lender or, at Lender's option, reimburse Lender for, the following expenses if
not paid by Borrower promptly after written demand by Lender:

(a) TAXES. All taxes that Lender may be required to pay
because of the Obligations or because of Lender's interest in any property
securing the payment of the Obligations.

(b) PROTECTION OF COLLATERAL. All costs of preserving,
insuring, preparing for sale (whether by improvement, repair or otherwise) or
selling any collateral securing the Obligations.

(c) COSTS OF COLLECTION. All court costs and other costs
of collecting any debt, overdraft or other obligation included in the
Obligations, including reasonable compensation for time spent by employees of
Lender.

(d) LITIGATION. All reasonable costs arising from any
litigation, investigation, or administrative proceeding (whether or not Lender
is a party thereto) that Lender may incur as a result of the Obligations or as
a result of Lender's association with Borrower, including, but not limited to,
expenses incurred by Lender in connection with a case or proceeding involving
Borrower under any chapter of the Bankruptcy Code or any successor statute
thereto.

(e) ATTORNEYS' FEES. Reasonable attorneys' fees incurred
in connection with any of the foregoing.

If Lender pays any of the foregoing expenses after written notice to Borrower
and Borrower's refusal to pay the same, they shall become a part of the
Obligations and shall bear interest at the Maximum Lawful Rate. This Section
shall remain in full effect regardless of the full payment of the Obligations,
the purported termination of this Agreement, the delivery of the executed
original of this Agreement to Borrower, or the content or accuracy of any
representation made by Borrower to Lender; provided, however, Lender may
terminate this Section by executing and delivering to Borrower a written
instrument of termination specifically referring to this Section.

5.13 ASSISTANCE IN LITIGATION. Borrower covenants to,
upon request, cooperatively participate in any proceeding in which Borrower is
not an adverse party to Lender and which concerns Lender's rights regarding the
Obligations or any collateral securing its payment.

5.14 ESTOPPEL LETTERS. Borrower covenants to provide
Lender, within five (5) days after request, an estoppel letter stating (i) the
balance of the Obligations, (ii) whether Borrower has any defenses to payment
of the obligations, and (iii) the nature of any defenses to payment of the
Obligations. Such balance as presented for confirmation and the nonexistence
of

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<PAGE> 21
defenses shall be presumed if Borrower fails to respond to such a request
within the required period.

5.15 ENVIRONMENTAL MATTERS.

(a) COMPLIANCE WITH ENVIRONMENTAL LAWS. Borrower will
not use, generate, manufacture, produce, store, release, discharge or dispose
of on, under or about any of its Properties, or transport to or from any of
Borrower's Properties, any Hazardous Substance, or permit any other Person or
entity to do so, in a manner that would violate any Environmental Law, and
shall maintain and operate its Properties in compliance with all Environmental
Laws.

(b) REMEDIAL WORK. If any investigation, site
monitoring, containment, clean-up, removal, restoration or other remedial work
of any kind or nature with respect to Borrower's Properties is required to be
performed by Borrower under any applicable local, state or federal law or
regulation, any judicial order, or by any governmental or non-governmental
entity or Person because of, or in connection with, the current or future
presence, suspected presence, release or suspected release of a Hazardous
Substance in or into the air, soil, groundwater, surface water or soil vapor
at, on, about, under, or within any of Borrower's Property (or any portion
thereof), Borrower shall within 30 days after written demand for performance
thereof (or such shorter period of time as may be required under applicable
law, regulation, order or agreement), commence and thereafter diligently
prosecute to completion, all such remedial work.

(c) INDEMNIFICATION OF LENDER. Borrower agrees to
indemnify, defend (with counsel satisfactory to Lender) and hold harmless
Lender against any loss, liability claim or expense, including attorneys' fees,
that Lender may incur as a result of the violation or alleged violation of any
Environmental Law by Borrower or with respect to any other violation of
Environmental Laws with respect to Borrower's Properties. This covenant shall
survive the repayment of the Loan.

ARTICLE VI

FINANCIAL COVENANTS
-------------------

6.1 TANGIBLE NET WORTH. Borrower shall maintain a
minimum Tangible Net Worth for each fiscal quarter equal to or greater than $35
million beginning at fiscal year-end 1995 and at all times thereafter; and then
Borrower shall maintain a minimum Tangible Net Worth equal to or greater than
$40 million beginning at fiscal year-end 1996 and at all times thereafter and
then Borrower shall maintain a minimum Tangible Net Worth equal to or greater
than $45 million beginning at fiscal year-end 1997 and at all times thereafter;
and then Borrower shall maintain a minimum Tangible Net Worth equal to or
greater than $52.5 million beginning at fiscal year-end 1998 and thereafter.
As used herein "Tangible Net Worth" shall mean stockholders' equity determined
according to GAAP less all assets that would be classified as intangible assets
under GAAP, including but not limited to, goodwill, patents, trademarks, trade
names, copyrights and franchises.

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<PAGE> 22
6.2 FIXED CHARGE COVERAGE. Borrower shall maintain a
minimum Fixed Charge Coverage Ratio calculated for each fiscal quarter on a
rolling quarter average of not less than 1.15. As used herein, "Fixed Charge
Coverage Ratio" shall be calculated as follows:

Net income + Depreciation + Amortization +
------------------------------------------
Interest Expenses + Lease Expense
---------------------------------

*CMLTD + SubDebt Called + Interest + Lease Expense +
20% of Avg. Outstanding on Revolving/Term Loan During Previous Four Quarters

*Excludes Revolving Paydowns

6.3 FUNDED SENIOR DEBT TO TOTAL CAPITALIZATION. The
ratio of Funded Senior Debt to Total Capitalization shall not be greater than
50%. Total Capitalization shall be defined as Senior Debt plus Subordinated
Debt plus Equity.

ARTICLE VII

NEGATIVE COVENANTS
------------------

Borrower covenants and agrees that, without Lender's prior
written consent, which may be withheld in Lender's sole discretion exercised
reasonably and in good faith, Borrower shall not, either directly or
indirectly:

7.1 DEBTS, GUARANTIES, AND OTHER OBLIGATIONS. Incur,
create, assume, or in any manner become or be liable with respect to any Debt,
except as disclosed on EXHIBIT C hereto and the following:

(a) OBLIGATIONS. Any Obligations to Lender.

(b) EXISTING LIABILITIES. Liabilities, direct or
contingent, of Borrower existing on the date of this Agreement that are
reflected in the Financial Statements.

(c) ENDORSEMENTS. Endorsements of negotiable or similar
instruments for collection or deposit in the ordinary course of business.

(d) TRADE DEBT. Trade payables from time to time
incurred in the ordinary course of business.

(e) PURCHASE MONEY SECURITY INTERESTS. Purchase money
security interests on equipment used in the operation of Borrower's business in
an aggregate maximum amount of not more than $350,000 per fiscal year, not to
exceed an aggregate amount $1,000,000 over the life of the Loan.

(f) TAXES. Taxes, assessments, or other governmental
charges that are not delinquent or are being contested in good faith by
appropriate action promptly initiated and diligently conducted, if Borrower has
made the reserve therefor required by GAAP.

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<PAGE> 23
7.2 [Intentionally Deleted.]

7.3 CHANGE OF MANAGEMENT. Allow any change of management
staffing or structure whereby Phillip Pritchard will cease serving the
customary responsibilities of chief executive officer.

7.4 DISTRIBUTIONS. Borrower shall not declare or pay a
distribution or dividend (of cash, property or stock), except that cash
dividends may be declared (in any fiscal year during which the net income for
that year has exceeded $2,000,000) in an amount that, together with all other
cash dividends declared within such fiscal year, will not exceed fifteen
percent (15%) of net income for the previous fiscal year. Also no distribution
or dividend may be made upon the occurrence of any event of default under the
documents evidencing and securing the Revolving/Term Loan.

7.4.1 NEW RESTAURANT EXPANSION. Borrower shall limit new
restaurant expansion to 11 in fiscal year 1996. Borrower will not commit to
any new restaurants or restaurant expansion in 1997 beyond those stores that
can be supported out of operational cash flow until financing sources
acceptable to Lender and Borrower in the form of debt or equity are available.
In no event shall store expansion in 1997 exceed 15 stores.

7.5 STOCK ACQUISITIONS. Redeem or acquire any stock or
warrants.

7.6 ENCUMBRANCES. Borrower shall not create, assume, or
permit to exist any mortgage, security deed, deed of trust, pledge, lien,
charge or other encumbrance on any of its assets, whether now owned or
hereafter acquired, other than: (i) security interests required by the Loan
Documents; (ii) liens for taxes contested in good faith, (iii) liens accruing
by law for employee benefits; or (iv) Permitted Liens. As used herein
Permitted Liens shall mean liens disclosed to Lender and listed on EXHIBIT D
and the Permitted Encumbrances.

7.7 INVESTMENTS, LOANS, AND ADVANCES. Make or permit to
remain outstanding any investments in any Person, except that, subject to all
other provisions of this Article, the foregoing restriction shall not apply to:

(a) U.S. AND OTHER GOVERNMENT OBLIGATIONS. Investments
in direct obligations of the United States of America or any agency thereof,
Eurodollars, other Aerated government obligations and other similar debt
securities.

(b) BANK OBLIGATIONS. Investments in accounts,
certificates of deposit, repurchase agreements or other obligations issued by
Lender or by other FDIC-insured commercial banks in the United States of
America.

(c) MONEY MARKET FUNDS. Investments in money market
funds, provided that all investments by the funds are of a type permitted
above.

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<PAGE> 24
(d) EXPENSE ADVANCES. Travel or other expense advances
to employees in the ordinary course of business.

(e) TRADE CREDIT. Unsecured trade credit extended in the
ordinary course of business.

7.8 SALES AND LEASEBACKS. Enter into any arrangement,
directly or indirectly, with any Person by which Borrower shall sell or
transfer any of its Property, whether now owned or hereafter acquired, and by
which Borrower shall then or thereafter rent or lease as lessee such Property
or any part thereof or other Property that Borrower intends to use for
substantially the same purpose or purposes as the Property sold or transferred.

7.9 NATURE OF BUSINESS. Suffer or permit any material
change to be made in the character of Borrower's business as carried on at the
Closing Date.

7.10 FURTHER ACQUISITIONS, MERGERS, ETC. Enter into any
agreement to merge, consolidate, or otherwise reorganize or recapitalize, or
sell, assign, lease, or otherwise dispose of (whether in one transaction or in
a series of transactions) all or substantially all of its Property (whether now
owned or hereafter acquired).

7.11 SALE OR DISCOUNT OF RECEIVABLES. Except to minimize
losses on bona fide debts previously contracted, discount or sell with
recourse, or sell for less than the greater of the face or market value
thereof, any of its notes receivable or accounts.

7.12 DISPOSITION OF ASSETS. Dispose of any of its assets
other than in the ordinary course of its present business upon terms standard
in its industry.

