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CNL Restaurant Properties Inc · 424B3 · On 1/21/98

Filed On 1/21/98 · SEC File 333-15411 · Accession Number 916641-98-41

  As Of               Filer                 Filing     On/For/As Docs:Pgs              Issuer               Agent

 1/21/98  CNL Restaurant Properties Inc     424B3                  1:214                                    916641

Prospectus · Rule 424(b)(3)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Cnl American Properties Fund, Inc. 424B3             214  1,015K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Business Certain Transactions Management Compensation Offering, The Pro Forma Consolidated Balance Sheet Property Acquisitions Subsequent Offering The Offering
1	1st Page
"	The Offering
"	Subsequent Offering
2	Business
5	Property Acquisitions
99	Management Compensation
102	Certain Transactions
120	Pro Forma Consolidated Balance Sheet

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                FILED PURSUANT TO RULE 424B3
                       FILE NUMBER 333-15411

CNL AMERICAN PROPERTIES FUND, INC.

Supplement No. 3, dated January 21, 1998

 to Prospectus, dated April 18, 1997

         This Supplement is part of, and should be read in conjunction with, the
Prospectus dated April 18, 1997. This Supplement replaces all prior Supplements 
to the Prospectus. Capitalized terms used in this Supplement have the same      
meaning as in the Prospectus unless otherwise stated herein.                    

 Information as to proposed properties for which the Company has
received initial commitments and as to the number and types of Properties       
acquired by the Company is presented as of December 31, 1997, and all references
to commitments or Property acquisitions should be read in that context. Proposed
properties for which the Company receives initial commitments, as well as       
property acquisitions that occur after December 31, 1997, will be reported in a 
subsequent Supplement.                                                          

THE OFFERING

        As of the completion of its Initial Offering, the Company had received
subscription proceeds of $150,591,765 (15,059,177 shares), including $591,765   
(59,177 shares) issued pursuant to the Reinvestment Plan and after deduction of 
selling commissions, marketing support and due diligence expense reimbursement  
fees and offering expenses, net proceeds to the Company from its Initial        
Offering totalled approximately $134,000,000. Following the completion of its   
Initial Offering on February 6, 1997, the Company commenced this offering of up 
to 27,500,000 Shares. As of December 31, 1997, the Company had received         
subscription proceeds of $211,173,099 (21,117,310 Shares), including $1,872,648 
(187,265 Shares) issued pursuant to the Reinvestment Plan, from 9,214           
stockholders in connection with this offering. Net Offering Proceeds to the     
Company after deduction of Selling Commissions, marketing support and due       
diligence expense reimbursement fees and Offering Expenses totalled             
approximately $190,868,000. As of December 31, 1997, the Company had invested or
committed for investment approximately $274,720,000 of aggregate net proceeds   
from the Initial Offering and this offering in 244 Properties, in providing     
mortgage financing to the tenants of the 44 Properties consisting of land only  
to purchase the buildings on these Properties and the buildings on two          
additional properties through Mortgage Loans, and in paying acquisition fees and
certain acquisition expenses, leaving approximately $50,192,000 in Net Offering 
Proceeds available for investment in Properties and Mortgage Loans. As of       
December 31, 1997, $9,502,789 of the Net Offering Proceeds from this offering   
had been incurred as Acquisition Fees to the Advisor.                           

SUBSEQUENT OFFERING 

      On October 10, 1997, the Company filed a registration statement with
the Securities and Exchange Commission in connection with the proposed sale by  
the Company of up to 34,500,000 shares of common stock in a public offering (the
"Subsequent Offering") . Of the 34,500,000 shares of common stock to be offered,
2,000,000 will be available only to stockholders purchasing through the         
Reinvestment Plan. The price per share and the other terms of the Subsequent    
Offering, including the percentage of gross proceeds payable to the Managing    
Dealer for selling commissions and expenses in connection with the offering,    
payable to the Advisor for acquisition fees and acquisition expenses and        
reimbursable to the Advisor for offering expenses, will be the same as those for
this offering. Net proceeds from the Subsequent Offering will be invested in    
additional Properties and Mortgage Loans.                                       

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BUSINESS

GENERAL                                                                         

 The Company acquires Properties which are leased on a long-term
(generally, 15 to 20 years, plus renewal options for an additional 10 to 20     
years), "triple-net" basis. With proceeds of this offering, the Company intends 
to purchase fast-food, family-style, and casual dining restaurant Properties.   
"Triple-net" means that the tenant will be responsible for repairs, maintenance,
property taxes, utilities and insurance. The Properties may consist of land and 
building, the land underlying the restaurant building with the building owned by
the tenant or a third party, and the building only with the land owned by a     
third party. The Company also provides Mortgage Loans for the purchase of       
buildings, generally by tenants that lease the underlying land from the Company.
To a lesser extent, the Company offers Equipment financing to operators of      
Restaurant Chains pursuant to which the Company will finance, through direct    
financing leases or loans, the Equipment (collectively, the "Secured Equipment  
Leases.")                                                                       

  As of December 31, 1997, the Company owned 244 Properties. It is
anticipated that the Company will acquire a total of 400 to 450 Properties if   
the maximum number of Shares is sold in this offering (including 260 to 300     
Properties to be acquired with the proceeds of this offering).                  

         The Properties, which typically are freestanding and are located across
the United States, are leased to operators of the Restaurant Chains selected by 
the Advisor and approved by the Board of Directors. Each Property acquisition   
and Mortgage Loan commitment by the Company is subject to the approval of the   
Board of Directors. Properties purchased by the Company are leased under        
arrangements requiring base annual rent equal to a specified percentage of the  
Company's cost of purchasing a particular Property, with automatic rent         
increases, and/or percentage rent based on gross sales. See "Description of     
Leases -- Computation of Lease Payments," in the Prospectus.                    

      The Company invests in Properties of selected Restaurant Chains that
are national and regional restaurant chains, primarily fast-food, family-style, 
and casual dining chains. Fast-food restaurants feature quality food and quick  
service, which often includes drive-through service, and offer a variety of menu
items such as hamburgers, steaks, seafood, chili, pizza, pasta dishes, chicken, 
hot and cold sandwiches, and salads. Family-style restaurants feature services  
that generally are associated with full-service restaurants, such as full table 
service and cooked-to-order food, but at more moderate prices. The casual dining
(or dinner house) concept features a variety of popular contemporary foods, full
table service, moderate prices, and surroundings that are appealing to families.
The casual dining segment of the restaurant industry, like the family-style     
segment, features services that generally are associated with the full-service  
restaurant category. According to forecasts appearing in the January 1, 1997    
issue of Restaurants and Institutions, it is projected that the casual dining   
segment of full-service restaurants sales will experience 3.8% real growth in   
sales this year, with sales predicted to reach $49 billion. The top 15 casual   
dining chains by sales have a total of 2,977 restaurants throughout the United  
States.                                                                         

        The restaurant industry is one of the largest industries in the United
States in volume of sales and number of employees (more than 9 million persons) 
and includes fast-food outlets, cafeterias, lunchrooms, convenience stores,     
family-style restaurants, casual dining facilities, full-service restaurants,   
and contract and industrial feeders. By the year 2000, food service sales are   
expected to exceed $392 billion. Industry publications project that restaurant  
industry sales will increase from $173.7 billion in 1985 to $335.3 billion in   
1998. Restaurant industry sales for 1997 are projected to be $321.3 billion.    
Nominal growth, which is comprised of real growth and inflationary growth, is   
estimated to be 4.7% in 1998. Real growth of the restaurant industry in 1997 was
1.7%, and industry analysts currently estimate that the restaurant industry will
achieve 1.8% real growth in 1998; however, according to the National Restaurant 
Association, fast-food restaurants should outpace the industry average for real 
growth, with a projected 2.1% increase over 1997. Sales in this segment of the  
restaurant industry are projected to be $105.7 billion for 1998.                

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       The Company invests in the fast-food, family-style, and casual dining
segments of the restaurant industry, the most rapidly growing segments in recent
years. According to the National Restaurant Association, 51% of adults eat at a 
quick-service restaurant and 42% of adults patronize a moderately-priced family 
restaurant at least once each week. In addition, the National Restaurant        
Association indicates that Americans spend approximately 43 cents of every food 
dollar on dining away from home. Surveys published in Restaurant Business       
indicate that families with children choose quick-service restaurants four out  
of every five times they dine out. Additionally, according to The Wall Street   
Journal (May 11, 1992), the average American spends $19,791 on fast-food in a   
lifetime. Further, according to Nation's Restaurant News, the 100 largest       
restaurant chains posted an average of 4.59% growth in their systemwide sales   
figures for 1996. Casual-theme dining concepts are the chains showing the       
strongest growth. In 1996, the family-style segment experienced sales growth of 
3.61% over 1995 figures, and, the casual dining segment experienced systemwide  
sales growth in 1996 of 12.37%, compared to 12.99% in 1995. Management believes 
that the Company will have the opportunity to participate in this growth through
the ownership of Properties leased to operators of the Restaurant Chains.       

The fast-food, family-style and casual dining segments of the 
restaurant industry have demonstrated their ability to adapt to changes in      
consumer preferences, such as health and dietary issues, decreases in the       
disposable income of consumers and environmental awareness, through various     
innovative techniques, including special value pricing and promotions, increased
advertising, menu changes featuring low-calorie, low-cholesterol menu items, and
new packaging and energy conservation techniques.                               

        The table set forth below provides information with respect to certain
Restaurant Chains in which the Company and Affiliates of the Company (consisting
of a listed public REIT, 18 public partnerships and 8 private partnerships) have
invested, as of September 30, 1997:                                             

               AGGREGATE
         DOLLARS INVESTED BY    PERCENTAGE OF        NUMBER OF
NAME              COMPANY AFFILIATES   DOLLARS INVESTED    PRIOR PROGRAMS       

GOLDEN CORRAL       $150,613,000            16.6%                26             
BURGER KING          105,659,000            11.7%                25             
JACK IN THE BOX       94,041,000            10.4%                15             
DENNY'S               91,365,000            10.1%                20             
HARDEE'S              58,599,000             6.5%                13             
BOSTON MARKET         51,351,000             5.7%                 8             
SHONEY'S              37,240,000             4.1%                13             
IHOP                  34,165,000             3.8%                 6             
LONG JOHN SILVER'S    32,029,000             3.5%                 6             
TGI FRIDAY'S          30,228,000             3.3%                 9             
WENDY'S               30,011,000             3.3%                16             
DARRYL'S              22,296,000             2.5%                 4             
CHECKERS              21,263,000             2.3%                 7             
PERKINS               16,311,000             1.8%                 9             
PIZZA HUT             15,578,000             1.7%                 8             
KFC                   14,436,000             1.6%                11             
BLACK-EYED PEA        10,602,000             1.2%                 4             
POPEYES               10,589,000             1.2%                 9             
ARBY'S                10,493,000             1.2%                 6             
TACO BELL              7,435,000             0.8%                 8             
TUMBLEWEED SOUTHWEST                                                            
MESQUITE GRILL & BAR  6,402,000             0.7%                 1            
HOULIHAN'S             4,741,000             0.5%                 1             

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COMPLETED INVESTMENTS                                                           

    As of December 31, 1997, the Company had invested or committed for
investment approximately $274,720,000 of the aggregate net proceeds from the    
Initial Offering and this offering in 244 Properties (179 Properties which      
consist of land and building, 44 Properties which consist of land only and 21   
Properties which consist of building only), in Mortgage Loans to the tenants of 
the 44 Properties consisting of land only and two additional properties and to  
pay related Acquisition Fees and Acquisition Expenses. See "Certain             
Transactions." All of the Properties are owned directly by the Company, except  
for one Property which is owned through a joint venture arrangement. All of the 
Properties were acquired since the Company commenced operations on June 1, 1995 
and have leases expiring from 9 to 25 years after the date on which each lease  
commenced.                                                                      

        The following tables set forth information for the Properties owned by
the Company as of December 31, 1997, including the number of Properties by      
Restaurant Chain and the number of Properties by state.                         