7.13 INCONSISTENT AGREEMENTS. Enter into any agreement
containing any provision which would be violated or breached by the performance
by Borrower of its Obligations.

7.14 FICTITIOUS NAMES. Use any corporate name (other than
the name used in executing this Agreement) or any assumed or fictitious name.

7.15 SUBSIDIARIES AND AFFILIATES. Create any direct or
indirect Subsidiary or Affiliate or divest itself of any material assets by
transferring them to any existing Subsidiary or Affiliate or to any Subsidiary
or Affiliate to whose existence Lender has not consented, enter into any
partnership, joint venture, or similar arrangement, or otherwise make any
material change in its corporate structure.

7.16 PLACE OF BUSINESS. Transfer its executive offices,
or maintain records with respect to receivables at any locations other than at
the address-specified herein, except with Lender's prior written consent and
after the delivery to Lender of financing statements, if required by Lender, in
form satisfactory to Lender.

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<PAGE> 25
7.17 ADVERSE ACTION WITH RESPECT TO PLANS. Take any
action to terminate any Plan which should reasonably result in a material
liability of Borrower to any Person.

7.18 TRANSACTIONS WITH AFFILIATES. Enter into any
transaction with any Affiliate except in the ordinary course of business and on
fair and reasonable terms no less favorable to Borrower than it would obtain in
a comparable arms length transaction with a Person not an Affiliate. This
Section does not imply an obligation on Lender to approve the existence of any
Affiliate.

7.19 CORPORATE AMENDMENTS. Amend its corporate charter or
bylaws.

7.20 ADVERSE TRANSACTIONS. Enter into any transaction
that materially and adversely affects or may materially and adversely affect
the Collateral or Borrower's ability to repay the Obligations.

7.21 USE OF LENDER'S NAME. Without the prior written
consent of Lender, use the name of Lender or the name of any Affiliates of
Lender in connection with any of Borrower's business or activities, except in
connection with internal business matters, as required in making required
securities law disclosures, in dealings with governmental agencies and
financial institutions and to trade creditors of Borrower solely for credit
reference purposes.

7.22 MARGIN SECURITIES. Own, purchase or acquire (or
enter into any contract to purchase or acquire) any "margin security" as
defined by any regulation of the Federal Reserve Board as now in effect or as
the same may hereafter be in effect.

7.23 ACTION OUTSIDE ORDINARY COURSE. Take any other
action outside the ordinary course of its business.

7.24 DEFAULT ON OTHER CONTRACTS OR OBLIGATIONS. Borrower
shall not default on any material contract with or obligation when due to a
third party or default in the performance of any obligation to a third party
incurred for money borrowed.

7.25 JUDGMENT ENTERED. Borrower shall not permit the
entry of any monetary judgment or the assessment against Borrower, the filing
of any tax lien against Borrower, or the issuance of any writ of garnishment or
attachment against any property of or debts due Borrower in any amount in
excess of $250,000 and that is not discharged or execution is not stayed within
60 days of entry.

ARTICLE VIII

EVENTS OF DEFAULT
-----------------

8.1 EVENTS OF DEFAULT. Any of the following events shall
be considered a Default under this Agreement and the Loan after the expiration
of any applicable cure period as further described below:

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<PAGE> 26
(a) PRINCIPAL AND INTEREST PAYMENTS. Borrower's failure
to make payment of any installment of principal or interest on the Obligations
when due (provided, however, that Borrower shall not be in default as a result
of a missed interest payment if Lender has failed to deliver to Borrower an
interest statement for such payment).

(b) REPRESENTATIONS AND WARRANTIES. Lender's
determination that any representation or warranty made by Borrower or any other
party in any Loan Document was incorrect in any material respect as of the date
thereof.

(c) COVENANTS. Borrower's failure to perform any covenant
contained in any Loan Document, not subject to any specific provision in this
Article VIII.

(d) INVOLUNTARY BANKRUPTCY OR RECEIVERSHIP PROCEEDINGS.
A receiver, custodian, liquidator, or trustee of Borrower, or of any of its
Property, is appointed by the order or decree of any court or agency or
supervisory authority having jurisdiction (and such proceeding is not dismissed
within sixty (60) days); or Borrower is adjudicated bankrupt or insolvent; or
any of the Property of Borrower is sequestered by court order or a petition is
filed against Borrower under any state or federal bankruptcy, reorganization,
debt arrangement, insolvency, readjustment of debt, dissolution, liquidation,
or receivership law of any jurisdiction, whether now or hereafter in effect
(and such proceeding is not dismissed within sixty (60) days).

(e) VOLUNTARY PETITIONS. Borrower's filing of a petition
in voluntary bankruptcy or to seek relief under any provision of any
bankruptcy, reorganization, debt arrangement, insolvency, receivership,
readjustment of debt, dissolution, or liquidation law of any jurisdiction,
whether now or hereafter in effect, or consents to the filing of any petition
against it under any such law.

(f) DISCONTINUANCE OF BUSINESS. Borrower's
discontinuance of its usual business.

(g) DEFAULT ON OTHER DEBT. Subject to any applicable
grace period or waiver prior to any due date, Borrower's failure to make any
payment due on any Debt or security (as "security" is defined for purposes of
the federal securities laws) or any event shall occur or any condition shall
exist with respect to any Debt or security of Borrower, that causes the holder
of such Debt to accelerate the Debt or declare the Debt to be in default.

(h) [Intentionally Deleted.]

(i) INSOLVENCY. Borrower's no longer being Solvent.

(j) ATTACHMENT. The issuance of an attachment or other
process against any Property of Borrower that is not removed or bonded-off
within thirty (30) days.

(k) INSURANCE. Borrower's failure to maintain any
insurance required herein or in any other Loan Document.

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<PAGE> 27
(l) OTHER EVENT. The occurrence of any event or
condition which, in Lender's reasonable discretion, materially and adversely
affects the ability of Borrower to perform the Obligations.

(m) CONTEST. Borrower shall challenge or contest the
validity or enforceability of this Agreement or any other Loan Document or the
validity, priority or perfection of any security interest created hereunder or
under any other Loan Document in any action, suit or proceeding.

The foregoing notwithstanding, no event enumerated in
subsections (b), (c), (g), (1) or (m) above shall constitute a Default
hereunder until the expiration of ten (10) Business Days after Lender delivers
notice to Borrower regarding such event.

8.2 REMEDIES. Upon the happening of any Default set
forth above:

(a) ACCELERATION. Lender may declare the entire
principal amount of all Obligations then outstanding, including interest
accrued thereon, to be immediately due and payable without presentment, demand,
protest, notice of protest, or dishonor or other notice of default of any kind,
all of which are hereby expressly waived.

(b) EXERCISE OF REMEDIES. Lender may exercise its right
of setoff, its remedies under all Loan Documents and all other rights afforded
a creditor under applicable law.

ARTICLE IX

GENERAL PROVISIONS
------------------

9.1 NOTICES. All communications relating to this
Agreement or any of the other Loan Documents shall be in writing and shall be
delivered by certified mail, postage prepaid, return receipt requested,
reliable overnight courier or hand delivery to the following addresses:

(a) if to Borrower:

Cooker Restaurant Corporation
Attn: Mr. Phillip Pritchard
5500 Village Blvd., 2nd Floor
West Palm Beach, FL 33407

With a Copy To: James F. Hadley
James F. Hadley Co., L.P.A.
150 East Wilson Bridge Road, Suite 200
Worthington, Ohio 43085-2328

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<PAGE> 28
(b) if to Lender:

First Union National Bank of Tennessee
Attn: Dan Haley
Vice President
150 Fourth Avenue North
Nashville, Tennessee 37219

With a Copy To: Boult, Cummings, Conners & Berry
Attn: Richard F. Warren, Jr.
414 Union Street, Suite 1600
Nashville, Tennessee 37219

Any notice addressed as aforesaid shall be deemed given to and
received by the party to whom it is addressed as follows: (a) if personally
delivered, on the date delivered to the address specified above; (b) if sent by
overnight courier, on the next following Business Day after placed in the hands
of an agent for such service or deposited in a pick-up box for such service; or
(c) if mailed as aforesaid, two Business Days after deposited with the U.S.
Postal Service. Any party may change its address for receipt of notice by
written direction to the other party hereto.

9.2 RENEWAL, EXTENSION, OR REARRANGEMENT. All provisions
of this Agreement relating to Obligations shall apply with equal force and
effect to each and all promissory notes executed hereafter which in whole or in
part represent a renewal, extension for any period, increase, or rearrangement
of any part of the Obligations originally represented by any part of such other
Obligations.

9.3 APPLICATION OF PREPAYMENTS. Prepayments shall be
applied at Lender's sole discretion (i) first to accrued interest under any of
the Obligations, (ii) second to reduce principal of any of the Obligations; and
(iii) third to any expenses due Lender which have not been paid by Borrower
after written demand by Lender, all in such manner as determined by Lender.

9.4 COMPUTATIONS; ACCOUNTING PRINCIPLES. Where the
character or amount of any asset or liability or item of income or expense is
required to be determined, or any consolidation or other accounting computation
is required to be made for the purposes of this Agreement, such determination
or calculation, to the extent applicable and except as otherwise specified in
this Agreement, shall be made in accordance with GAAP.

9.5 COUNTERPARTS. This Agreement may be executed by
counterpart signature pages, and it shall not be necessary that the signatures
of all parties be contained on any one counterpart. Each counterpart shall be
deemed an original, but all of them together shall constitute one and the same
instrument.

9.6 NEGOTIATED DOCUMENT. This Agreement and the other
Loan Documents have been negotiated by the parties with full benefit of counsel
and should not be construed against either party as author.

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<PAGE> 29
9.7 CONSENT TO JURISDICTION. Borrower hereby irrevocably
consents to the jurisdiction of the United States District Court for the Middle
District of Tennessee and of all Tennessee state courts sitting in Davidson
County, Tennessee, for the purpose of any litigation to which Lender may be a
party and which concerns this Agreement or the Obligations. It is further
agreed that venue for any such action shall lie exclusively with courts sitting
in Davidson County, Tennessee, unless Lender agrees to the contrary in writing.

9.8 NOT PARTNERS; NO THIRD PARTY BENEFICIARIES. Nothing
contained herein or in any related document shall be deemed to render Lender a
partner of Borrower for any purpose. This Agreement has been executed for the
sole benefit of Lender, and no third party is authorized to rely upon Lender's
rights hereunder or to rely upon an assumption that Lender has or will exercise
its rights under this Agreement or under any document referred to herein.

9.9 NO MARSHALLING OF ASSETS. Lender may proceed against
collateral securing the Obligations and against parties liable therefor in such
order as it may elect, and neither Borrower nor any surety or guarantor for
Borrower nor any creditor of Borrower shall be entitled to require Lender to
marshal assets. The benefit of any-rule of law or equity to the contrary is
hereby expressly waived.

9.10 IMPAIRMENT OF COLLATERAL. Lender may, in its sole
discretion, release any collateral securing the obligations or release any
party liable therefor. The defenses of impairment of collateral and impairment
of recourse and any requirement of diligence on Lender's part in collecting the
Obligations are hereby waived.