RESTAURANT                                  NUMBER OF PROPERTIES    
----------                                  --------------------    
Applebee's                                             2            
Arby's                                                 8            
Bennigan's                                             1            
Black-eyed Pea                                        18            
Boston Market                                         32            
Burger King                                            9            
Charley's Place                                        2            
Chevy's Fresh Mex                                      4            
`Darryl's                                              15           
Denny's                                                4            
Einstein Bros. Bagels                                  2            
Golden Corral                                         28            
Ground Round                                          13            
Houlihan's                                             3            
IHOP                                                   8            
Jack in the Box                                       29            
Kenny Rogers Roasters                                  1            
KFC                                                    1            
Mr. Fable's                                            1            
On The Border                                          1            
Pizza Hut                                             44            
Popeyes                                                1            
Ruby Tuesday's                                         1            
Ruth's Chris Steakhouse                                1            
Ryan's Family Steak House                              1            
Shoney's                                               3            
T.G.I. Friday's                                        1            
Tumbleweed Southwest Mesquite Grill & Bar              5            
Wendy's                                                5            
                                         ---
Total                                           244       
                                         ===

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STATE                                       NUMBER OF PROPERTIES    
-----                                       --------------------    
Alabama                                                5            
Arizona                                                8            
California                                            22            
Colorado                                               5            
Connecticut                                            1            
Delaware                                               1            
Florida                                               13            
Georgia                                                2            
Idaho                                                  1            
Illinois                                               5            
Indiana                                                5            
Iowa                                                   4            
Kansas                                                 3            
Kentucky                                               4            
Maryland                                               7            
Michigan                                               8            
Minnesota                                              3            
Missouri                                               7            
Nebraska                                               1            
Nevada                                                 2            
New Jersey                                             2            
New Mexico                                             3            
New York                                               1            
North Carolina                                         9            
Ohio                                                  37            
Oklahoma                                               5            
Oregon                                                 3            
Pennsylvania                                           6            
Tennessee                                             13            
Texas                                                 35            
Utah                                                   1            
Virginia                                               8            
Washington                                             2            
West Virginia                                         10            
Wisconsin                                              2            
                                         -----
Total                                           244       
                                         =====

PROPERTY ACQUISITIONS                                                           

       Between April 3, 1997 and December 31, 1997, the Company acquired 119
Properties, including 104 Properties consisting of land and building, 14        
Properties consisting of building only and one Property consisting of land only,
with the remaining net offering proceeds of the Initial Offering and the Net    
Offering Proceeds of this offering. These Properties are six Arby's Properties  
(one in each of Lexington, Greensboro, Greenville, Jonesville, Kernersville and 
Kinston, North Carolina), 15 Boston Market Properties (one in each of Liberty,  
Missouri; Indianapolis, Indiana; Vacaville, California; Lansing Michigan;       
Newport News, Virginia; Hoover, Alabama; Arvada and Edgewater, Colorado; San    
Antonio and Stafford, Texas; and Baltimore, Gambrills, Jessup, Riverdale, and   
Waldorf, Maryland), 13 Black-eyed Pea Properties (one in each of Forestville,   
Maryland; Wichita, Kansas; Scottsdale, Mesa and Tucson, Arizona; Dallas,        
Houston, and Waco, Texas; two in Albuquerque, New Mexico; and three in Phoenix, 
Arizona), 11 Jack in the Box Properties (one in each of Enumclaw, Washington;   
Florissant, Missouri; Fresno, Woodland , West Sacramento, Folsom and Los        
Angeles, California; and Bacliff, Corinth, Channelview, and Garland, Texas), two
Einstein Bros. Bagels Properties (one in each of Dearborn, Michigan, and        
Springfield, Virginia), two Shoney's Properties (one in each of Guadalupe,      
Arizona; and Las Vegas, Nevada), one Pizza Hut Property (in Dover, Ohio), 12    
Golden Corral Properties (one in each of                                        

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Corpus Christi, Texas; Liberty, Missouri; Mobile, Alabama; Olathe, Kansas;      
Council Bluffs, Iowa; Enid, Duncan and Muskogee, Oklahoma; Fort Walton Beach and
Palatka, Florida; and two in Jacksonville, Florida), eight IHOP Properties (one 
in each of Stockbridge, Georgia; Elk Grove, California; Loveland, Colorado;     
Leesburg and Fairfax, Virginia; and Houston, Lake Jackson and Victoria, Texas), 
one Popeyes Property (in Starke, Florida), one Ruth's Chris Steak House Property
(in Tampa, Florida), two Charley's Place Properties (one in each of King of     
Prussia, Pennsylvania, and McLean, Virginia), 15 Darryl's Properties (one in    
each of Evansville, Indiana; Louisville, Kentucky; Hampton, Virginia;           
Winston-Salem, North Carolina; Huntsville, Mobile and Montgomery, Alabama;      
Knoxville and Nashville, Tennessee; Orlando and Pensacola, Florida; and two in  
each of Raleigh, North Carolina, and Richmond, Virginia), three Houlihan's      
Properties (one in each of Bethel Park, Langhorne and Plymouth Meeting,         
Pennsylvania), one KFC Property (in Putnam, Connecticut), five Tumbleweed       
Southwest Mesquite Grill & Bar Properties (one in each of Lawrence, Kansas;     
Cookeville, Hendersonville, Nashville and Murfreesboro, Tennessee), one Ruby    
Tuesday's Property (in London, Kentucky) , one T.G.I. Friday's Property (in     
Superstition Springs, Arizona), 13 Ground Round Properties (one in each of      
Allentown and Reading, Pennsylvania; Colerain and Parma, Ohio; Dubuque and      
Waterloo, Iowa; Janesville and Wauwatosa, Wisconsin; Gloucester and Ewing, New  
Jersey; Crystal, Minnesota; Kalamazoo, Michigan; and Nanuet, New York), one On  
The Border Property (in San Antonio, Texas), one Wendy's Property (in Westlake  
Village, California), and four Chevy's Fresh Mex Properties (one in each of     
Beaverton and Lake Oswego, Oregon; Arapahoe, Colorado; and Greenbelt, Maryland).
For information regarding the Properties acquired by the Company prior to April 
3, 1997, see the Prospectus dated April 18, 1997.                               

       The Jack in the Box Properties in Folsom and Los Angeles, California,
and Florissant, Missouri, were acquired from Affiliates of the Company. The     
Affiliates had purchased and temporarily held title to these Properties in order
to facilitate their acquisition by the Company. The Properties were acquired by 
the Company for an aggregate purchase price of approximately $3,674,000,        
representing the cost of the Properties to the Affiliates (including carrying   
costs).                                                                         

      In connection with the purchase of the six Arby's Properties, the 15
Boston Market Properties, the two Einstein Bros. Bagels Properties, the 11 Jack 
in the Box Properties, the two Shoney's Properties, the 12 Golden Corral        
Properties, the eight IHOP Properties, the Popeyes Property, the Ruth's Chris   
Steak House Property, the two Charley's Place Properties, the 15 Darryl's       
Properties, the three Houlihan's Properties, the KFC Property, the Ruby         
Tuesday's Property, the T.G.I. Friday's Property, the 13 Ground Round           
Properties, the Wendy's Property, the four Chevy's Fresh Mex Properties, the    
Black-eyed Pea Property in Mesa, Arizona, and four of the Tumbleweed Southwest  
Mesquite Grill & Bar Properties in Lawrence, Kansas; Cookeville, Nashville and  
Murfreesboro, Tennessee, which are land and building, the Company, as lessor,   
entered into long-term lease agreements with unaffiliated lessees. The general  
terms of the lease agreements are described in the section of the Prospectus    
entitled "Business -  Description of Property Leases." For the Properties that  
are to be constructed or renovated, the Company has entered into development and
indemnification and put agreements with the lessees. The general terms of these 
agreements are described in the section of the Prospectus entitled "Business -  
Site Selection and Acquisition of Properties - Construction and Renovation."    

        The purchase prices for the Shoney's Properties in Guadalupe, Arizona;
and Las Vegas, Nevada, and the T.G.I. Friday's Property in Superstition Springs,
Arizona, include development fees of $49,500, $73,191 and $17,500, respectively,
to an Affiliate of the Advisor for services provided in connection with the     
development of the Properties. The Company considers development fees, to the   
extent that they are paid to Affiliates, to be Acquisition Fees. Such           
development fees must be approved by a majority of the Directors (including a   
majority of the Independent Directors) not otherwise interested in such         
transactions, subject to a determination that such transactions are fair and    
reasonable to the Company and on terms and conditions not less favorable to the 
Company than those available from unaffiliated third parties and not less       
favorable than those available from the Advisor or its Affiliates in            
transactions with unaffiliated third parties. See the sections of the Prospectus
entitled "Management Compensation" and "Business - Site Selection and           
Acquisition of Properties."                                                     

   In connection with the Black-eyed Pea Properties, one of which is
located in each of Scottsdale and Tucson, Arizona; and three of which are       
located in Phoenix, Arizona, all of which are building only, the Company, as    
lessor, entered into long-term lease agreements with unaffiliated lessees. The  
general terms of the lease agreements are described in the section of the       
Prospectus entitled "Business - Description of Property Leases." In connection  
with                                                                            

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the purchase of the Scottsdale Property, which is to be renovated, the Company  
has entered into development and indemnification and put agreements with the    
lessee. The general terms of these agreements are described in the section of   
the Prospectus entitled "Business - Site Selection and Acquisition of Properties
- Construction and Renovation." In connection with these acquisitions, the      
Company has also entered into landlord estoppel agreements with the landlords of
the land and collateral assignments of the ground leases with the lessees in    
order to provide the Company with certain rights with respect to the land on    
which the buildings are located.                                                

  In connection with the Tumbleweed Southwest Mesquite Grill & Bar
Property in Hendersonville, Tennessee, the On The Border Property in San        
Antonio, Texas, and the Black-eyed Pea Properties, one of which is located in   
each of Dallas, Houston, and Waco, Texas; Forestville, Maryland; and Wichita    
Kansas; and two of which are located in Albuquerque, New Mexico; all of which   
are building only, the Company, as lessor, entered into long-term lease         
agreements with unaffiliated lessees. The general terms of the lease agreements 
are described in the section of the Prospectus entitled "Business - Description 
of Property Leases." In connection with the purchase of the Hendersonville      
Property, which is to be renovated, and the San Antonio Property, which is to be
constructed, the Company has entered into development and indemnification and   
put agreements with the lessees. The general terms of these agreements are      
described in the section of the Prospectus entitled "Business - Site Selection  
and Acquisition of Properties - Construction and Renovation." In connection with
these acquisitions, the Company has also entered into tri-party agreements with 
the lessees and the owners of the land. The tri-party agreements provide that   
the ground lessees are responsible for all obligations under the ground leases  
and provide certain rights to the Company relating to the maintenance of its    
interest in the buildings in the event of a default by the lessees under the    
terms of the ground leases.                                                     

         In connection with the Pizza Hut Property in Dover, Ohio, which is land
only, the Company acquired the land and is leasing this parcel to the lessee,   
Castle Hill Holdings VII, L.L.C. ("Castle Hill"), along with eight Pizza Hut    
Properties previously acquired, pursuant to a master lease agreement (the       
"Master Lease Agreement"). Castle Hill has subleased the Pizza Hut Property in  
Dover, Ohio, along with the eight Pizza Hut Properties previously acquired, to  
one of its affiliates, Midland Food Services III, L.L.C., which is the operator 
of the restaurants. The general terms of the Master Lease Agreement are similar 
to those described in the section of the Prospectus entitled "Business -        
Description of Property Leases." If the lessee does not exercise its option to  
purchase the Properties upon termination of the Master Lease Agreement, the     
sublessee and lessee will surrender possession of the Properties to the Company,
together with any improvements on such Properties. The lessee owns the buildings
located on the Pizza Hut Property in Dover, Ohio, along with the eight Pizza Hut
Properties previously acquired. In addition, the Company provided mortgage      
financing of $4,200,000 to the lessee, pursuant to a Mortgage Loan evidenced by 
a master mortgage note (the "Master Mortgage Note") which is collateralized by  
the building improvements on the Pizza Hut Property in Dover, Ohio, the eight   
Pizza Hut Properties previously acquired, and two additional Pizza Hut          
Properties in Wintersville, Ohio, and Weirton, West Virginia, which will not be 
owned by the Company, as described in the section of the Prospectus entitled    
"Business - Property Acquisitions."                                             

    The following table sets forth the location of the 119 Properties,
including 104 Properties consisting of land and building, 14 Properties         
consisting of building only and one Property consisting of land only, acquired  
by the Company, from April 3, 1997 through December 31, 1997, a description of  
the competition, and a summary of the principal terms of the acquisition and    
lease of each Property.                                                         

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PROPERTY ACQUISITIONS 

From April 3, 1997 through  December 31, 1997 

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                                                        · Enlarge/Download Table


                                                         Lease Expira-                                                   
Property Location                Purchase     Date         tion and          Minimum        Percentage         Option    
and Competition                  Price (1)   Acquired   Renewal Options  Annual Rent (2)       Rent          To Purchase 
-------------------------------  ---------   --------   ---------------  ---------------  ---------------   -------------
                                                                                                                         

BOSTON MARKET                     $629,435    04/16/97   04/2012;        10.38% of Total    for each lease    at any time
(the "Arvada #2 Property")        (excluding             five five-      Cost (4);          year after the    after the  
Restaurant to be constructed      development            year renewal    increases by       fifth lease       fifth lease
                                  costs)                 options         10% after the      year, (i) 4% of   year       
The Arvada #2 Property is         (3)                                    fifth lease        annual gross                 
located on the northwest                                                 year and after     sales minus                  
quadrant of West 55th Avenue                                             every five         (ii) the                     
and the Wadsworth Bypass, in                                             years              minimum annual               
Arvada, Jefferson County,                                                thereafter         rent for such                
Colorado, in an area of mixed                                            during the         lease year                   
retail, commercial, and                                                  lease term                                      
residential development.                                                                                                 
Other fast-food and family-                                                                                              
style restaurants located in                                                                                             
proximity to the Arvada #2                                                                                               
Property include an                                                                                                      
Applebee's, a Ruby Tuesday, an                                                                                           
IHOP, a Fazoli's, a                                                                                                      
McDonald's, and several local                                                                                            
restaurants.                                                                                                             

BOSTON MARKET                     $456,801     04/16/97  04/2012;        10.38% of Total    for each lease    at any time
(the "Liberty #1 Property")       (excluding             five five-      Cost (4);          year after the    after the  
Restaurant to be constructed      development            year renewal    increases by       fifth lease       fifth lease
                                  costs)                 options         10% after the      year, (i) 5% of   year       
The Liberty #1 Property is        (3)                                    fifth lease        annual gross                 
located at the southeast                                                 year and after     sales minus                  
corner of the intersection of                                            every five         (ii) the                     
North Highway 291 and Landmark                                           years              minimum annual               
Avenue, in Liberty, Clay                                                 thereafter         rent for such                
County, Missouri, in an area                                             during the         lease year                   
of mixed retail, commercial,                                             lease term                                      
and residential development.                                                                                             
Other fast-food and family-                                                                                              
style restaurants located in                                                                                             
proximity to the Liberty #1                                                                                              
Property include a Ponderosa,                                                                                            
a KFC, a Perkins, and a Pizza                                                                                            
Hut.                                                                                                                     


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                                                         Lease Expira-                                                   
Property Location                Purchase     Date         tion and          Minimum        Percentage         Option    
and Competition                  Price (1)   Acquired   Renewal Options  Annual Rent (2)       Rent          To Purchase 
-------------------------------  ---------   --------   ---------------  ---------------  ---------------   -------------
                                                                                                                         
EINSTEIN BROS. BAGELS (5)         $422,512     04/16/97  04/2012;        10.38% of Total    for each lease    at any time
(the "Dearborn Property")         (excluding             five five-      Cost (4);          year after the    after the  
Restaurant to be constructed      development            year renewal    increases by       fifth lease       fifth lease
                                  costs)                 options         10% after the      year, (i) 4% of   year       
The Dearborn Property is          (3)                                    fifth lease        annual gross                 
located on the southeast                                                 year and after     sales minus                  
corner of Telegraph Road and                                             every five         (ii) the                     
Sheridan Road, in Dearborn,                                              years              minimum annual               
Wayne County, Michigan, in an                                            thereafter         rent for such                
area of mixed retail,                                                    during the         lease year                   
commercial, and residential                                              lease term                                      
development.  Other fast-food                                                                                            
and family-style restaurants                                                                                             
located in proximity to the                                                                                              
Dearborn Property include a                                                                                              
Boston Market, a Subway                                                                                                  
Sandwich Shop, and several                                                                                               
local restaurants.                                                                                                       

JACK IN THE BOX (6)               $843,431     04/16/97  04/2015;        $86,452 (7);       for each lease    at any time
(the "Enumclaw Property")         (3)(7)                 four five-      increases by 8%    year, (i) 5% of   after the  
Restaurant to be renovated                               year renewal    after the fifth    annual gross      seventh    
                                                         options         lease year and     sales minus       lease year 
The Enumclaw Property is                                                 after every        (ii) the                     
located at the northwest                                                 five years         minimum annual               
corner of the intersection of                                            thereafter         rent for such                
Griffin Avenue and Cedar                                                 during the         lease year (8)               
Street, in Enumclaw, King                                                lease term                                      
County, Washington, in an area                                                                                           
of mixed retail, commercial,                                                                                             
and residential development.                                                                                             
Other fast-food and family-                                                                                              
style restaurants located in                                                                                             
proximity to the Enumclaw                                                                                                
Property include a Subway                                                                                                
Sandwich Shop, a Burger King,                                                                                            
a McDonald's, a Pizza Hut, and                                                                                           
a local restaurant.                                                                                                      


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                                                         Lease Expira-                                                   
Property Location                Purchase     Date         tion and          Minimum        Percentage         Option    
and Competition                  Price (1)   Acquired   Renewal Options  Annual Rent (2)       Rent          To Purchase 
-------------------------------  ---------   --------   ---------------  ---------------  ---------------   -------------
                                                                                                                         

SHONEY'S (9)                      $679,095     04/16/97  04/2017; two    11% of Total       for each lease    at any time
(the "Guadalupe Property")        (excluding             five-year       Cost (4);          year, (i) 6% of   after the  
Restaurant to be constructed      development            renewal         increases by       annual gross      seventh    
                                  costs)                 options         10% after the      sales minus       lease year 
The Guadalupe Property is         (3)                                    fifth lease        (ii) the                     
located within the southeast                                             year and after     minimum annual               
quadrant of Interstate 10 and                                            every five         rent for such                
Baseline Road, in Guadalupe,                                             years              lease year                   
Maricopa County, Arizona, in                                             thereafter                                      
an area of mixed retail,                                                 during the                                      
commercial, and residential                                              lease term                                      
development.  Other fast-food                                                                                            
and family-style restaurants                                                                                             
located in proximity to the                                                                                              
Guadalupe Property include a                                                                                             
Denny's, a Taco Bell, a KFC, a                                                                                           
Jack in the Box, a Waffle                                                                                                
House, and several local                                                                                                 
restaurants.                                                                                                             

BLACK-EYED PEA (10)               $769,863     04/17/97  02/2011         $105,450 (7);      None              at any time
(the "Scottsdale Property")       (3)(7)                                 increases to                         after the  
Restaurant to be renovated                                               $107,511 during                      fifth lease
                                                                         the eleventh                         year       
The Scottsdale Property is                                               through                                         
located within the southeast                                             fourteenth                                      
quadrant of Indian Bend Road                                             lease years                                     
and Pima Road, in Scottsdale,                                                                                            
Maricopa County, Arizona, in                                                                                             
an area of mixed retail,                                                                                                 
commercial, and residential                                                                                              
development.  Other fast-food                                                                                            
and family-style restaurants                                                                                             
located in proximity to the                                                                                              
Scottsdale Property include a                                                                                            
KFC, a Denny's, an Arby's, a                                                                                             
Taco Bell, a McDonald's, and a                                                                                           
local restaurant.                                                                                                        


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                                                         Lease Expira-                                                   
Property Location                Purchase     Date         tion and          Minimum        Percentage         Option    
and Competition                  Price (1)   Acquired   Renewal Options  Annual Rent (2)       Rent          To Purchase 
-------------------------------  ---------   --------   ---------------  ---------------  ---------------   -------------
                                                                                                                         

PIZZA HUT (11)(12)                $224,378     04/17/97  03/2017; two    $23,560;           None              at any time
(the "Dover Property")                                   ten-year        increases by                         after the  
Land only                                                renewal         10% after the                        seventh    
                                                         options         fifth and tenth                      lease year 
The Dover Property is located                                            lease years and                                 
on the west side of Boulevard                                            12% after the                                   
Street, in Dover, Tuscarawas                                             fifteenth lease                                 
County, Ohio, in an area of                                              year                                            
mixed retail, commercial, and                                                                                            
residential development.                                                                                                 
Other fast-food and family-                                                                                              
style restaurants located in                                                                                             
proximity to the Dover                                                                                                   
Property include a Taco Bell,                                                                                            
a Long John Silver's, a                                                                                                  
Friendly's, and several local                                                                                            
restaurants.                                                                                                             