9.11 BUSINESS DAYS. If any payment date under the
Obligations falls on a day that is not a Business Day, or if the last day of
any notice period falls on such a day, the payment shall be due and the notice
period shall end on the next preceding Lender Business Day.

9.12 PARTICIPATIONS. Lender may, from time to time, in its
sole discretion, and without notice to Borrower, sell participations in any
credit subject hereto to such other investors or financial institutions as it
may elect. Lender may from time to time disclose to any participant or
prospective participant such information as Lender may have regarding the
financial condition, operations, and prospects of Borrower. Any expenses
incurred as a result of the sale of participations will be borne by Lender.

9.13 NOTICE TO LENDER UPON PERCEIVED BREACH. Borrower
agrees to give Lender written notice of any action or inaction by Lender in
connection with this Agreement or the Obligations that Borrower believes may be
actionable against Lender or a defense to payment of Obligations for any
reason, including, but not limited to, commission of a tort or violation of any
contractual duty or duty implied by law.

9.14 INCORPORATION OF EXHIBITS. All Exhibits referred to
in this Agreement are incorporated herein by this reference.

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<PAGE> 30
9.15 INDULGENCE NOT WAIVER. Lender's indulgence in the
existence of a default hereunder or any other departure from the terms of this
Agreement shall not prejudice Lender's rights to declare a default or otherwise
demand strict compliance with this Agreement.

9.16 CUMULATIVE REMEDIES. The remedies provided Lender in
this Agreement are not exclusive of any other remedies that may be available to
Lender under any other document or at law or equity.

9.17 AMENDMENT AND WAIVER IN WRITING. No provision of
this Agreement can be amended or waived except by a statement in writing
signed by the party against whom enforcement of the amendment or waiver is
sought.

9.18 ASSIGNMENT. This Agreement shall be binding upon and
inure to the benefit of the respective successors and assigns of Borrower and
Lender, except that Borrower shall not assign any rights or delegate any
obligations arising hereunder without the prior written consent of Lender. Any
attempted assignment or delegation by Borrower without the required prior
consent shall be void.

9.19 ENTIRE AGREEMENT. This Agreement and the other
written agreements contemplated herein between Borrower and Lender represent
the entire agreement between the parties concerning the subject matter hereof,
and all oral discussions and prior agreements are merged herein. Provided, if
there is a conflict between this Agreement and any other document executed
contemporaneously herewith with respect to the Obligations, the provision in
this Agreement shall control.

9.20 SEVERABILITY. Should any provision of this Agreement
be declared invalid or unenforceable for any reason, the remaining provisions
hereof shall remain in full effect.

9.21 TIME OF ESSENCE. Time is of the essence of this
Agreement, and all dates and time periods specified herein shall be strictly
observed.

9.22 APPLICABLE LAW. The validity, construction and
enforcement of this Agreement and all other documents executed with respect to
the Obligations shall be determined according to the laws of Tennessee
applicable to contracts executed and performed entirely within that state,
except as provided in the Mortgage and as specifically provided in any other
document governing the pledge of Collateral outside the State of Tennessee and
executed by Borrower and Lender subsequent to the date of this Agreement.

9.23 GENDER AND NUMBER. Words used herein indicating
gender or number shall be read as context may require.

9.24 CAPTIONS NOT CONTROLLING. Captions and headings have
been included in this Agreement for the convenience of the parties, and shall
not be construed as affecting the content of the respective Sections.

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<PAGE> 31
9.25 AMENDED AND RESTATED AGREEMENT. The terms and
provisions of this Agreement amend and restate in their entirety the terms and
provisions of the Prior Agreement. Provided, however, it is intended that the
increase in the amount of the Revolving/Term Loan be treated as an increase of
an existing credit facility and not as a new or distinct loan. Accordingly all
deeds of trust, mortgages, liens, security interests, assignments and other
pledges securing the indebtedness secured by and described in the Prior
Agreement are hereby ratified, extended and confirmed as security for the
indebtedness evidenced and secured by this Agreement which indebtedness is only
an increase of the indebtedness secured by and described in the Prior
Agreement.

Executed the date first written above.

THE UNDERSIGNED ACKNOWLEDGE A THOROUGH
UNDERSTANDING OF THE TERMS OF
THIS AGREEMENT AND AGREE TO BE
BOUND THEREBY:

FIRST UNION NATIONAL BANK OF TENNESSEE

By: /s/ D. Haley
-----------------------------------
Dan Haley, Vice President

COOKER RESTAURANT CORPORATION

By: /s/ David Sevig
-----------------------------------
David Sevig, Vice President,
Chief Financial Officer

-31-

<PAGE> 1

Exhibit 10.5

SCHEDULE IDENTIFYING OMITTED DOCUMENTS

The only particulars in which the attached document differs from the omitted
documents are the date of the Agreement and name of Officer and his address as
set forth below

<TABLE>
<CAPTION>
DATE NAME OF OFFICER
<S> <C>
1/16/90 G. Arthur Seelbinder
1/26/95 Phillip L. Pritchard
1/16/90 Glenn W. Cockburn
10/16/95 David C. Sevig
1/16/90 Margaret A. Epperson
</TABLE>

Agreements executed after 1994 omit those portions of Section 1.3 not relevant
to earlier years. Agreements executed after September 1995 show the address of
the Registrant as 5500 Village Boulevard, West Palm Beach, Florida 33407

<PAGE> 2
EMPLOYMENT AGREEMENT

((Date))

COOKER RESTAURANT CORPORATION, an Ohio corporation, with its principal
place of business at 1530 Bethel Road, Columbus, Ohio 43220 (the "Company");
and ((Name)), who resides at ((Address)) (the "Executive") agree as follows:

P R E A M B L E:

1. The Executive is employed by the Company.

2. The Company believes that the Executive's skill and knowledge are
important to its continued success.

3. The Executive desires to be protected from arbitrary dismissal if
there is a change in the control of the Company.

4. The Company believes that the Executive's desire to be so protected is
legitimate and that such protection will be in the best interest of the Company
and its shareholders because such protection will allow the Company to retain
the Executive and will allow the Executive to give advice concerning any
prospective change in control without concern for his own interests and with
consideration for the best interests of the Company and its shareholders only.

T E R M S:

SECTION 1. Effectiveness of this Agreement.

1.1. Conditions Precedent. This Agreement shall not be effective
between the Company and the Executive unless and until a Change in Control of
the Company (as defined in Section 1.2 below) has occurred while the Executive
is an employee of the Company. Furthermore, this Agreement shall not be
effective between the Company and the Executive unless at the time such Change
in Control has occurred, the Company has met or exceeded the financial ratio
targets set forth in Section 1.3 below.

1.2. Definition. For the purpose of this Agreement, a Change in
Control of the Company has occurred when:

1.2.1. any person (defined for the purposes of this Section 1.2
to mean any person within the meaning of Section 13(d) of the Securities
Exchange Act of 1934 (the "Exchange Act")), other than the Company or an
employee benefit plan established by its Board of Directors, acquires, directly
or indirectly, the beneficial ownership (determined under Rule 13d-3 of the
regulations promulgated by the Securities and Exchange Commission under Section
13(d) of the Exchange Act) of securities issued by the Company having 20% or
more of the voting power of all of the voting securities issued by the Company
in the election of directors at the next meeting of the holders of voting
securities to be held for such purpose, and such person acquired such
beneficial ownership without the prior consent of the Board of Directors of the
Company; or

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<PAGE> 3
1.2.2. a majority of the directors elected at any meeting of the
holders of voting securities of the Company are persons who were not nominated
for such election by the Board of Directors of the Company or a duly
constituted committee of the Board of Directors of the Company having authority
in such matters; or

1.2.3. the Company merges or consolidates with or transfers
substantially all of its assets to another person and the Board of Directors
does not adopt a resolution, before the Company enters into any agreement for
such merger, consolidation or transfer, determining that it is not a Change in
Control.

1.3. Financial Ratio Targets. The financial ratio targets referred
to in Section 1.1 above are as follows:

1.3.1. for a Change in Control in 1990, the Company had a return
on assets of 10% in 1989 and a growth in earnings per share in 1989 over 1988
of 15%;

1.3.2. for a Change in Control in 1991, if the Company had an
average annual return on assets in 1989 and 1990 of 10% and an average annual
growth in earnings per share for 1990 over 1989 and 1989 over 1988 of 15%; and

1.3.3. for a Change in Control in 1992 and thereafter, the
Company had an average annual return on assets of 10% in the previous three
fiscal years and an average annual growth in earnings per share of 15% over
such period of time.

1.3.4. For the purposes of this Section 1.3, return on assets
shall be determined by dividing the net earnings of the Company as shown on its
audited financial statement for such fiscal year by the sum of (i) its total
assets on the last day of the previous fiscal year and (ii) its total assets of
the last day of the fiscal year in question, divided by two. Earnings per
share shall be as shown on its audited financial statements for such fiscal
year.

1.4. Cancellation of Agreement before Effectiveness. Anything else
in this Agreement to the contrary notwithstanding, this Agreement may be
cancelled by the Board of Directors of the Company or a duly constituted
committee thereof having authority in such matters at any time before the
occurrence of a Change in Control and will be cancelled by the termination of
the Executive's employment by the Company at any time before the occurrence of
a Change in Control for any reason. If this Agreement is so cancelled before
the occurrence of a Change in Control, it shall not thereafter become effective
between the Company and the Executive.

SECTION 2. Employment.

2.1. Term. The term of employment of the Executive under this
Agreement (the "Term of Employment") shall begin upon the first occurrence of a
Change in Control after January 16, 1990 (a "Trigger Event"), and shall
continue until the last day of the fiscal quarter of the Company ending on or
following the fifth anniversary of the date of the occurrence of such Trigger
Event.

2.2. Hiring. The Company hereby agrees to employ Executive during
the Term of Employment and the Executive hereby accepts such employment with
the Company and agrees to perform his duties as an employee of the Company in
accordance with the terms of this Agreement.

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<PAGE> 4
2.3. Duties. During the Term of Employment, the Executive shall have
such titles, authorities and responsibilities as he had immediately before the
Trigger Event and shall have such additional titles, authority and
responsibilities as may be prescribed from time to time by the Board of
Directors of the Company.

2.4. Extent of Service. During the Term of Employment, the Executive
shall devote substantially all of his business hours and attention, reasonable
vacation time and absences for sickness excepted, to the business of the
Company, as necessary to fulfill his duties as an employee of the Company. The
Executive shall perform his duties as an employee of the Company with fidelity
and to the best of his ability. The Executive's duties under this Section 2.4
shall not be construed to prevent him from acting as a director of other
corporations or from engaging in civic, charitable, religious or similar
activities.