JACK IN THE BOX (6)               $1,049,420   04/29/97  04/2015;        $107,566 (7);      for each lease    at any time
(the "Bacliff Property")            (3)(7)               four five-      increases by 8%    year, (i) 5% of   after the  
Restaurant to be constructed                             year renewal    after the fifth    annual gross      seventh    
                                                         options         lease year and     sales minus       lease year 
The Bacliff Property is                                                  after every        (ii) the                     
located on the southeast                                                 five years         minimum annual               
corner of Texas State Highway                                            thereafter         rent for such                
146 and FM 646, in Bacliff,                                              during the         lease year (8)               
Galveston County, Texas, in an                                           lease term                                      
area of mixed commercial and                                                                                             
residential development.                                                                                                 

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                                                         Lease Expira-                                                   
Property Location                Purchase     Date         tion and          Minimum        Percentage         Option    
and Competition                  Price (1)   Acquired   Renewal Options  Annual Rent (2)       Rent          To Purchase 
-------------------------------  ---------   --------   ---------------  ---------------  ---------------   -------------
                                                                                                                         

BOSTON MARKET (5)                 $860,790     04/29/97  04/2012;        10.38% of Total    for each lease    at any time
(the "Indianapolis Property")     (excluding             five five-      Cost (4);          year after the    after the  
Restaurant to be constructed      development            year renewal    increases by       fifth lease       fifth lease
                                  costs)                 options         10% after the      year, (i) 4% of   year       
The Indianapolis Property is      (3)                                    fifth lease        annual gross                 
located on the west side of                                              year and after     sales minus                  
U.S. 31 South, in                                                        every five         (ii) the                     
Indianapolis, Marion County,                                             years              minimum annual               
Indiana, in an area of mixed                                             thereafter         rent for such                
retail, commercial, and                                                  during the         lease year                   
residential development.                                                 lease term                                      
Other fast-food and family-                                                                                              
style restaurants located in                                                                                             
proximity to the Indianapolis                                                                                            
Property include a McDonald's,                                                                                           
a Steak N Shake, a Wendy's,                                                                                              
and several local restaurants.                                                                                           

BOSTON MARKET                     $469,369     04/30/97  04/2012;        10.38% of Total    for each lease    at any time
(the "San Antonio #1              (excluding             five five-      Cost (4);          year after the    after the  
Property")                        development            year renewal    increases by       fifth lease       fifth lease
Restaurant to be constructed      costs)                 options         10% after the      year, (i) 4% of   year       
                                  (3)                                    fifth lease        annual gross                 
The San Antonio #1 Property is                                           year and after     sales minus                  
located at the northwest                                                 every five         (ii) the                     
corner of Tezel Road and                                                 years              minimum annual               
Camino Rosa, in San Antonio,                                             thereafter         rent for such                
Bexar County, Texas, in an                                               during the         lease year                   
area of mixed retail,                                                    lease term                                      
commercial, and residential                                                                                              
development.  Other fast-food                                                                                            
and family-style restaurants                                                                                             
located in proximity to the                                                                                              
San Antonio #1 Property                                                                                                  
include a Burger King, a Taco                                                                                            
Bell, and several local                                                                                                  
restaurants.                                                                                                             


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                                                         Lease Expira-                                                   
Property Location                Purchase     Date         tion and          Minimum        Percentage         Option    
and Competition                  Price (1)   Acquired   Renewal Options  Annual Rent (2)       Rent          To Purchase 
-------------------------------  ---------   --------   ---------------  ---------------  ---------------   -------------
                                                                                                                         

BOSTON MARKET (5)                 $970,269     05/06/97  05/2012;        10.38% of Total    for each lease    at any time
(the "Baltimore Property")        (excluding             five five-      Cost (4);          year after the    after the  
Restaurant to be constructed      development            year renewal    increases by       fifth lease       fifth lease
                                  costs)                 options         10% after the      year, (i) 4% of   year       
The Baltimore Property is         (3)                                    fifth lease        annual gross                 
located on the south side of                                             year and after     sales minus                  
Security Boulevard and the                                               every five         (ii) the                     
north side of Whitehead Court,                                           years              minimum annual               
in Baltimore, Baltimore                                                  thereafter         rent for such                
County, Maryland, in an area                                             during the         lease year                   
of mixed retail, commercial,                                             lease term                                      
and residential development.                                                                                             
Other fast-food and family-                                                                                              
style restaurants located in                                                                                             
proximity to the Baltimore                                                                                               
Property include a Wendy's, a                                                                                            
Red Lobster, a Burger King,                                                                                              
two McDonald's, an IHOP, a                                                                                               
Bennigan's, and several local                                                                                            
restaurants.                                                                                                             

BOSTON MARKET (5)                 $854,895     05/06/97  05/2012;        10.38% of Total    for each lease    at any time
(the "Gambrills Property")        (excluding             five five-      Cost (4);          year after the    after the  
Restaurant to be constructed      development            year renewal    increases by       fifth lease       fifth lease
                                  costs)                 options         10% after the      year, (i) 4% of   year       
The Gambrills Property is         (3)                                    fifth lease        annual gross                 
located on the south side of                                             year and after     sales minus                  
Maryland Route 3, south of its                                           every five         (ii) the                     
intersection with Waugh Chapel                                           years              minimum annual               
Road, in Gambrills, Anne                                                 thereafter         rent for such                
Arundel County, Maryland, in                                             during the         lease year                   
an area of mixed retail,                                                 lease term                                      
commercial, and residential                                                                                              
development.  Other fast-food                                                                                            
and family-style restaurants                                                                                             
located in proximity to the                                                                                              
Gambrills Property include a                                                                                             
Wendy's, a Taco Bell, a                                                                                                  
Popeyes, a Pizza Hut, a KFC,                                                                                             
and a McDonald's.                                                                                                        


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                                                         Lease Expira-                                                   
Property Location                Purchase     Date         tion and          Minimum        Percentage         Option    
and Competition                  Price (1)   Acquired   Renewal Options  Annual Rent (2)       Rent          To Purchase 
-------------------------------  ---------   --------   ---------------  ---------------  ---------------   -------------
                                                                                                                         

BOSTON MARKET (5)                 $909,041     05/06/97  05/2012;        10.38% of Total    for each lease    at any time
(the "Jessup Property")           (excluding             five five-      Cost (4);          year after the    after the  
Restaurant to be constructed      development            year renewal    increases by       fifth lease       fifth lease
                                  costs)                 options         10% after the      year, (i) 4% of   year       
The Jessup Property is located    (3)                                    fifth lease        annual gross                 
on the southeast quadrant of                                             year and after     sales minus                  
U.S. Route 1 and Assateague                                              every five         (ii) the                     
Drive, in Jessup, Howard                                                 years              minimum annual               
County, Maryland, in an area                                             thereafter         rent for such                
of mixed retail, commercial,                                             during the         lease year                   
and residential development.                                             lease term                                      
Other fast-food and family-                                                                                              
style restaurants located in                                                                                             
proximity to the Jessup                                                                                                  
Property include a Burger                                                                                                
King, a Subway Sandwich Shop,                                                                                            
and several local restaurants.                                                                                           

BOSTON MARKET                     $451,618     05/06/97  05/2012;        10.38% of Total    for each lease    at any time
(the "Lansing Property")          (excluding             five five-      Cost (4);          year after the    after the  
Restaurant to be constructed      development            year renewal    increases by       fifth lease       fifth lease
                                  costs)                 options         10% after the      year, (i) 5% of   year       
The Lansing Property is           (3)                                    fifth lease        annual gross                 
located on the northeast side                                            year and after     sales minus                  
of Cedar Street, north of the                                            every five         (ii) the                     
intersection of American Road                                            years              minimum annual               
and Cedar Street, in Lansing,                                            thereafter         rent for such                
Ingham County, Michigan, in an                                           during the         lease year                   
area of mixed retail,                                                    lease term                                      
commercial, and residential                                                                                              
development.  Other fast-food                                                                                            
and family-style restaurants                                                                                             
located in proximity to the                                                                                              
Lansing Property include a                                                                                               
Denny's, a KFC, a Long John                                                                                              
Silver's, a Wendy's, a Bob                                                                                               
Evans, and several local                                                                                                 
restaurants.                                                                                                             


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                                                         Lease Expira-                                                   
Property Location                Purchase     Date         tion and          Minimum        Percentage         Option    
and Competition                  Price (1)   Acquired   Renewal Options  Annual Rent (2)       Rent          To Purchase 
-------------------------------  ---------   --------   ---------------  ---------------  ---------------   -------------
                                                                                                                         
BOSTON MARKET (5)                 $629,929     05/06/97  05/2012;        10.38% of Total    for each lease    at any time
(the "Riverdale Property")        (excluding             five five-      Cost (4);          year after the    after the  
Restaurant to be constructed      development            year renewal    increases by       fifth lease       fifth lease
                                  costs)                 options         10% after the      year, (i) 4% of   year       
The Riverdale Property is         (3)                                    fifth lease        annual gross                 
located within the southeast                                             year and after     sales minus                  
corner of the intersection                                               every five         (ii) the                     
formed by Kenilworth Avenue                                              years              minimum annual               
and Patterson Road, in                                                   thereafter         rent for such                
Riverdale, Prince George's                                               during the         lease year                   
County, Maryland, in an area                                             lease term                                      
of mixed retail, commercial,                                                                                             
and residential development.                                                                                             
Other fast-food and family-                                                                                              
style restaurants located in                                                                                             
proximity to the Riverdale                                                                                               
Property include a Wendy's, a                                                                                            
McDonald's, and an IHOP.                                                                                                 

BOSTON MARKET                     $711,882     05/06/97  05/2012;        10.38% of Total    for each lease    at any time
(the "Vacaville Property")        (excluding             five five-      Cost (4);          year after the    after the  
Restaurant to be constructed      development            year renewal    increases by       fifth lease       fifth lease
                                  costs)                 options         10% after the      year, (i) 4% of   year       
The Vacaville Property is         (3)                                    fifth lease        annual gross                 
located on the southeast                                                 year and after     sales minus                  
corner of Nut Tree Parkway and                                           every five         (ii) the                     
Helen Power Drive, in                                                    years              minimum annual               
Vacaville, Solana County,                                                thereafter         rent for such                
California, in an area of                                                during the         lease year                   
mixed retail, commercial, and                                            lease term                                      
residential development.                                                                                                 
Other fast-food and family-                                                                                              
style restaurants located in                                                                                             
proximity to the Vacaville                                                                                               
Property include an Applebee's                                                                                           
and several local restaurants.                                                                                           


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                                                         Lease Expira-                                                   
Property Location                Purchase     Date         tion and          Minimum        Percentage         Option    
and Competition                  Price (1)   Acquired   Renewal Options  Annual Rent (2)       Rent          To Purchase 
-------------------------------  ---------   --------   ---------------  ---------------  ---------------   -------------
                                                                                                                         

BOSTON MARKET (5)                 $961,255     05/06/97  05/2012;        10.38% of Total    for each lease    at any time
(the "Waldorf Property")          (excluding             five five-      Cost (4);          year after the    after the  
Restaurant to be constructed      development            year renewal    increases by       fifth lease       fifth lease
                                  costs)                 options         10% after the      year, (i) 4% of   year       
The Waldorf Property is           (3)                                    fifth lease        annual gross                 
located on the northwest                                                 year and after     sales minus                  
corner of Crain Highway and                                              every five         (ii) the                     
Plaza Drive, in Waldorf,                                                 years              minimum annual               
Charles County, Maryland, in                                             thereafter         rent for such                
an area of mixed retail,                                                 during the         lease year                   
commercial, and residential                                              lease term                                      
development.  Other fast-food                                                                                            
and family-style restaurants                                                                                             
located in proximity to the                                                                                              
Waldorf Property include a                                                                                               
Shoney's, a Red Lobster, a                                                                                               
McDonald's, a Pizzeria Uno, an                                                                                           
Olive Garden, a Kenny Rogers                                                                                             
Roasters, a Taco Bell, a                                                                                                 
Burger King, a Checkers, and                                                                                             
several local restaurants.                                                                                               

EINSTEIN BROS. BAGELS (5)         $601,677     05/06/97  05/2012;        10.38% of Total    for each lease    at any time
(the "Springfield Property")      (excluding             five five-      Cost (4);          year after the    after the  
Restaurant to be constructed      development            year renewal    increases by       fifth lease       fifth lease
                                  costs)                 options         10% after the      year, (i) 4% of   year       
The Springfield Property is       (3)                                    fifth lease        annual gross                 
located at the southeast                                                 year and after     sales minus                  
quadrant of the intersection                                             every five         (ii) the                     
formed by Old Keene Mill Road                                            years              minimum annual               
and Rolling Road, in                                                     thereafter         rent for such                
Springfield, Fairfax County,                                             during the         lease year                   
Virginia, in an area of mixed                                            lease term                                      
retail, commercial, and                                                                                                  
residential development.                                                                                                 
Other fast-food and family-                                                                                              
style restaurants located in                                                                                             
proximity to the Springfield                                                                                             
Property include two                                                                                                     
McDonald's and several local                                                                                             
restaurants.                                                                                                             


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                                                         Lease Expira-                                                          
Property Location                Purchase     Date         tion and          Minimum        Percentage         Option           
and Competition                  Price (1)   Acquired   Renewal Options  Annual Rent (2)       Rent          To Purchase        
-------------------------------  ---------   --------   ---------------  ---------------  ---------------   -------------       
                                                                                                                                

GOLDEN CORRAL (13)                $561,270    05/06/97   05/2012;        10.75% of Total    for each lease   during the         
(the "Jacksonville #1             (excluding             four five-      Cost (4)           year, 5% of the  first through      
Property")                        development            year renewal                       amount by which  seventh lease      
Restaurant to be constructed      costs) (3)             options                            annual gross     years and the      
                                                                                            sales exceed     tenth through years
The Jacksonville #1 Property                                                                $2,893,405 (8)   fifteenth lease    
is located on the southwest                                                                                  only               
corner of Merrill Road and                                                                                                      
Jane Street, in Jacksonville,                                                                                                   
Duval County, Florida, in an                                                                                                    
area of mixed retail,                                                                                                           
commercial, and residential                                                                                                     
development.  Other fast-food                                                                                                   
and family-style restaurants                                                                                                    
located in proximity to the                                                                                                     
Jacksonville #1 Property                                                                                                        
include a Burger King, a                                                                                                        
Hardee's, a Ryan's Family                                                                                                       
Steak House, and several local                                                                                                  
restaurants.                                                                                                                    

GOLDEN CORRAL (13)                $558,820    05/21/97   05/2012;        10.75% of Total    for each lease   during the         
(the "Corpus Christi              (excluding             four five-      Cost (4)           year, 5% of the  first              
Property")                        closing and            year renewal                       amount by which  through            
Restaurant to be constructed      development            options                            annual gross     seventh            
                                  costs) (3)                                                sales exceed     lease years        
The Corpus Christi Property is                                                              $2,708,230 (8)   and the            
located on the southwest                                                                                     tenth              
corner of South Padre Island                                                                                 through            
Drive and Silverberry Drive,                                                                                 fifteenth          
in Corpus Christi, Nueces                                                                                    lease years        
County, Texas, in an area of                                                                                 only               
mixed retail, commercial, and                                                                                                   
residential development.                                                                                                        
Other fast-food and family-                                                                                                     
style restaurants located in                                                                                                    
proximity to the Corpus                                                                                                         
Christi Property include a                                                                                                      
Dairy Queen, a Popeyes Famous                                                                                                   
Fried Chicken, a Church's                                                                                                       
Fried Chicken, and several                                                                                                      
local restaurants.                                                                                                              


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                                                       Lease Expira-                                                 
Property Location and           Purchase      Date      tion and           Minimum                          Option   
Competition                     Price (1)   Acquired  Renewal Options  Annual Rent (2)  Percentage Rent   To Purchase
---------------------           ---------   --------  ---------------  ---------------  ---------------   -----------
                                                                                                                     

IHOP (14)                       $1,181,818  05/21/97   05/2017;        $119,659;        for each lease   during the  
(the "Leesburg Property")                              three five-     increases by     year, (i) 4% of  eleventh    
Existing restaurant                                    year renewal    10% after the    annual gross     lease year  
                                                       options         fifth lease      sales minus      and at the  
The Leesburg Property is                                               year and after   (ii) the          end of the 
located at the northwest                                               every five       minimum annual    initial    
quadrant of the intersection                                           years            rent for such    lease term  
of Highway 15 Bypass and                                               thereafter       lease year                   
Edwards Ferry Road, in                                                 during the                                    
Leesburg, Loudon County,                                               lease term                                    
Virginia, in an area of mixed                                                                                        
retail, commercial, and                                                                                              
residential development.                                                                                             
Other fast-food and family-                                                                                          
style restaurants located in                                                                                         
proximity to the Leesburg                                                                                            
Property include a Ponderosa                                                                                         
Steak House, a Burger King, a                                                                                        
Taco Bell, a McDonald's, an                                                                                          
Applebee's, a Ruby Tuesday,                                                                                          
and a Domino's Pizza.                                                                                                

POPEYES                         $199,354    05/22/97   05/2017; two    11.50% of Total  for each lease    at any time
(the "Starke Property")         (excluding             five year       Cost (4);        year, (i) 6% of   after the  
Restaurant to be constructed    development            renewal         increases by     annual gross      seventh    
                                costs)                 options         10% after the    sales minus       lease year 
The Starke Property is located  (3)                                    fifth lease      (ii) the                     
on the east side of U.S.                                               year and after   minimum annual               
Highway 301, just south of                                             every five       rent for such                
Alligator Creek, in Starke,                                            years            lease year                   
Bradford County, Florida, in                                           thereafter                                    
an area of mixed retail,                                               during the                                    
commercial, and residential                                            lease term                                    
development.  Other fast-food                                                                                        
and family-style restaurants                                                                                         
located in proximity to the                                                                                          
Starke Property include a                                                                                            
Shoney's, a Taco Bell, a                                                                                             
McDonald's, a Captain D's, a                                                                                         
KFC, a Western Steer, a                                                                                              
Checkers, a Burger King, a                                                                                           
Wendy's, and a local                                                                                                 
restaurant.                                                                                                          


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                                                      Lease Expira-                                                
Property Location and           Purchase     Date      tion and           Minimum                         Option   
Competition                     Price (1)  Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase
---------------------           ---------  --------  ---------------  ---------------  ---------------  -----------
                                                                                                                   

JACK IN THE BOX (6)             $839,981   05/30/97   05/2015;        $86,098 (7);     for each lease   at any time
(the "Fresno Property")         (3)(7)                four five-      increases by 8%  year, (i) 5% of  after the  
Restaurant to be constructed                          year renewal    after the fifth  annual gross     seventh    
                                                      options         lease year and   sales minus      lease year 
The Fresno Property is located                                        after every      (ii) the                    
within the northwest corner of                                        five years       minimum annual              
the intersection of Golden                                            thereafter       rent for such               
State Boulevard and Ashlon                                            during the       lease year (8)              
Avenue, in Fresno, Fresno                                             lease term                                   
County, California, in an area                                                                                     
of mixed retail, commercial,                                                                                       
and residential development.                                                                                       
Other fast-food and family-                                                                                        
style restaurants located in                                                                                       
proximity to the Fresno                                                                                            
Property include a Dairy Queen                                                                                     
and several local restaurants.                                                                                     

JACK IN THE BOX (6)             $955,333   06/05/97   06/2015;        $97,922 (7);     for each lease   at any time
(the "Corinth Property")        (3)(7)                four five-      increases by 8%  year, (i) 5% of  after the  
Restaurant to be constructed                          year renewal    after the fifth  annual gross     seventh    
                                                      options         lease year and   sales minus      lease year 
The Corinth Property is                                               after every      (ii) the                    
located on the northwest                                              five years       minimum annual              
corner of Interstate Highway                                          thereafter       rent for such               
35 and FM 2181, in Corinth,                                           during the       lease year (8)              
Denton County, Texas, in an                                           lease term                                   
area of mixed retail,                                                                                              
commercial, and residential                                                                                        
development.                                                                                                       


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                                                      Lease Expira-                                                  
Property Location and          Purchase      Date      tion and           Minimum                           Option   
Competition                    Price (1)   Acquired  Renewal Options  Annual Rent (2)    Percentage Rent  To Purchase
---------------------          ---------   --------  ---------------  ---------------    ---------------  -----------
                                                                                                                     

RUTH'S CHRIS STEAK HOUSE       $2,000,000  06/05/97   08/2011; two    $175,000;          for each lease   None       
(the "Tampa #2 Property")      (excluding             five-year       increases by       year, 6% of                 
Existing restaurant            closing                renewal         $25,000 after      annual gross                
                               costs)                 options         the fifth lease    sales in excess             
The Tampa #2 Property is                                              year and after     of $3,400,000,              
located at the southwest                                              every five         but less than               
corner of Union Street and                                            years              $4,000,000,                 
North West Shore Boulevard in                                         thereafter         plus 8% of                  
Tampa, Hillsborough County,                                           during the         annual gross                
Florida, in an area of mixed                                          lease term         sales in excess             
retail, commercial, and                                                                of $4,000,000                 
residential development.                                                                                             
Other fast-food and family-                                                                                          
style restaurants located in                                                                                         
proximity to the Tampa #2                                                                                            
Property include a Steak and                                                                                         
Ale and a local restaurant.                                                                                          

GOLDEN CORRAL (13)             $527,801    06/06/97   06/2012;        10.75% of Total    for each lease   during the 
(the "Jacksonville #2          (excluding             four five-      Cost (4)           year, 5% of the  first      
Property")                     closing                year renewal                       amount by which  through    
Restaurant to be constructed   and                    options                            annual gross     seventh    
                               development                                               sales exceed     lease years
The Jacksonville #2 Property   costs)                                                    $2,920,205 (8)   and the    
is located at the northwest    (3)                                                                        tenth      
quadrant of the intersection                                                                              through    
of Southside Boulevard and                                                                                fifteenth  
Touchton Road, in                                                                                         lease years
Jacksonville, Duval County,                                                                               only       
Florida, in an area of mixed                                                                                         
retail, commercial, and                                                                                              
residential development.                                                                                             
Other fast-food and family-                                                                                          
style restaurants located in                                                                                         
proximity to the Jacksonville                                                                                        
#2 Property include a Burger                                                                                         
King.                                                                                                                