2.5. Location. During the Term of Employment, the Executive shall
not be required to perform his duties as an employee of the Company at any
location other than the location at which he performed his duties as an
employee of the Company immediately before the Trigger Event. The Company
shall provide the Executive with an office and assistant and clerical employees
at such location that are comparable to the office and assistant and clerical
employees available to him immediately before the Trigger Event and that are
reasonably necessary for him to discharge his duties hereunder. The Company
shall not require the Executive to travel away from such location for longer
times or greater distances than were required by the Company immediately before
the Trigger Event nor are reasonably necessary for him to perform his duties
hereunder.

SECTION 3. Compensation. As consideration for the services rendered by
the Executive to the Company hereunder during the Term of Employment, the
Company shall pay Executive the types and amounts of compensation as follows:

3.1. Base Salary. The Company shall pay the Executive a base salary,
in monthly or more frequent installments, at not less than the rate that the
Executive was receiving immediately before the Trigger Event. Such base salary
shall be increased at or before the end of each fiscal year of the Company
during the Term of Employment to reflect any increases in the Consumer Price
Index (all urban consumers) since the Trigger Event. The Executive shall have
the opportunity to receive other increases in his base salary comparable to
those awarded to other executives of the Company and commensurate with his
title, authority, responsibility, tenure and performance. No such increase
shall affect any of the Executive's other rights under this Agreement.

3.2. Bonus. The Executive shall be eligible to participate on a
reasonable basis in bonus, stock option, restricted stock and other incentive
compensation plans which provide opportunities to receive compensation which
are the greater of the opportunities provided by the Company for executives
with comparable duties or the opportunities under any such plans in which he
was participating immediately before the Trigger Event.

3.3. Benefits. The Executive shall have the right to receive
vacation, sick pay, life, dental, medical, hospitalization and disability
benefits and other fringe benefits and perquisites that are at least as
valuable to him as those provided by the Company to the Executive immediately
before the Trigger Event or such benefits and perquisites as are provided to
other executives of the Company who have similar titles, authorities,
responsibilities or base salary to the Executive, if such benefits and
perquisites would be more valuable to him.

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<PAGE> 5
3.4. Expenses. The Company shall reimburse the Executive for all
reasonable out-of-pocket expenses incurred by him in the performance of his
duties hereunder, including expenses for travel, entertainment and similar
items, promptly after the presentation by the Executive, from time to time, of
an itemized account of such expenses.

SECTION 4. Covenant Not to Compete. For so long as the Executive is
employed by the Company during the Term of Employment, the Executive shall not
engage, directly or indirectly, in the medium priced full service restaurant
business (other than as an investor owning less than 5% of the voting
securities of any corporation having more than 500 securityholders) within 50
miles of any such restaurant operated by the Company if such activity is
reasonably likely to cause material injury to the Company, unless such activity
was disclosed to the Board of Directors of the Company before the Trigger Event
and the Board of Directors did not disapprove of such activity.

SECTION 5. Confidential Information. Executive recognizes and
acknowledges that the customer lists, trade secrets and proprietary information
of the Company ("Confidential Information") are valuable business assets of the
Company. Executive shall not, during or after the Term of Employment, disclose
any such Confidential Information to any person other than directors, officers,
employees, counsel, accountants and agents of the Company and persons, such as
suppliers and contractors, to whom such disclosure is made in furtherance of
the interests of the Company, nor use any such Confidential Information for his
own benefit or the benefit of any person other than the Company if such
disclosure or use would cause a material injury to the business of the Company.
Upon termination of the Term of Employment or at any subsequent time upon
request, Executive will promptly return to the Company all records relating to
Confidential Information which are then in his possession. Confidential
Information shall not include any information known generally to the public or
any information of a type not otherwise considered confidential by persons
engaged in the same business or a business similar to that of the Company.

SECTION 6. Intellectual Property. Executive shall disclose to the Company
all methods, systems, designs, inventions, products, writings and other similar
items that are related to the business of the Company ("Intellectual Property")
invented, developed or created by the Executive with resources provided by the
Company and in the ordinary course of his duties hereunder during the Term of
Employment, and agrees that all such Intellectual Property shall be the
property of the Company. Executive hereby agrees to assign to the Company all
of Executive's rights in any such Intellectual Property and agrees to cooperate
with the Company in the preparation and filing of such patent applications and
other documents as are reasonably necessary to protect the Company's rights in
such Intellectual Property.

SECTION 7. Termination.

7.1. Methods of Termination.

7.1.1. During the Term of Employment, the employment of the
Executive hereunder may only be terminated by:

(A) the death of the Executive;

(B) the voluntary retirement or resignation of the Executive,
which shall become effective upon the delivery of a notice thereof to the
Company or such later date as may be specified in such notice;

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<PAGE> 6
(C) the determination of the Board of Directors of the
Company that the Executive is Permanently and Totally Disabled (as defined in
Section 7.2.1 below); or

(D) the determination of the Board of Directors of the
Company that the Executive has

(i) willfully failed to perform material obligations
under this Agreement;

(ii) committed acts of deliberate dishonesty involving
the business of the Company; or

(iii) been convicted of a felony involving the business
of the Company and all rights of appeal have been
exhausted or lapsed and such conviction has not
been reversed or vacated.

Such determination may only be made after (A) the Company notifies the
Executive of the events or actions that are alleged to constitute the basis for
making such determination, (B) the Executive fails to substantially cure his
failure or the injury to the business of the Company within thirty (30) days
after he receives such notice and (C) the Board of Directors thereafter
conducts a hearing on such allegations and failure at which the Executive may
present evidence and witnesses on his behalf, be represented by legal counsel
and confront his accusers and the witnesses against him. A court may fully
review any determination made by the Board of Directors under clauses (c) or
(d) of this Section 7.1.1.

7.1.2. The Executive is "Permanently and Totally Disabled" for
the purposes of this Agreement if he is unable to perform his duties hereunder
for a continuous period of six months due to a physical or mental condition
that, in the opinion of a licensed physician, will be of indefinite duration or
is without a reasonable probability of recovery. The Executive agrees to
submit to an examination by a licensed physician of his choice in order to
obtain such opinion upon notice by the Company, given after the Executive has
been absent from his place of employment for at least six months, that it
desires to determine whether or not Executive is Permanently and Totally
Disabled. Such examination shall be paid for in advance by the Company. Any
physical or mental condition of the Executive that impairs his performance of
his duties hereunder, other than being Permanently and Totally Disabled, shall
not be the basis for the termination of his employment and shall not affect the
Company's obligations hereunder, as the Company has assumed the risk of such
physical and mental conditions.

7.2. Severance Payment. If the employment of the Executive by the
Company is terminated by the Company before the end of the Term of Employment
and the Board of Directors of the Company has not made a determination as
provided in Section 7.1.1(c) or (d) above or if the Executive resigns before
the end of the Term of Employment, because he has determined in good faith that
his titles, authorities, responsibilities, salary, salary increase and bonus
opportunities, benefits or perquisites have been diminished or that an adverse
change in his working conditions has occurred or that the Company has breached
this Agreement:

7.2.1. the Company shall pay to the Executive an amount equal to
the maximum amount permitted to be paid under Section 280G of the Internal
Revenue Code of 1986, as now in effect ("Section 280G"), which would not result
in the making of an excess parachute payment, as defined in Section 280G;

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<PAGE> 7
7.2.2. if such payment is not made on the date of such
termination or resignation, the amount payable under Section 7.2.1 above shall
bear interest at the rate used for discounting payments to present value under
Section 280G;

7.2.3. the Executive shall be released from any further
obligations to the Company under Sections 2.4, 4, 5 and 6 of this Agreement or
created by law; and

7.2.4. any payment made under this Section 7.2 shall be
accompanied by a statement signed by an executive officer of the Company
setting forth in reasonable detail the amount of such payment and how it was
calculated.

7.3. Effect of Termination. Upon the termination of the employment
of the Executive by the Company, whether or not at the end of the Term of
Employment, the Company shall pay to the Executive any amounts due to him under
Section 3 for services rendered to the Company before such termination, and
shall provide him with all benefits to which he or his beneficiaries are vested
under any employee benefit plans in which he participated. Neither the
termination of the Executive's employment by the Company nor the end of the
Term of Employment shall relieve the Company of its obligations under Sections
7, 8, 9 and 10 of this Agreement which shall continue to be effective in
accordance with their terms.

7.4. Damages. The amounts payable to the Executive under Section 7.2
above are severance pay only and shall not be deemed to be in lieu of any
damages payable by the Company to the Executive for wrongful discharge or
otherwise. The Executive shall make reasonable efforts to mitigate damages
payable to him by the Company for wrongful discharge, breach of this Agreement
or other similar causes by seeking other employment; provided, however, that he
shall not be required to accept employment of substantially different character
than the highest position held by him with the Company or in a different
location than the one established under Section 2.5 above. Any compensation or
benefits from such other employment shall not reduce the amount payable to the
Executive as severance pay under Section 7.2 above.

SECTION 8. Enforcement Costs. The Company is aware that upon the
occurrence of a Change in Control, the Board of Directors or a shareholder of
the Company may then cause or attempt to cause the Company to refuse to comply
with its obligations under this Agreement, or may cause or attempt to cause the
Company to institute, or may institute, litigation seeking to have this
Agreement declared unenforceable, or may take, or attempt to take, other action
to deny the Executive the benefits intended under this Agreement. In these
circumstances, the purpose of this Agreement could be frustrated. It is the
intent of the Company that the Executive not be required to incur the expenses
associated with the enforcement of his rights under this Agreement by
litigation or other legal action because the cost and expense thereof would
substantially detract from the benefits intended to be extended to the
Executive hereunder, nor be bound to negotiate any settlement of his rights
hereunder under threat of incurring such expenses. Accordingly, if following a
Change in Control, it should appear to the Executive that the Company has
failed to comply with any of its obligations under this Agreement or in the
event that the Company or any other person takes any action to declare this
Agreement void or unenforceable, or institutes any litigation or other legal
action designed to deny, diminish or to recover from the Executive the benefits
intended to be provided to the Executive hereunder, and that the Executive has
complied with all of his obligations under this Agreement, the Company
irrevocably authorizes the Executive from time to time to retain counsel of his
choice at the expense of the Company as provided in this Section 8, to
represent the Executive in connection with the initiation or defense of any
litigation or other legal action, whether by or against the Company or any
director, officer, shareholder or other person affiliated with the Company, in

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<PAGE> 8
any jurisdiction. Notwithstanding any existing or prior attorney-client
relationship between the Company and such counsel, the Company irrevocably
consents to the Executive entering into an attorney-client relationship with
such counsel, and in that connection, the Company and the Executive agree that
a confidential relationship shall exist between the Executive and such counsel.
The reasonable fees and expenses of counsel selected from time to time by the
Executive as hereinabove provided shall be paid or reimbursed to the Executive
by the Company on a regular periodic basis upon presentation by the Executive
of a statement or statements prepared by such counsel in accordance with its
customary practices. The payment of such fees and expenses shall not be
contingent upon the success of such counsel.