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                                                       Lease Expira-                                                
Property Location and           Purchase      Date      tion and           Minimum                         Option   
Competition                     Price (1)   Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase
---------------------           ---------   --------  ---------------  ---------------  ---------------  -----------
                                                                                                                    
CHARLEY'S PLACE  (15)           $1,435,865  06/11/97   06/2017; two    $150,766;        for each lease   None       
(the "King of Prussia                                  five-year       increases by     year (i) 4.50%              
Property")                                             renewal         10% after the    of annual gross             
Existing restaurant                                    options         fifth lease      sales minus                 
                                                                       year and after   (ii) the                    
The King of Prussia Property                                           every five       minimum annual              
is located on the northwest                                            years            rent for such               
corner of the intersection of                                          thereafter       lease year                  
North Gulph Road and Goddard                                           during the                                   
Boulevard in King of Prussia,                                          lease term                                   
Upper Merion Township,                                                                                              
Montgomery County,                                                                                                  
Pennsylvania, in an area of                                                                                         
mixed retail, commercial, and                                                                                       
residential development.                                                                                            
Other fast-food and family-                                                                                         
style restaurants located in                                                                                        
proximity to the King of                                                                                            
Prussia Property include a                                                                                          
Bennigan's, a Denny's, a                                                                                            
Chili's, a Pizzeria Uno, a TGI                                                                                      
Friday's, a Houlihan's, a                                                                                           
McDonald's, a Burger King, a                                                                                        
Lone Star Steakhouse & Saloon,                                                                                      
and several local restaurants.                                                                                      

CHARLEY'S PLACE (15)            $1,549,822  06/11/97   06/2017; two    $162,731;        for each lease   None       
(the "McLean Property")                                five-year       increases by     year (i) 4.50%              
Existing restaurant                                    renewal         10% after the    of annual gross             
                                                       options         fifth lease      sales minus                 
The McLean Property is located                                         year and after   (ii) the                    
within the intersection of                                             every five       minimum annual              
Dolly Madison Boulevard and                                            years            rent for such               
Old Dominion Drive, in McLean,                                         thereafter       lease year                  
Fairfax County, Virginia, in                                           during the                                   
an area of mixed retail,                                               lease term                                   
commercial, and residential                                                                                         
development.  Other fast-food                                                                                       
and family-style restaurants                                                                                        
located in proximity to the                                                                                         
McLean Property include a Roy                                                                                       
Rogers, a McDonald's, a Pizza                                                                                       
Hut, and several local                                                                                              
restaurants                                                                                                         


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                                                       Lease Expira-                                                
Property Location and           Purchase      Date      tion and           Minimum                         Option   
Competition                     Price (1)   Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase
---------------------           ---------   --------  ---------------  ---------------  ---------------  -----------
                                                                                                                    

DARRYL'S (15)                   $1,458,656  06/11/97   06/2017; two    $153,159;        for each lease   None       
(the "Evansville Property")                            five-year       increases by     year (i) 4.50%              
Existing restaurant                                    renewal         10% after the    of annual gross             
                                                       options         fifth lease      sales minus                 
The Evansville Property is                                             year and after   (ii) the                    
located on the east side of                                            every five       minimum annual              
Green River Road, within the                                           years            rent for such               
Eastland Place shopping                                                thereafter       lease year                  
center, in Evansville,                                                 during the                                   
Vanderburg County, Indiana, in                                         lease term                                   
an area of mixed retail,                                                                                            
commercial, and residential                                                                                         
development.  Other fast-food                                                                                       
and family-style restaurants                                                                                        
located in proximity to the                                                                                         
Evansville Property include a                                                                                       
Denny's, a Chili's, a                                                                                               
Grandy's, a Chi Chi's, a                                                                                            
Fazoli's, a Lone Star                                                                                               
Steakhouse & Saloon, an Olive                                                                                       
Garden, a Morrison's                                                                                                
Cafeteria, and several local                                                                                        
restaurants.                                                                                                        

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DARRYL'S (15)                   $1,203,391  06/11/97   06/2017; two    $126,356;        for each lease   None       
(the "Hampton Property")                               five-year       increases by     year (i) 4.50%              
Existing restaurant                                    renewal         10% after the    of annual gross             
                                                       options         fifth lease      sales minus                 
The Hampton Property is                                                year and after   (ii) the                    
located on the east side of                                            every five       minimum annual              
Coliseum Drive, north of                                               years            rent for such               
Mercury Boulevard, in Hampton,                                         thereafter       lease year                  
York County, Virginia, in an                                           during the                                   
area of mixed retail,                                                  lease term                                   
commercial, and residential                                                                                         
development.  Other fast-food                                                                                       
and family-style restaurants                                                                                        
located in proximity to the                                                                                         
Hampton Property include a                                                                                          
Boston Market, a Bennigan's, a                                                                                      
Steak and Ale, a Piccadilly                                                                                         
Cafeteria, an Applebee's, a                                                                                         
Burger King, a Pizza Hut, a                                                                                         
KFC, a Chili's, a McDonald's,                                                                                       
a Golden Corral, a Chi Chi's,                                                                                       
a Waffle House, a                                                                                                   
Schlotzsky's, a Red Lobster, a                                                                                      
Rally's, an Olive Garden, a                                                                                         
Denny's, and several local                                                                                          
restaurants.                                                                                                        


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                                                       Lease Expira-                                                
Property Location and           Purchase      Date      tion and           Minimum                         Option   
Competition                     Price (1)   Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase
---------------------           ---------   --------  ---------------  ---------------  ---------------  -----------
                                                                                                                    

DARRYL'S (15)                   $1,367,490  06/11/97   06/2017; two    $143,586;        for each lease   None       
(the "Huntsville Property")                            five-year       increases by     year (i) 4.50%              
Existing restaurant                                    renewal         10% after the    of annual gross             
                                                       options         fifth lease      sales minus                 
The Huntsville Property is                                             year and after   (ii) the                    
located on the south side of                                           every five       minimum annual              
University Drive Northwest,                                            years            rent for such               
east of Route 53, in                                                   thereafter       lease year                  
Huntsville, Madison County,                                            during the                                   
Alabama, in an area of mixed                                           lease term                                   
retail, commercial, and                                                                                             
residential development.                                                                                            
Other fast-food and family-                                                                                         
style restaurants located in                                                                                        
proximity to the Huntsville                                                                                         
Property include a Quincy's, a                                                                                      
Steak and Ale, an Olive                                                                                             
Garden, a McDonald's, a                                                                                             
Wendy's, an Arby's, and                                                                                             
several local restaurants.                                                                                          

DARRYL'S (15)                   $1,231,653  06/11/97   06/2017; two    $129,324;        for each lease   None       
(the "Knoxville #2 Property")                          five-year       increases by     year (i) 4.50%              
Existing restaurant                                    renewal         10% after the    of annual gross             
                                                       options         fifth lease      sales minus                 
The Knoxville #2 Property is                                           year and after   (ii) the                    
located on the northeast side                                          every five       minimum annual              
of Merchants Center Boulevard,                                         years            rent for such               
north of Merchants Drive, in                                           thereafter       lease year                  
Knoxville, Knox County,                                                during the                                   
Tennessee, in an area of mixed                                         lease term                                   
retail, commercial, and                                                                                             
residential development.                                                                                            
Other fast-food and family-                                                                                         
style restaurants located in                                                                                        
proximity to the Knoxville #2                                                                                       
Property include a Red                                                                                              
Lobster, a Bob Evans, a                                                                                             
McDonald's, a Burger King, two                                                                                      
Waffle Houses, a Captain D's,                                                                                       
a Subway Sandwich Shop, a                                                                                           
Cracker Barrel, a Denny's, a                                                                                        
Sonic Drive-In, an Applebee's,                                                                                      
a Ryan's Family Steak House,                                                                                        
and several local restaurants.                                                                                      


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                                                       Lease Expira-                                                
Property Location and           Purchase      Date      tion and           Minimum                         Option   
Competition                     Price (1)   Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase
---------------------           ---------   --------  ---------------  ---------------  ---------------  -----------
                                                                                                                    

DARRYL'S (15)                   $1,481,448  06/11/97   06/2017; two    $155,552;        for each lease   None       
(the "Louisville Property")                            five-year       increases by     year (i) 4.50%              
Existing restaurant                                    renewal         10% after the    of annual gross             
                                                       options         fifth lease      sales minus                 
The Louisville Property is                                             year and after   (ii) the                    
located on the west side of                                            every five       minimum annual              
Bardstown Road and the                                                 years            rent for such               
southeast side of Gardiner                                             thereafter       lease year                  
Lane, in Louisville, Jefferson                                         during the                                   
County, Kentucky, in an area                                           lease term                                   
of mixed retail, commercial,                                                                                        
and residential development.                                                                                        
Other fast-food and family-                                                                                         
style restaurants located in                                                                                        
proximity to the Louisville                                                                                         
Property include a Boston                                                                                           
Market and a Steak N Shake.                                                                                         

DARRYL'S (15)                   $1,426,748  06/11/97   06/2017; two    $149,809;        for each lease   None       
(the "Mobile #1 Property")                             five-year       increases by     year (i) 4.50%              
Existing restaurant                                    renewal         10% after the    of annual gross             
                                                       options         fifth lease      sales minus                 
The Mobile #1 Property is                                              year and after   (ii) the                    
located on the south side of                                           every five       minimum annual              
South Beltline Highway, west                                           years            rent for such               
of Airport Boulevard, in                                               thereafter       lease year                  
Mobile, Mobile County,                                                 during the                                   
Alabama, in an area of mixed                                           lease term                                   
retail, commercial, and                                                                                             
residential development.                                                                                            
Other fast-food and family-                                                                                         
style restaurants located in                                                                                        
proximity to the Mobile #1                                                                                          
Property include a Denny's, a                                                                                       
Chili's, an Olive Garden, an                                                                                        
Outback Steakhouse, and                                                                                             
several local restaurants.                                                                                          


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                                                       Lease Expira-                                                   
Property Location and           Purchase      Date      tion and           Minimum                            Option   
Competition                     Price (1)   Acquired  Renewal Options  Annual Rent (2)    Percentage Rent   To Purchase
---------------------           ---------   --------  ---------------  ---------------    ---------------   -----------
                                                                                                                       

DARRYL'S (15)                   $1,230,741  06/11/97   06/2017; two      $129,228;          for each lease    None     
(the "Montgomery Property")                            five-year         increases by       year (i) 4.50%             
Existing restaurant                                    renewal           10% after the      of annual gross            
                                                       options           fifth lease        sales minus                
The Montgomery Property is                                               year and after     (ii) the                   
located on the east side of                                              every five         minimum annual             
Eastern Boulevard, north of                                              years              rent for such              
Vaughn Road, in Montgomery,                                              thereafter         lease year                 
Montgomery County, Alabama, in                                           during the                                    
an area of mixed retail,                                                 lease term                                    
commercial, and residential                                                                                            
development.  Other fast-food                                                                                          
and family-style restaurants                                                                                           
located in proximity to the                                                                                            
Montgomery Property include an                                                                                         
Olive Garden, a Kenny Rogers                                                                                           
Roasters, a Wendy's, and                                                                                               
several local restaurants.                                                                                             