SECTION 9. Indemnification. The Company shall indemnify the Executive if
he was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (including, without limitation, an action by or
in the right of the Company) by reason of the fact that he is or was a
director, officer, employee or agent of the Company, or is or was serving at
the request of the Company as a director, trustee, officer, employee, partner,
joint venturer or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. No
indemnification shall be made in respect of any derivative claim, issue or
matter as to which the Executive shall have been adjudged to be liable to the
Company unless, and only to the extent that, the court in which such action or
suit was brought shall determine upon application that, despite the
adjudication of liability, but in view of all the circumstances of the case,
the Executive is fairly and reasonably entitled to indemnify for such expenses.
Expenses (including attorneys' fees) incurred in defending any civil or
criminal action, suit or proceeding referred to in this Section shall be paid
by the Company in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the Executive to
repay such amount, unless it shall ultimately be determined that he is entitled
to be indemnified by the Company as authorized in the preceding sentences. The
indemnification provided by this Section shall not be deemed exclusive of any
other rights to which the Executive may be entitled under the common law, the
Ohio General Corporation Law or the Articles of Incorporation or Code of
Regulations of the Company or any agreement, vote of its shareholders or
directors, or otherwise, both or as to action in his official capacity or as to
action in another capacity while holding such office.

SECTION 10. General.

10.1. Payment Obligations. The Company's obligation during and
after the Term of Employment to pay the Executive the amounts and to make the
arrangements provided herein is absolute and unconditional and shall not be
affected by any circumstance, including, without limitation, any setoff,
counterclaim, recoupment, defense or other right which the Company may have
against him or anyone else. All amounts payable by the Company hereunder shall
be paid without notice or demand. Each payment made hereunder by the Company
shall be final and the Company will not seek to recover any part of such
payment from the Executive or anyone else, for any reason. The Company may
withhold from amounts to be paid to the Executive hereunder any federal, state
or local withholding or other taxes or charges which it is from time to time
required by law to withhold.

10.2. This Agreement. This Agreement sets forth the entire
understanding between the parties hereto with respect to the subject matter
hereof. There are no agreements, understandings or representations (oral or
written) between the parties hereto relating to the subject matter of this
Agreement

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<PAGE> 9
other than those set forth herein. There are no oral conditions precedent to
the effectiveness of this Agreement.

10.3. Non-Waiver. Neither the failure of nor any delay by any party
to this Agreement to enforce any right hereunder or to demand compliance with
its terms is a waiver of any right hereunder. No action taken pursuant to this
Agreement on one or more occasions is a waiver of any right hereunder or
constitutes a course of dealing that modifies this Agreement.

10.4. Waivers; Amendments. No waiver of any right or remedy under
this Agreement and no amendment, change or modification of the terms hereof or
rescission or termination hereof shall be binding on any party hereto unless it
is in writing and is signed by the party to be charged. No such waiver of any
right or remedy under any term of this Agreement shall in any event be deemed
to apply to any subsequent default under the same or any other term contained
herein.

10.5. Severability. The terms of this Agreement are severable and
the invalidity of all or any part of any term of this Agreement shall not
render invalid the remainder of this Agreement or the remainder of such term.
If any term of this Agreement is so broad as to be unenforceable, such term
shall be interpreted to be only so broad as is enforceable.

10.6. Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the Company and its successors and assigns and
shall be binding upon and inure to the benefit of the Executive and his legal
representatives and heirs. If the Company transfers a majority or more of its
operating assets to one or more persons who do not assume the Company's
obligations under this Agreement by agreement or operation of law, such
transfer shall be deemed to be a material breach of this Agreement by the
Company. This Agreement shall not be terminated by the dissolution,
liquidation or winding up of the Company or by the cessation of its business.

10.7. Notices. Any notice or other communication required or
permitted to be given under this Agreement shall be in writing and deemed to be
properly given when delivered in person or three days after being sent by
certified or registered United States mail, return receipt requested, postage
prepaid, and addressed to the party to whom it is directed at the address first
set forth above. Either party may change his or its address for notices in the
manner set forth above.

10.8. Rules of Construction. In this Agreement, unless the context
otherwise requires, words in the singular number include the plural, and in the
plural include the singular; and words of the masculine gender include the
feminine and the neuter, and when the sense so indicates, words of the neuter
gender may refer to any gender. The names of the parties hereto, the date and
the preamble first above written are part of this Agreement. The captions and
section numbers appearing in this Agreement are inserted only as a matter of
convenience. They do not define, limit or describe the scope or intent of the
terms of this Agreement.

10.9. Choice of Law. The validity, terms, performance and
enforcement of this Agreement shall be governed by those laws of the State of
Ohio that are applicable to agreements which are negotiated, executed,
delivered and performed solely in the State of Ohio.

10.10. Counterparts. This Agreement may be executed in any number of
counterparts, all of which shall constitute one and the same instrument, and
either party hereto may execute this Agreement by signing one or more
counterparts.

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<PAGE> 10
S I G N A T U R E S:

COOKER RESTAURANT CORPORATION

By:__________________________________
((Signature))
((Title))

THE EXECUTIVE

_____________________________________
((Executive))

<PAGE> 1

EXHIBIT 10.10

COOKER RESTAURANT CORPORATION

1996 OFFICERS' STOCK OPTION PLAN

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

APRIL 22, 1996

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

PREAMBLE:

1. COOKER RESTAURANT CORPORATION, an Ohio corporation (the "Company"),
by means of this 1996 Officers' Stock Option Plan (the "Plan"), desires to
attract and retain capable officers and employee-directors and to provide them
with long term incentives to continue their services to the Company, to
maximize the value of the Company to its shareholders and to acquire a
continuing ownership interest in the Company.

2. The Company has determined that the foregoing objectives will be
promoted by granting Options (as hereinafter defined) under this Plan to
certain of its officers and employee-directors, pursuant to this Plan.

TERMS:

ARTICLE 1. DEFINITIONS.

Section 1.1. General. Certain words and phrases used in this Plan
shall have the meanings given to them below in this section:

"Board of Directors" means the board of directors of the Company.

"Change in Control" means (a) the acquisition by any person (defined
for the purposes of this definition to mean any person within the meaning of
Section 13(d) of the Exchange Act), other than the Company or an employee
benefit plan created by the Board of Directors for the benefit of its
Employees, either directly or indirectly, of the beneficial ownership
(determined under Rule 13d-3 of the Regulations promulgated by the SEC under
Section 13(d) of the Exchange Act) of securities issued by the Company having
20% or more of the voting power of all the voting securities issued by the
Company in the election of Directors at the next meeting of the holders of
voting securities to be held for such purpose if such person acquired such
beneficial ownership without the prior consent of the Board of Directors; (b)
the election of a majority of the Directors elected at any meeting of the
holders of voting securities of the Company who are persons who were not
nominated for such election by the Board of Directors or a duly constituted
committee of the Board of Directors having authority in such matters; (c) the
approval by the shareholders of the Company of a merger or consolidation with
another person, unless the Board of Directors adopts a resolution, before the
Company enters into any agreement for such merger or consolidation, determining
that it is not a Change in Control; or (d) the approval by the shareholders of
the Company of a transfer of substantially all of the assets of the Company to
another person, unless the Board of Directors adopts a resolution, before the
Company enters into any agreement for such transfer, determining that it is not
a Change in Control.

"Code" means the Internal Revenue Code of 1986 and the regulations
thereunder, as now in effect or hereafter amended.

"Committee" means the Committee of the Board of Directors that
administers the Plan under Section 2.1 below.
<PAGE> 2

"Common Shares" or "Shares" means the common shares, without par
value, of the Company.

"Date of Grant" means the date an Option is first granted.

"Director" means a member of the Board of Directors.

"Effective Date" means the date this Plan is first adopted by the
Board of Directors.

"Employee" means any common law employee of an Employer.

"Employee-Director" means an Employee who is also a Director.

"Employer" means the Company or any Parent or Subsidiary of the
Company which employs a given Employee.

"Exchange Act" means the Securities Exchange Act of 1934 and the
regulations thereunder, as now in effect or hereafter amended.

"Exercise Price" means, with respect to an Option, the amount of
consideration that must be delivered to the Company in order to purchase a
single Share thereunder.

"Fair Market Value of a Share" means the amount determined to be the
fair market value of a single Share by the Committee based upon the trading
price of the Shares, their offering price in public and private offerings by
the Company and such other factors as it deems relevant. In the absence of such
a determination, the Fair Market Value of a Share shall be deemed to be (a) if
the Shares are listed or admitted to trading on a national securities exchange
or The Nasdaq National Market, the per Share closing price regular way on the
principal national securities exchange or The Nasdaq National Market on which
the Shares are listed or admitted to trading on the day prior to the date of
determination or, if no closing price can be determined for the date of
determination, the most recent date for which such price can reasonably be
ascertained, or (b) if the Shares are not listed or admitted to trading on a
national securities exchange or The Nasdaq National Market, the mean between
the representative bid and asked per Share prices in the over-the-counter
market at the closing of the day prior to the date of determination or the most
recent such bid and asked prices then available, as reported by The Nasdaq
Stock Market or if the Shares are not then quoted by The Nasdaq Stock Market as
furnished by any market maker selected from time to time by the Company for
that purpose.

"Grantee" means any Participant to whom an Option has been granted.

"Holder" means any Grantee who holds a valid Option and any heir or
legal representative to whom such Grantee's Option has been transferred by will
or the laws of descent and distribution.

"Incentive Stock Option" means a Stock Option intended to comply with
the terms and conditions set forth in Section 422 of the Code.

"Nonqualified Option" means a Stock Option other than an Incentive
Stock Option.

"Officer" means an Employee who is an officer of the Company as
defined in 17 C.F.R. Section 240.16a-1(f) as now in effect or hereafter
amended.

"Option" or "Stock Option" means a right granted under Article 5 of
the Plan to a Grantee to purchase a stated number of Shares.

"Option Certificate" means a certificate of the Company evidencing an
Option substantially in the form attached hereto.

"Parent" means a parent of a given corporation as such term is defined
in Section 424(e) of the Code.

"Participant" means a person who is eligible to receive an Option
under the Plan.

"Plan" means this Plan as it may be amended or restated from time to
time.

"Rule 16b-3" means Rule 16b-3 (17 C.F.R. Section 240.16b-3)
promulgated under Section 16(b) of the Exchange Act as now in effect or
hereafter amended.

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<PAGE> 3

"SEC" means the Securities and Exchange Commission.

"Subsidiary" means a subsidiary of a given corporation as such term is
defined in Section 424(f) of the Code.

"Termination without cause" means a termination by an Employer of the
employment of a Grantee with the Employer that is not for cause and is not
occasioned by the resignation, death or disability of the Grantee.

Section 1.2. Accounting Terms. All accounting terms not specifically
defined herein shall be construed in accordance with generally accepted
accounting principles.

Section 1.3. Effect of Definitions. The definitions set forth in
Section 1.1 above shall apply equally to the singular, plural, adjectival,
adverbial and other forms of any of the words and phrases defined regardless of
whether they are capitalized.