DARRYL'S (15)                   $1,185,158  06/11/97   06/2017; two        $124,442;          for each lease    None   
(the "Nashville #1 Property")                          five-year           increases by       year (i) 4.50%           
Existing restaurant                                    renewal             10% after the      of annual gross          
                                                       options             fifth lease        sales minus              
The Nashville #1 Property is                                               year and after     (ii) the                 
located on the west side of                                                every five         minimum annual           
Sidco Drive, in Nashville,                                                 years              rent for such            
Davidson County, Tennessee, in                                             thereafter         lease year               
an area of mixed retail,                                                   during the                                  
commercial, and residential                                                lease term                                  
development.  Other fast-food                                                                                          
and family-style restaurants                                                                                           
located in proximity to the                                                                                            
Nashville #1 Property include                                                                                          
a Cracker Barrel, a Waffle                                                                                             
House, and several local                                                                                               
restaurants.                                                                                                           


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                                                       Lease Expira-                                                   
Property Location and           Purchase      Date      tion and           Minimum                            Option   
Competition                     Price (1)   Acquired  Renewal Options  Annual Rent (2)    Percentage Rent   To Purchase
---------------------           ---------   --------  ---------------  ---------------    ---------------   -----------
                                                                                                                       
DARRYL'S (15)                   $2,142,401  06/11/97   06/2017; two        $224,952;          for each lease    None   
(the "Orlando Property")                               five-year           increases by       year (i) 4.50%           
Existing restaurant                                    renewal             10% after the      of annual gross          
                                                       options             fifth lease        sales minus              
The Orlando Property is                                                    year and after     (ii) the                 
located at the southwest                                                   every five         minimum annual           
quadrant of the intersection                                               years              rent for such            
of International Drive and                                                 thereafter         lease year               
Jamaican Court, in Orlando,                                                during the                                  
Orange County, Florida, in an                                              lease term                                  
area of mixed retail,                                                                                                  
commercial, and residential                                                                                            
development.  Other fast-food                                                                                          
and family-style restaurants                                                                                           
located in proximity to the                                                                                            
Orlando Property include a                                                                                             
Pizzeria Uno, a Golden Corral,                                                                                         
a McDonald's, a Perkins, a                                                                                             
Denny's, and several local                                                                                             
restaurants.                                                                                                           

DARRYL'S (15)                   $1,057,526   06/11/97  06/2017; two        $111,040;          for each lease    None   
(the "Pensacola Property")                             five-year           increases by       year (i) 4.50%           
Existing restaurant                                    renewal             10% after the      of annual gross          
                                                       options             fifth lease        sales minus              
The Pensacola Property is                                                  year and after     (ii) the                 
located on the north side of                                               every five         minimum annual           
Plantation Road, west of Davis                                             years              rent for such            
Highway, in Pensacola,                                                     thereafter         lease year               
Escambia County, Florida, in                                               during the                                  
an area of mixed retail,                                                   lease term                                  
commercial, and residential                                                                                            
development.  Other fast-food                                                                                          
and family-style restaurants                                                                                           
located in proximity to the                                                                                            
Pensacola Property include a                                                                                           
Bennigan's, a Denny's, a                                                                                               
Shoney's, a Steak and Ale, a                                                                                           
Perkins, and a local                                                                                                   
restaurant.                                                                                                            


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                                                       Lease Expira-                                                   
Property Location and           Purchase      Date      tion and           Minimum                            Option   
Competition                     Price (1)   Acquired  Renewal Options  Annual Rent (2)    Percentage Rent   To Purchase
---------------------           ---------   --------  ---------------  ---------------    ---------------   -----------
                                                                                                                       

DARRYL'S (15)                   $1,276,324   06/11/97  06/2017; two        $134,014;          for each lease    None   
(the "Raleigh #1 Property")                            five-year           increases by       year (i) 4.50%           
Existing restaurant                                    renewal             10% after the      of annual gross          
                                                       options             fifth lease        sales minus              
The Raleigh #1 Property is                                                 year and after     (ii) the                 
located on the west side of                                                every five         minimum annual           
Old Wake Forest Road and the                                               years              rent for such            
north side of Ollie Street, in                                             thereafter         lease year               
Raleigh, Wake County, North                                                during the                                  
Carolina, in an area of mixed                                              lease term                                  
retail, commercial, and                                                                                                
residential development.                                                                                               
Other fast-food and family-                                                                                            
style restaurants located in                                                                                           
proximity to the Raleigh #1                                                                                            
Property include a Pizza Hut,                                                                                          
a Boston Market, a Cooker Bar                                                                                          
& Grille, a Red Lobster, a                                                                                             
Lone Star Steakhouse & Saloon,                                                                                         
a TGI Friday's, and a local                                                                                            
restaurant.                                                                                                            

DARRYL'S (15)                   $1,754,946   06/11/97  06/2017; two        $184,269;          for each lease    None   
(the "Raleigh #2 Property")                            five-year           increases by       year (i) 4.50%           
Existing restaurant                                    renewal             10% after the      of annual gross          
                                                       options             fifth lease        sales minus              
The Raleigh #2 Property is                                                 year and after     (ii) the                 
located on the north side of                                               every five         minimum annual           
Glenwood Avenue and the west                                               years              rent for such            
side of Deblyn Avenue, in                                                  thereafter         lease year               
Raleigh, Wake County, North                                                during the                                  
Carolina, in an area of mixed                                              lease term                                  
retail, commercial, and                                                                                                
residential development.                                                                                               
Other fast-food and family-                                                                                            
style restaurants located in                                                                                           
proximity to the Raleigh #2                                                                                            
Property include a Miami Subs,                                                                                         
a Boston Market, a Golden                                                                                              
Corral, a Chili's, a Taco                                                                                              
Bell, and several local                                                                                                
restaurants.                                                                                                           


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                                                       Lease Expira-                                                   
Property Location and           Purchase      Date      tion and           Minimum                            Option   
Competition                     Price (1)   Acquired  Renewal Options  Annual Rent (2)    Percentage Rent   To Purchase
---------------------           ---------   --------  ---------------  ---------------    ---------------   -----------
                                                                                                                       
DARRYL'S (15)                   $1,321,907   06/11/97  06/2017; two        $138,800;          for each lease    None   
(the "Richmond #1 Property")                           five-year           increases by       year (i) 4.50%           
Existing restaurant                                    renewal             10% after the      of annual gross          
                                                       options             fifth lease        sales minus              
The Richmond #1 Property is                                                year and after     (ii) the                 
located on the north side of                                               every five         minimum annual           
Midlothian Turnpike, east of                                               years              rent for such            
Fairwood Drive and west                                                    thereafter         lease year               
Providence Road, in Richmond,                                              during the                                  
Chesterfield County, Virginia,                                             lease term                                  
in an area of mixed retail,                                                                                            
commercial, and residential                                                                                            
development.  Other fast-food                                                                                          
and family-style restaurants                                                                                           
located in proximity to the                                                                                            
Richmond #1 Property include a                                                                                         
Fuddrucker's, a Morrison's                                                                                             
Cafeteria, a Golden Corral, a                                                                                          
Bob Evans, a Chili's, a                                                                                                
Friendly's, a Steak and Ale, a                                                                                         
Red Lobster, and several local                                                                                         
restaurants.                                                                                                           

DARRYL'S (15)                   $911,660     06/11/97  06/2017; two        $95,724;           for each lease    None   
(the "Richmond #2 Property")                           five-year           increases by       year (i) 4.50%           
Existing restaurant                                    renewal             10% after the      of annual gross          
                                                       options             fifth lease        sales minus              
The Richmond #2 Property is                                                year and after     (ii) the                 
located on the southwest                                                   every five         minimum annual           
quadrant of Starling Drive and                                             years              rent for such            
Quioccasin Road, in Richmond,                                              thereafter         lease year               
Henrico County, Virginia, in                                               during the                                  
an area of mixed retail,                                                   lease term                                  
commercial, and residential                                                                                            
development.  Other fast-food                                                                                          
and family-style restaurants                                                                                           
located in proximity to the                                                                                            
Richmond #2 Property include                                                                                           
an Arby's, a Boston Market, an                                                                                         
Applebee's, a Hardee's, a                                                                                              
McDonald's, a Subway Sandwich                                                                                          
Shop, a KFC, a Pizza Hut, and                                                                                          
several local restaurants.                                                                                             


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                                                       Lease Expira-                                                   
Property Location and           Purchase      Date      tion and           Minimum                            Option   
Competition                     Price (1)   Acquired  Renewal Options  Annual Rent (2)    Percentage Rent   To Purchase
---------------------           ---------   --------  ---------------  ---------------    ---------------   -----------
                                                                                                                       

DARRYL'S (15)                   $1,185,158   06/11/97  06/2017; two        $124,442;          for each lease    None   
(the "Winston-Salem Property")                         five-year           increases by       year (i) 4.50%           
Existing restaurant                                    renewal             10% after the      of annual gross          
                                                       options             fifth lease        sales minus              
The Winston-Salem Property is                                              year and after     (ii) the                 
located on the north side of                                               every five         minimum annual           
Brownsboro Road and the east                                               years              rent for such            
side of University Parkway, in                                             thereafter         lease year               
Winston-Salem, Forsyth County,                                             during the                                  
North Carolina, in an area of                                              lease term                                  
mixed retail, commercial, and                                                                                          
residential development.                                                                                               
Other fast-food and family-                                                                                            
style restaurants located in                                                                                           
proximity to the Winston-Salem                                                                                         
Property include a Golden                                                                                              
Corral, a Bennigan's, an IHOP,                                                                                         
and several local restaurants.                                                                                         

HOULIHAN'S (15)                 $1,367,490   06/11/97  06/2017; two        $143,586;          for each lease    None   
(the "Bethel Park Property")                           five-year           increases by       year (i) 4.50%           
Existing restaurant                                    renewal             10% after the      of annual gross          
                                                       options             fifth lease        sales minus              
The Bethel Park Property is                                                year and after     (ii) the                 
located at the northeast                                                   every five         minimum annual           
corner of the intersection of                                              years              rent for such            
Washington Road and Fort Couch                                             thereafter         lease year               
Road, in Bethel Park,                                                      during the                                  
Allegheny County,                                                          lease term                                  
Pennsylvania, in an area of                                                                                            
mixed retail, commercial, and                                                                                          
residential development.                                                                                               
Other fast-food and family-                                                                                            
style restaurants located in                                                                                           
proximity to the Bethel Park                                                                                           
Property include a TGI                                                                                                 
Friday's, an Olive Garden, a                                                                                           
Burger King, an Einstein Bros.                                                                                         
Bagels, and a Boston Market.                                                                                           


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                                                       Lease Expira-                                                   
Property Location and           Purchase      Date      tion and           Minimum                            Option   
Competition                     Price (1)   Acquired  Renewal Options  Annual Rent (2)    Percentage Rent   To Purchase
---------------------           ---------   --------  ---------------  ---------------    ---------------   -----------
                                                                                                                       