ARTICLE 2. ADMINISTRATION.

Section 2.1. Committee. The Plan shall be administered by a committee
of the Board of Directors consisting of two or more Directors, each of whom is
a "disinterested person" as described in paragraph (C)(2)(i) of Rule 16b-3 and
is an "outside director" as described in Code Section 162(m) and the
regulations thereunder. Unless the Board of Directors designates another of its
committees to administer the Plan, the Plan shall be administered by a
committee consisting of those members of the Compensation Committee of the
Board of Directors who are disinterested persons and are outside directors,
but, if the Compensation Committee is abolished or its membership does not
contain two persons who comply with the requirements of the first sentence of
this Section 2.1, the Board of Directors shall either reconstitute the
Compensation Committee in compliance with, or create another Committee that
complies with, the requirements of the first sentence of this Section 2.1 to
administer the Plan.

Section 2.2. Authority. Subject to the express provisions of the Plan
and in addition to the powers granted by other sections of the Plan, the
Committee has the authority, in its discretion, to (a) determine the Grantees,
grant Options and determine their timing, pricing and amount; (b) define,
prescribe, amend and rescind rules, regulations, procedures, terms and
conditions relating to the Plan; (c) make all other determinations necessary or
advisable for administering the Plan including, but not limited to,
interpreting the Plan, correcting defects, reconciling inconsistencies and
resolving ambiguities; and (d) review and resolve all claims of Officers,
Employee-Directors, Grantees, Holders and Participants. The actions and
determinations of the Committee on matters related to the Plan shall be
conclusive and binding upon the Company and all Officers, Employee-Directors,
Grantees, Holders and Participants.

ARTICLE 3. SHARES.

Section 3.1. Number. The aggregate number of Shares in respect of
which Options may be granted under the Plan shall not exceed fifteen percent
(15%) of the issued and outstanding Shares from time to time, less the number
of Shares subject to then outstanding Options hereunder or options that were
granted to Officers and Employee-Directors under the Company's 1988 Employee
Stock Option Plan, 1992 Employee Stock Option Plan or any other plan or
contract providing for stock options, stock appreciation rights, restricted
stock awards or similar compensatory issuances of Shares to Officers or
Employee-Directors. Such number of Shares is and, from time to time hereafter,
shall be deemed to be reserved for issuance under the Plan out of authorized
but unissued Shares.

Section 3.2. Cancellations. If any Options granted under the Plan are
canceled or terminate or expire for any reason without having been exercised in
full, the Shares related to the unexercised portion of an Option shall be
available again for the purposes of the Plan.

Section 3.3. Anti-Dilution.

(a) If the Shares are split or if a dividend of Shares is paid
on the Shares, the number of Shares on which each then outstanding Option is
based and the number of Shares as to which Options may be granted under this
Plan shall be increased automati-

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<PAGE> 4

cally by the ratio between the number of Shares outstanding immediately after
such event and the number of Shares outstanding immediately before such event
and the Exercise Price thereof shall be decreased automatically by the same
ratio. If the Shares are combined into a lesser number of Shares, the number
of Shares for which each then outstanding Option is based and the number of
Shares as to which Options may be granted under the Plan shall be decreased
automatically by such ratio and the Exercise Price thereof shall be increased
automatically by such ratio.

(b) If any other change occurs in the Shares, through
recapitalization, merger, consolidation or exchange of shares or otherwise,
there shall automatically be substituted for each Share subject to an
unexercised Option and each Share available for additional grants of Options,
the number and kind of shares or other securities into which each outstanding
Share was changed, and the Exercise Price shall be increased or decreased
proportionally so that the aggregate Exercise Price for the securities subject
to each Option shall remain the same as immediately before such event. In
addition, the Committee may make such further equitable adjustments in the Plan
and the then outstanding Options as are deemed necessary and appropriate by the
Committee including, but not limited to, changing the number of Shares reserved
under the Plan or covered by outstanding Options, the Exercise Price of
outstanding Options and the vesting conditions of outstanding Options.

Section 3.4. Source. Except as otherwise determined by the Board of
Directors, the Shares issued under the Plan shall be drawn from the Company's
authorized but unissued Shares. However, Shares which are to be delivered under
the Plan may be obtained by the Company from its treasury, by purchases on the
open market or from private sources, as well as by issuing authorized but
unissued Shares. The proceeds of the exercise of any Option shall be general
corporate funds of the Company. No fractional Shares shall be issued or sold
under the Plan nor will any cash payment be made in lieu of fractional Shares.

Section 3.5. Rights of a Shareholder. No Holder or other person
claiming under or through any Holder shall have any right, title or interest in
or to any Shares allocated or reserved under the Plan or subject to any Option
except as to such Shares, if any, for which certificates representing such
Shares have been issued to such Holder.

Section 3.6. Securities Laws. No Option shall be exercised nor shall
any Shares or other securities be issued or transferred pursuant to an Option
unless and until all applicable requirements imposed by federal and state
securities laws and by any stock exchanges upon which the Shares may be listed,
have been fully complied with. As a condition precedent to the exercise of an
Option or the issuance of Shares pursuant to the grant or exercise of an
Option, the Company may require the Holder to take any reasonable action to
meet such requirements including providing undertakings as to the investment
intent of the Holder, accepting transfer restrictions on the Shares issuable
thereunder and providing opinions of counsel, in form and substance acceptable
to the Company, as to the availability of exemptions from such requirements.

ARTICLE 4. ELIGIBILITY.

Only Officers and Employee-Directors who are not members of the
Committee shall be eligible to receive Options under Article 5 below.

ARTICLE 5. STOCK OPTIONS.

Section 5.1. Determinations. The Committee shall determine which
Participants shall be granted Options, the number of Shares for which the
Options may be exercised, the times when they shall receive them and the terms
and conditions of individual Option grants (which need not be identical).

Section 5.2. Exercise Price. The Committee shall determine the
Exercise Price of each Option at the time that it is granted, but in no event
shall the Exercise Price of an Option be less than the Fair Market Value of a
Share on the Date of Grant. If no express determination of the Exercise Price
of an Option is made by the Committee, the Exercise Price thereof is equal to
the Fair Market Value of a Share on the Date of Grant.

Section 5.3. Term. Subject to the rule set forth in the next sentence,
the Committee shall determine the

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<PAGE> 5

times when an Option vests and the term during which an Option is exercisable
at the time that it is granted. No Option shall be exercisable after the
expiration of ten years from the Date of Grant. If no express determination of
the times when Options are exercisable is made by the Committee:

(a) each Option shall vest and first become exercisable as to 25% of
the Shares subject to such Option on each of the first four
anniversaries of the Date of Grant provided the Grantee has been an
Employee continuously during the time beginning on the Date of Grant
and ending on the date when such portion vests and first becomes
exercisable; and

(b) each Option shall lapse and cease to be exercisable upon the
earliest of:

(i) ten years after the Date of Grant,

(ii) nine months after the Grantee ceases to be an Employee
because of death or disability,

(iii) three months after the termination without cause of the
Grantee's employment with all Employers, or

(iv) immediately upon termination of the Grantee's employment
with all Employers by the applicable Employers for cause or by
the Grantee's resignation.

Notwithstanding the terms of any Option, all Options that have not previously
been exercised nor lapsed and ceased to be exercisable, shall vest fully and
become exercisable upon the occurrence of any Change in Control if the Grantee
is an Employee at the time of the Change in Control.

Section 5.4. Not Incentive Stock Options. All Options are Nonqualified
Options and no Option shall be treated as an Incentive Stock Option.

Section 5.5. Exercise. An Option shall be exercised by the delivery of
the Option Certificate therefor, with the notice of exercise attached thereto
properly completed and duly executed by the Holder, to the Treasurer of the
Company, together with the aggregate Exercise Price for the number of Shares as
to which the Option is being exercised, after the Option has become exercisable
and before it has ceased to be exercisable. An Option may be exercised as to
less than all of the Shares purchasable thereunder, but not for a fractional
share. No Option may be exercised as to less than 100 Shares unless it is
exercised as to all of the Shares then available thereunder. If an Option is
exercised as to less than all of the Shares purchasable thereunder, a new duly
executed Option Certificate reflecting the decreased number of Shares
exercisable under such Option, but otherwise of the same tenor, shall be
returned to the Holder. The Committee may, in its sole discretion and upon such
terms and conditions as it shall determine at or after the Date of Grant,
permit the Exercise Price to be paid in cash, by the tender to the Company of
Shares owned by the Holder, or by a combination thereof. If the Committee does
not make such determination, the Exercise Price shall be paid in cash. If any
portion of the Exercise Price of an Option is payable in cash, it may be paid
by (a) delivery of a certified or cashier's check payable to the order of the
Company in such amount, (b) wire transfer of immediately available funds to a
bank account designated by the Company or (c) reduction of a debt of the
Company to the Holder. If any portion of the Exercise Price of an Option is
payable in Shares, it may be paid by delivery of certificates representing a
number of Shares having a total fair market value on the date of exercise equal
to or greater than the required amount, duly endorsed for transfer with all
signatures guaranteed by a medallion signature guarantee. If more Shares than
are necessary to pay such Exercise Price based on their fair market value on
the date of exercise are delivered to the Company, it shall return to the
Holder a certificate for the balance of the whole number of Shares and a check
payable to the order of the Holder for any fraction of a Share. Shares may not
be delivered to the Company as payment for the exercise of an Option if such
Shares have been owned by the Holder (together with his or her decedent or
testator) for less than six months or if such Shares were acquired upon the
exercise of an Incentive Stock Option and their disposition would be taxable.
Promptly after an Option is properly exercised, the Company shall issue to the
Holder a certificate representing the Shares purchased thereunder.

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<PAGE> 6

Section 5.6. Option Certificate. Promptly after the Date of Grant, the
Company shall duly execute and deliver to the Grantee an Option Certificate
setting forth the terms of the Option. Option Certificates are not negotiable
instruments or securities (as such term is defined in Article 8 of the Uniform
Commercial Code). Lost and destroyed Option Certificates may be replaced
without bond.

Section 5.7. New Hires. A person to whom the Company is offering
employment as an Officer or an Employee-Director may be granted an Option under
this Article 5, but any such grant shall lapse if the person does not
subsequently become an Officer or an Employee-Director pursuant to such offer.

ARTICLE 6. PROVISIONS APPLICABLE TO ALL OPTIONS.

Section 6.1. Maximum Shares. Notwithstanding any other provision of
this Plan, the maximum number of Shares with respect to which Options may be
granted during any fiscal year of the Company to any Employee shall be 500,000.

Section 6.2. Corporate Mergers and Acquisitions. The Committee may
grant Options having terms and conditions which vary from those specified in
the Plan if such Options are granted in substitution for, or in connection with
the assumption of, existing options granted by another business entity and
assumed or otherwise agreed to be provided for by the Company pursuant to or by
reason of a transaction involving a merger or consolidation of or acquisition
of substantially all of the assets or stock of another business entity that is
not a Subsidiary of the Company prior to such acquisition, with or by the
Company or its Subsidiaries.

Section 6.3. Withholding. The Company shall have the right to withhold
from any payments due under any Option or due to any Holder from the Company as
compensation or otherwise the amounts of any federal, state or local
withholding taxes not paid by the Holder at the time of the exercise or vesting
of any Option. If cash payments sufficient to allow for withholding of taxes
are not made at the time of exercise or vesting of an Option, the Holder
exercising such Option shall pay to the Company an amount equal to the
withholding required to be made less the withholding otherwise made in cash or,
if allowed by the Committee in its discretion and pursuant to rules adopted by
the Committee consistent with Section 5.5 above, Shares previously owned by the
Holder. The Company may make such other provisions as it deems appropriate to
withhold any taxes the Company determines are required to be withheld in
connection with the exercise of any Option, including, but not limited to, the
withholding of Shares from an Option upon such terms and conditions as the
Committee may provide. The Company may require the Holder to satisfy any
relevant withholding requirements before issuing Shares or delivering any
Option to the Holder.

Section 6.4. Disability. If a Grantee who is an Employee is absent
from work because of a physical or mental disability, for purposes of the Plan
such Grantee will not be considered to have ended his or her employment
relationship with the Company while such Grantee has that disability, unless he
or she resigns or terminates such relationship or the Committee decides
otherwise.

Section 6.5. Merger of the Company. If the Company merges or
consolidates with or sells substantially all of its assets to a person that was
not one of its affiliates before such transaction, or any such unaffiliated
person or corporation has publicly announced a tender offer to purchase more
than 20% of the outstanding voting securities of the Company, the Committee, in
its discretion, may provide that, for a period of 30 days, not extending
beyond the ten year period referred to in Section 5.3 above, from the date of
execution of the acquisition agreement in final definitive form or the
announcement of such offer, notwithstanding the provisions of any Option, any
Option may be exercised in whole or in part during such 30 day period or that
upon the termination of such 30 day period any such Option shall expire and be
null and void.

Section 6.6. Surrender and Exchange. The Committee may permit the
voluntary surrender of all or a portion of any Option to be conditioned upon
the granting to the Holder of a new Option for the same or a different number
of Shares as the Option surrendered, or may require such voluntary surrender as
a condition precedent to a grant of a new Option to such Holder. Subject to the
provisions of the Plan, such new Option shall be exercisable at the price,

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<PAGE> 7

during the period and on such other terms and conditions as are specified by
the Committee at the time the new Option is granted. Upon surrender, the
Option surrendered shall be canceled and the Shares previously subject to it
shall be available for the grant of other Options.

Section 6.7. Acceleration. Notwithstanding anything else in the Plan,
the Committee may, in its sole discretion, at any time or from time to time,
accelerate the time at which any Options mature or vest or waive any provisions
of the Plan relating to the manner of payment or procedures for the exercise or
maturity of any Option. Any such acceleration may be made effective (a) with
respect to one or more or all Holders, (b) with respect to some or all of the
Shares subject to or forming the basis for any Option to any Holder or (c) for
a period of time ending at or before the expiration date of any Option.

Section 6.8. Actions by Committee After Grant. The Committee shall
have, subject to the written consent of the Holder where the action impairs or
adversely alters the rights of the Holder, the right, at any time and from time
to time after the Date of Grant of any Option, to modify the terms of any
Option.

ARTICLE 7. GENERAL PROVISIONS.

Section 7.1. No Right to Employment. Nothing in the Plan or any Option
or any instrument executed pursuant to the Plan will confer upon any Grantee
any right to continue to be employed by or provide services to the Company or
affect the right of the Company to terminate the employment of any Grantee or
its other relationship with any Grantee. Nothing in the Plan or any Option or
any instrument executed pursuant to the Plan will confer upon any Grantee any
right to continue to be a Director of the Company or affect the right of the
shareholders to terminate the directorship of any Grantee.

Section 7.2. Limited Liability. The liability of the Company under
this Plan or in connection with any exercise of any Option is limited to the
obligations expressly set forth in the Plan and in the grant of any Option, and
no term or provision of this Plan nor of any Option shall be construed to
impose any duty, obligation or liability on the Company not expressly set forth
in the Plan or any grant of any Option.

Section 7.3. Assumption of Options. Upon the dissolution or
liquidation of the Company, or upon a reorganization, merger or consolidation
of the Company with one or more other entities as a result of which the Company
is not the surviving entity, or upon a sale of substantially all the assets of
the Company to another entity, any Options outstanding theretofore granted or
sold hereunder must be assumed by the surviving or purchasing entity, with
appropriate adjustments as to the number and kind of shares and price. Nothing
in this Section 7.3 shall be deemed to alter or supersede any provision of the
Plan relating to the vesting or maturity of Options upon a Change in Control.

Section 7.4. No Transfer. No Option or other benefit under the Plan
may be sold, pledged or otherwise transferred other than by will or the laws of
descent and distribution; and no Option may be exercised during the life of the
Grantee to whom it was granted except by such Grantee.

Section 7.5. Expenses. All costs and expenses incurred in connection
with the administration of the Plan including any excise tax imposed upon the
transfer of Shares pursuant to the exercise of an Option shall be borne by the
Company.

Section 7.6. Notices. Notices and other communications required or
permitted to be made under the Plan shall be in writing and shall be deemed to
have been duly given only if personally delivered or if sent by first class
mail addressed (a) if to a Holder, at his or her residence address set forth in
the records of the Company or (b) if to the Company, to its President at its
principal executive office.

Section 7.7. Third Parties. Nothing herein expressed or implied is
intended or shall be construed to give any person other than the Holders any
rights or remedies under this Plan.

Section 7.8. Saturdays, Sundays and Holidays. Where this Plan
authorizes or requires a payment or performance on a Saturday, Sunday or public
holiday, such payment or performance shall be deemed

-7-
<PAGE> 8

to be timely if made on the next succeeding business day.

Section 7.9. Rules of Construction. The captions and section numbers
appearing in this Plan are inserted only as a matter of convenience. They do
not define, limit or describe the scope or intent of the provisions of this
Plan. In this Plan words in the singular number include the plural, and in the
plural include the singular; and words of the masculine gender include the
feminine and the neuter and, when the sense so indicates, words of the neuter
gender may refer to any gender.

Section 7.10. Governing Law. The validity, terms, performance and
enforcement of this Plan shall be governed by laws of the State of Ohio that
are applicable to agreements negotiated, executed, delivered and performed
solely in the State of Ohio.

Section 7.11. Effective Date of the Plan. The Plan shall become
effective upon its approval by the affirmative vote of the holders of a
majority of the outstanding Shares present or represented and entitled to vote
at a meeting of the shareholders of the Company. Options may be granted by the
Committee before such approval, but all Options so granted shall be conditioned
on such approval and shall be void if such approval is not given within 12
months after the Effective Date.

Section 7.12. Amendment and Termination. No Option shall be granted
under the Plan more than ten years after the Effective Date. The Board of
Directors may at any time terminate the Plan or make such amendment of the Plan
as it may deem advisable; provided, however, that no amendment shall be
effective without the approval of the shareholders of the Company by the
affirmative vote of the holders of a majority of the outstanding Shares present
or represented and entitled to vote at a meeting of shareholders duly held, if
it were to:

(a) materially increase the benefits accruing to Holders
under the Plan;

(b) materially increase the number of Shares which may be
issued under the Plan; or

and, further, provided, however, that no amendment or termination of the Plan
shall be effective to alter or impair the rights of a Holder under any Option
granted before the adoption of such amendment or termination by the Board of
Directors, without the written consent of such Holder. No termination or
amendment of this Plan or any Option nor waiver of any right or requirement
under this Plan or any Option shall be binding on the Company unless it is in a
writing duly entered into its records and executed by a duly authorized
Officer.

-8-
<PAGE> 9

COOKER RESTAURANT CORPORATION

1996 OFFICERS' STOCK OPTION PLAN

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

OPTION CERTIFICATE

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

The undersigned being duly authorized and acting officers of Cooker
Restaurant Corporation, an Ohio corporation (the "Company"), do hereby certify
that: *PRINT NAME* (the "Grantee") was granted an option (the
"Option") under the Company's 1996 Officers' Stock Option Plan (the "Plan") to
purchase *NUMBER WORDS* (*FIGURES*) Common Shares, without par
value, of the Company (the "Shares") at an exercise price of *NUMBER
WORDS* (*FIGURES*) per share (the "Exercise Price") on _______
___________, 199__ (the "Date of Grant"); this Option shall vest and first
become exercisable as to twenty five percent (25%) of the Shares subject to
this Option on each of the first four anniversaries of the Date of Grant
provided the Grantee has been an Employee continuously during the time
beginning on the Date of Grant and ending on the date when such portion of this
Option first becomes exercisable; this Option shall lapse and cease to be
exercisable upon the earliest of ten (10) years after the Date of Grant, ninety
(90) days after the Grantee ceases to be an Employee because of his death or
disability, or thirty (30) days after the Grantee ceases to be an Employee for
any reason other than his death or disability; this Option is a Nonqualified
Option as defined in the Plan; this Option may be exercised, in whole or in
part (but not as to less than one hundred (100) Shares unless it is exercised
in whole), by the Grantee completing and manually signing the notice of
exercise which is set forth on the reverse side of this certificate and
delivering the same to the treasurer of the Company together with
consideration, in a form acceptable under the Plan, equal to the Exercise Price
times the number of Shares as to which such exercise is made together with any
applicable taxes or withholdings; this Option may not be sold, pledged or
transferred other than by will or the laws of descent and distribution and may
be exercised only by the Grantee; and this Option is subject to the terms of
the Plan, a copy of which will be mailed to the Grantee promptly upon receipt
by the secretary of the Company of the Grantee's request therefor, which are
incorporated herein as if fully set forth.

IN WITNESS WHEREOF, the undersigned have executed this certificate as
of this ____ day of ________________, 199__.

<TABLE>
<S> <C>
----------------------------------------------- ----------------------------------------------
G. Arthur Seelbinder, Chairman of the Board and Margaret A. Epperson, Secretary and Treasurer
Chief Executive Officer
</TABLE>

THIS OPTION CERTIFICATE IS NOT A NEGOTIABLE INSTRUMENT AND MAY
NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN
BY WILL OR THE LAWS OF DESCENT AND DISTRIBUTION.

<PAGE> 10

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

Notice of Exercise

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

The above named Grantee hereby exercises the Option to purchase
__________________ (__________) Common Shares1 and authorizes the Company to
withhold any applicable taxes or withholdings from the Grantee's wages, salary
or bonuses, if the amount of such taxes or withholdings are not delivered to
the Company together with this Notice of Exercise.

-------------------------------------
Must be manually signed by the Grantee,
Signatures by agents or personal
representatives are not acceptable
unless the Grantee has died or is
disabled

This Notice of Exercise must be accompanied by full payment in the form of a
certified or bank check or other consideration acceptable under the Plan.

- ---------------------
* If this Option is exercised as to less than all of the
Option Shares, a new certificate for the unexercised portion of the
Option will be mailed to the Grantee.

-10-

<PAGE> 1
Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (Nos. 33-45467, 33-46475, 33-46965, 33-48396 and
33-48397) of Cooker Restaurant Corporation of our report dated January 29, 1996
appearing on page F-2 of the Annual Report to Shareholders of Cooker Restaurant
Corporation for the fiscal year ended December 31, 1995.

/s/ Price Waterhouse LLP

PRICE WATERHOUSE LLP
Columbus, Ohio
March 26, 1996

<PAGE> 1
Exhibit 24.1

POWER OF ATTORNEY

The undersigned who is a director or officer of Cooker Restaurant Corporation,
an Ohio corporation (the "Company");

Does hereby constitute and appoint G. Arthur Seelbinder and Phillip L. Pritchard
to be his agents and attorneys-in-fact;

Each with the power to act fully hereunder without the other and with full power
of substitution to act in the name and on behalf of the undersigned;

To sign and file with the Securities and Exchange Commission the Annual Report
of the Company on Form 10-K for the fiscal year ended December 31, 1995, and
any amendments or supplements to such Annual Report; and

To execute and deliver any instruments, certificates or other documents which
they shall deem necessary or proper in connection with the filing of such
Annual Report, and generally to act for and in the name of the undersigned
with respect to such filings as fully as could the undersigned if then
personally present and acting.

Each agent named above is hereby empowered to determine in his discretion the
times when, the purposes for, and the names in which, any power conferred
upon him herein shall be exercised and the terms and conditions of any
instrument, certificate or document which may be executed by him pursuant to
this instrument.

This Power of Attorney shall not be affected by the disability of the
undersigned nor by the lapse of time.

The validity, terms and enforcement of this Power of Attorney shall be governed
by those laws of the State of Ohio that apply to instruments negotiated,
executed, delivered and performed solely within the State of Ohio.

This Power of Attorney may be executed in any number of counterparts, each of
which shall have the same effect as if it were the original instrument and
all of which shall constitute one and the same instrument.

IN WITNESS WHEREOF, I have executed this Power of Attorney this 31 day of
Jan., 1996.

/s/G. Arthur Seelbinder
-------------------------------
G. Arthur Seelbinder

<PAGE> 2

POWER OF ATTORNEY

The undersigned who is a director or officer of Cooker Restaurant Corporation,
an Ohio corporation (the "Company");

Does hereby constitute and appoint G. Arthur Seelbinder and Phillip L. Pritchard
to be his agents and attorneys-in-fact;

Each with the power to act fully hereunder without the other and with full power
of substitution to act in the name and on behalf of the undersigned;

This Power of Attorney shall not be affected by the disability of the
undersigned nor by the lapse of time.

IN WITNESS WHEREOF, I have executed this Power of Attorney this 29th day of
Jan., 1996.

/s/Phillip L. Pritchard
-------------------------------
Phillip L. Pritchard
<PAGE> 3

POWER OF ATTORNEY

The undersigned who is a director or officer of Cooker Restaurant Corporation,
an Ohio corporation (the "Company");

Does hereby constitute and appoint G. Arthur Seelbinder and Phillip L. Pritchard
to be his agents and attorneys-in-fact;

Each with the power to act fully hereunder without the other and with full power
of substitution to act in the name and on behalf of the undersigned;

This Power of Attorney shall not be affected by the disability of the
undersigned nor by the lapse of time.

IN WITNESS WHEREOF, I have executed this Power of Attorney this 30 day of
January, 1996.

/s/Glenn W. Cockburn
-------------------------------
Glenn W. Cockburn
<PAGE> 4
POWER OF ATTORNEY

The undersigned who is a director or officer of Cooker Restaurant Corporation,
an Ohio corporation (the "Company");

Does hereby constitute and appoint G. Arthur Seelbinder and Phillip L. Pritchard
to be his agents and attorneys-in-fact;

Each with the power to act fully hereunder without the other and with full power
of substitution to act in the name and on behalf of the undersigned;

This Power of Attorney shall not be affected by the disability of the
undersigned nor by the lapse of time.

IN WITNESS WHEREOF, I have executed this Power of Attorney this 30th
day of January , 1996.

/s/David C. Sevig
-------------------------------
David C. Sevig
<PAGE> 5
POWER OF ATTORNEY

The undersigned who is a director or officer of Cooker Restaurant Corporation,
an Ohio corporation (the "Company");

Does hereby constitute and appoint G. Arthur Seelbinder and Phillip L. Pritchard
to be his agents and attorneys-in-fact;

Each with the power to act fully hereunder without the other and with full power
of substitution to act in the name and on behalf of the undersigned;

This Power of Attorney shall not be affected by the disability of the
undersigned nor by the lapse of time.

IN WITNESS WHEREOF, I have executed this Power of Attorney this ____ day of
__________, 1996.

/s/JEMadigan
-------------------------------
Joseph E. Madigan
<PAGE> 6
POWER OF ATTORNEY

The undersigned who is a director or officer of Cooker Restaurant Corporation,
an Ohio corporation (the "Company");

Does hereby constitute and appoint G. Arthur Seelbinder and Phillip L. Pritchard
to be his agents and attorneys-in-fact;

Each with the power to act fully hereunder without the other and with full power
of substitution to act in the name and on behalf of the undersigned;

This Power of Attorney shall not be affected by the disability of the
undersigned nor by the lapse of time.

IN WITNESS WHEREOF, I have executed this Power of Attorney this 3rd day of
February , 1996.

/s/Robin V. Holderman
-------------------------------
Robin V. Holderman
<PAGE> 7
POWER OF ATTORNEY

The undersigned who is a director or officer of Cooker Restaurant Corporation,
an Ohio corporation (the "Company");

Does hereby constitute and appoint G. Arthur Seelbinder and Phillip L. Pritchard
to be his agents and attorneys-in-fact;

Each with the power to act fully hereunder without the other and with full power
of substitution to act in the name and on behalf of the undersigned;

This Power of Attorney shall not be affected by the disability of the
undersigned nor by the lapse of time.

IN WITNESS WHEREOF, I have executed this Power of Attorney this 30th day of
January , 1996.

/s/David T. Kollat
-------------------------------
David T. Kollat
<PAGE> 8
POWER OF ATTORNEY

The undersigned who is a director or officer of Cooker Restaurant Corporation,
an Ohio corporation (the "Company");

Does hereby constitute and appoint G. Arthur Seelbinder and Phillip L. Pritchard
to be his agents and attorneys-in-fact;

Each with the power to act fully hereunder without the other and with full power
of substitution to act in the name and on behalf of the undersigned;

This Power of Attorney shall not be affected by the disability of the
undersigned nor by the lapse of time.

IN WITNESS WHEREOF, I have executed this Power of Attorney this ____ day of
__________, 1996.

/s/David L. Hobson
-------------------------------
David L. Hobson
<PAGE> 9
POWER OF ATTORNEY

The undersigned who is a director or officer of Cooker Restaurant Corporation,
an Ohio corporation (the "Company");

Does hereby constitute and appoint G. Arthur Seelbinder and Phillip L. Pritchard
to be his agents and attorneys-in-fact;

Each with the power to act fully hereunder without the other and with full power
of substitution to act in the name and on behalf of the undersigned;

This Power of Attorney shall not be affected by the disability of the
undersigned nor by the lapse of time.

IN WITNESS WHEREOF, I have executed this Power of Attorney this 29th day of
January , 1996.

/s/Henry R. Hillenmeyer
-------------------------------
Henry R. Hillenmeyer
<PAGE> 10
POWER OF ATTORNEY

The undersigned who is a director or officer of Cooker Restaurant Corporation,
an Ohio corporation (the "Company");

Does hereby constitute and appoint G. Arthur Seelbinder and Phillip L. Pritchard
to be his agents and attorneys-in-fact;

Each with the power to act fully hereunder without the other and with full power
of substitution to act in the name and on behalf of the undersigned;

This Power of Attorney shall not be affected by the disability of the
undersigned nor by the lapse of time.

IN WITNESS WHEREOF, I have executed this Power of Attorney this 31st day of
January , 1996.

/s/Margaret Monaco
-------------------------------
Margaret T. Monaco

<PAGE> 1
Exhibit 24.2

SECRETARY'S CERTIFICATE

I, Margaret A. Epperson, certify that I am the duly elected, qualified and
acting Secretary of Cooker Restaurant Corporation, an Ohio Corporation (the
"Corporation"), that I am authorized and empowered to execute this Certificate
on behalf of the Corporation with respect to the Annual Report on Form 10-K and
further certify that the following is a true, complete and correct copy of a
resolution adopted by the Board of Directors of the Corporation on January 29,
1996, which resolution has not been amended, modified or rescinded:

RESOLVED, that each officer and director who may be required to execute an
annual report on Form 10-K or any amendment or supplement thereto (whether
on behalf of the Corporation or as an officer or director thereof or
otherwise) be, and each of them hereby is, authorized to execute a power
of attorney appointing G. Arthur Seelbinder and Phillip L. Pritchard and
each of them severally, his true and lawful attorneys and agents to
execute in his name, place and stead (in any such capacity) said Form 10-K
and all instruments or reports necessary or in connection therewith, and
to file the same with the Securities and Exchange Commission, each of said
attorneys and agents to have the power to act with or without the other,
to have full power and authority to do and to perform in the name and on
behalf of each of said officers and directors, or both, as the case may
be, every act which is necessary or advisable to be done as fully, and to
all intents and purposes, as any such officer or director might or could
do in person; and further

IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of March,
1996.

/s/ Margaret A. Epperson
-------------------------------
Margaret A. Epperson, Secretary

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Cooker
Restaurant Corporation 1994 Annual Report and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<CIK> 0000832412
<NAME> COOKER RESTAURANT CORPORATION

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-02-1995
<PERIOD-END> DEC-31-1995
<CASH> 1,299,000
<SECURITIES> 0
<RECEIVABLES> 229,000
<ALLOWANCES> 0
<INVENTORY> 914,000
<CURRENT-ASSETS> 3,026,000
<PP&E> 78,127,000
<DEPRECIATION> 13,296,000
<TOTAL-ASSETS> 83,181,000
<CURRENT-LIABILITIES> 8,826,000
<BONDS> 35,976,000
0
0
<COMMON> 26,082,000
<OTHER-SE> 11,864,000
<TOTAL-LIABILITY-AND-EQUITY> 83,181,000
<SALES> 91,678,000
<TOTAL-REVENUES> 91,678,000
<CGS> 77,217,000
<TOTAL-COSTS> 77,217,000
<OTHER-EXPENSES> 7,298,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,848,000
<INCOME-PRETAX> 7,163,000
<INCOME-TAX> 2,731,000
<INCOME-CONTINUING> 4,432,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,432,000
<EPS-PRIMARY> 0.60
<EPS-DILUTED> 0

</TABLE>