HOULIHAN'S (15)                 $1,390,282   06/11/97  06/2017; two       $145,980;          for each lease    None    
(the "Langhorne Property")                             five-year          increases by       year (i) 4.50%            
Existing restaurant                                    renewal            10% after the      of annual gross           
                                                       options            fifth lease        sales minus               
The Langhorne Property is                                                 year and after     (ii) the                  
located on the north side of                                              every five         minimum annual            
Old Lincoln Highway, in                                                   years              rent for such             
Langhorne, Middletown                                                     thereafter         lease year                
Township, Burks County,                                                   during the                                   
Pennsylvania, in an area of                                               lease term                                   
mixed retail, commercial, and                                                                                          
residential development.                                                                                               
Other fast-food and family-                                                                                            
style restaurants located in                                                                                           
proximity to the Langhorne                                                                                             
Property include a Red                                                                                                 
Lobster, an Olive Garden, a                                                                                            
Burger King, a Boston Market,                                                                                          
a Pizzeria Uno, a Taco Bell, a                                                                                         
Chi Chi's, a Macaroni Grill,                                                                                           
and several local restaurants.                                                                                         

HOULIHAN'S (15)                 $1,982,861   06/11/97  06/2017; two       $208,200;          for each lease    None    
(the "Plymouth Meeting                                 five-year          increases by       year (i) 4.50%            
Property")                                             renewal            10% after the      of annual gross           
Existing restaurant                                    options            fifth lease        sales minus               
                                                                          year and after     (ii) the                  
The Plymouth Meeting Property                                             every five         minimum annual            
is located at the northwest                                               years              rent for such             
quadrant of the intersection                                              thereafter         lease year                
of West Germantown Pike and                                               during the                                   
Hickory Road, in Plymouth                                                 lease term                                   
Meeting, Montgomery County,                                                                                            
Pennsylvania, in an area of                                                                                            
mixed retail, commercial, and                                                                                          
residential development.                                                                                               
Other fast-food and family-                                                                                            
style restaurants located in                                                                                           
proximity to the Plymouth                                                                                              
Meeting Property include a                                                                                             
Friendly's, and several local                                                                                          
restaurants.                                                                                                           


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                                                       Lease Expira-                                                
Property Location and           Purchase      Date      tion and           Minimum                         Option   
Competition                     Price (1)   Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase
---------------------           ---------   --------  ---------------  ---------------  ---------------  -----------
                                                                                                                    

GOLDEN CORRAL (13)              $355,340    06/17/97   06/2012;        10.75% of Total  for each lease   during the 
(the "Enid Property")           (excluding             four five-      Cost (4)         year, 5% of the  first      
Restaurant to be constructed    development            year renewal                     amount by which  through    
                                costs) (3)             options                          annual gross     seventh    
The Enid Property is located                                                            sales exceed     lease years
on the southeast corner of                                                              $2,034,928 (8)   and the    
West Garriott Road and West                                                                              tenth      
Brow Road, in Enid, Garfield                                                                             through    
County, Oklahoma, in an area                                                                             fifteenth  
of mixed retail, commercial,                                                                             lease years
and residential development.                                                                             only       
Other fast-food and family-                                                                                         
style restaurants located in                                                                                        
proximity to the Enid Property                                                                                      
include an Applebee's, a Red                                                                                        
Lobster, a Grandy's, and                                                                                            
several local restaurants.                                                                                          

IHOP (14)                       $1,709,091  06/18/97   06/2017;        $173,045;        for each lease   during the 
(the "Fairfax Property")                               three five-     increases by     year, (i) 4% of  eleventh   
Existing restaurant                                    year renewal    10% after the    annual gross     lease year 
                                                       options         fifth lease      sales minus      and at the 
The Fairfax Property is                                                year and after   (ii) the         end of the 
located at the southeast                                               every five       minimum annual   initial    
corner of the intersection of                                          years            rent for such    lease term 
Lee Highway and Blake Lane, in                                         thereafter       lease year                  
Fairfax, Fairfax County,                                               during the                                   
Virginia, in an area of mixed                                          lease term                                   
retail, commercial, and                                                                                             
residential development.                                                                                            
Other fast-food and family-                                                                                         
style restaurants located in                                                                                        
proximity to the Fairfax                                                                                            
Property include a McDonald's,                                                                                      
a Ruby Tuesday, a Subway                                                                                            
Sandwich Shop, and several                                                                                          
local restaurants.                                                                                                  


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                                                       Lease Expira-                                                
Property Location and           Purchase      Date      tion and           Minimum                         Option   
Competition                     Price (1)   Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase
---------------------           ---------   --------  ---------------  ---------------  ---------------  -----------
                                                                                                                    

GOLDEN CORRAL (13)              $397,339    06/19/97   06/2012;        10.75% of Total  for each lease   during the 
(the "Liberty #2 Property")     (excluding             four five-      Cost (4)         year, 5% of the  first      
Restaurant to be constructed    development            year renewal                     amount by which  through    
                                costs) (3)             options                          annual gross     seventh    
The Liberty #2 Property is                                                              sales exceed     lease years
located within the southwest                                                            $2,349,786 (8)   and the    
quadrant of North Church Road                                                                            tenth      
and State Route 152, in                                                                                  through    
Liberty, Clay County,                                                                                    fifteenth  
Missouri, in an area of mixed                                                                            lease years
retail, commercial, and                                                                                  only       
residential development.                                                                                            
Other fast-food and family-                                                                                         
style restaurants located in                                                                                        
proximity to the Liberty #2                                                                                         
Property include an                                                                                                 
Applebee's, a Cracker Barrel,                                                                                       
a McDonald's, and a local                                                                                           
restaurant.                                                                                                         

BOSTON MARKET (5)               $1,077,979  07/02/97   07/2012;        $111,894;        for each lease   at any time
(the "Stafford Property")                              five five-      increases by     year after the   after the  
Existing restaurant                                    year renewal    10% after the    fifth lease      fifth lease
                                                       options         fifth lease      year, (i) 4% of  year       
The Stafford Property is                                               year and after   annual gross                
located at the southwest                                               every five       sales minus                 
quadrant of the intersection                                           years            (ii) the                    
of Southwest Freeway and                                               thereafter       minimum annual              
Airport Boulevard, in                                                  during the       rent for such               
Stafford, Fort Bend County,                                            lease term       lease year                  
Texas, in an area of mixed                                                                                          
retail, commercial, and                                                                                             
residential development.                                                                                            
Other fast-food and family-                                                                                         
style restaurants located in                                                                                        
proximity to the Stafford                                                                                           
Property include a Captain                                                                                          
D's, a Jack in the Box, a Taco                                                                                      
Bell, a Macaroni Grill, a                                                                                           
Chuck E. Cheese, and several                                                                                        
local restaurants.                                                                                                  


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                                                       Lease Expira-                                                
Property Location and           Purchase      Date      tion and           Minimum                         Option   
Competition                     Price (1)   Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase
---------------------           ---------   --------  ---------------  ---------------  ---------------  -----------
                                                                                                                    

JACK IN THE BOX (6)             $1,008,970  07/02/97   07/2015;        $103,419 (7);    for each lease   at any time
(the "Channelview Property")    (3)(7)                 four five-      increases by 8%  year, (i) 5% of  after the  
Restaurant to be constructed                           year renewal    after the fifth  annual gross     seventh    
                                                       options         lease year and   sales minus      lease year 
The Channelview Property is                                            after every      (ii) the                    
located on the northeast                                               five years       minimum annual              
corner of Interstate Highway                                           thereafter       rent for such               
10 and Magnolia Avenue, in                                             during the       lease year (8)              
Channelview, Harris County,                                            lease term                                   
Texas, in an area of mixed                                                                                          
retail, commercial, and                                                                                             
residential development.                                                                                            

JACK IN THE BOX (6)             $936,119    07/02/97   07/2015;        $95,952 (7);     for each lease   at any time
(the "Garland Property")        (3)(7)                 four five-      increases by 8%  year, (i) 5% of  after the  
Restaurant to be constructed                           year renewal    after the fifth  annual gross     seventh    
                                                       options         lease year and   sales minus      lease year 
The Garland Property is                                                after every      (ii) the                    
located on the northeast                                               five years       minimum annual              
quadrant of the intersection                                           thereafter       rent for such               
of Interstate 30 and Roan                                              during the       lease year (8)              
Road, in Garland, Dallas                                               lease term                                   
County, Texas, in an area of                                                                                        
mixed retail, commercial, and                                                                                       
residential development.                                                                                            

KFC                             $794,700    07/02/97   05/2022;        $89,960;         None             None       
(the "Putnam Property")                                four five-      increases by                                 
Existing restaurant                                    year renewal    10% after the                                
                                                       options         fifth lease                                  
The Putnam Property is located                                         year and after                               
on the east side of the                                                every five                                   
entrance drive to the Putnam                                           years                                        
Parkade shopping center, in                                            thereafter                                   
Putnam, Windham County,                                                during the                                   
Connecticut, in an area of                                             lease term                                   
mixed retail, commercial, and                                                                                       
residential development.                                                                                            
Other fast-food and family-                                                                                         
style restaurants located in                                                                                        
proximity to the Putnam                                                                                             
Property include a McDonald's,                                                                                      
a Wendy's, a Dunkin Donuts,                                                                                         
and a Subway Sandwich Shop.                                                                                         


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                                                       Lease Expira-                                                
Property Location and           Purchase      Date      tion and           Minimum                         Option   
Competition                     Price (1)   Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase
---------------------           ---------   --------  ---------------  ---------------  ---------------  -----------
                                                                                                                    

ARBY'S (16)                     $742,536    07/15/97   07/2017; two    $74,254;         for each lease   during the 
(the "Lexington Property")                             five-year       increases by     year, (i) 4% of  seventh and
Existing restaurant                                    renewal         4.14% after the  annual gross     tenth lease
                                                       options         third lease      sales minus      years only 
The Lexington Property is                                              year and after   (ii) the                    
located on the east side of                                            every three      minimum annual              
Cotton Grove Road, north of                                            years            rent for such               
Interstate 85, in Lexington,                                           thereafter       lease year                  
Davidson County, North                                                 during the                                   
Carolina, in an area of mixed                                          lease term                                   
retail, commercial, and                                                                                             
residential development.                                                                                            
Other fast-food and family-                                                                                         
style restaurants located in                                                                                        
proximity to the Lexington                                                                                          
Property include a Burger                                                                                           
King, a Taco Bell, and a                                                                                            
Cracker Barrel.                                                                                                     

BOSTON MARKET (5)               $1,011,492  07/16/97   07/2012;        $104,993;        for each lease   at any time
(the "Newport News Property")                          five five-      increases by     year after the   after the  
Existing restaurant                                    year renewal    10% after the    fifth lease      fifth lease
                                                       options         fifth lease      year, (i) 4% of  year       
The Newport News Property is                                           year and after   annual gross                
located on the southwest                                               every five       sales minus                 
corner of the intersection of                                          years            (ii) the                    
Warwick Boulevard and Prince                                           thereafter       minimum annual              
Drew Road, in Newport News,                                            during the       rent for such               
Virginia, in an area of mixed                                          lease term       lease year                  
retail, commercial, and                                                                                             
residential development.                                                                                            
Other fast-food and family-                                                                                         
style restaurants located in                                                                                        
proximity, to the Newport News                                                                                      
Property include a Pizza Hut,                                                                                       
a McDonald's, a Hardee's, and                                                                                       
a local restaurant.                                                                                                 


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                                                       Lease Expira-                                                
Property Location and           Purchase      Date      tion and           Minimum                         Option   
Competition                     Price (1)   Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase
---------------------           ---------   --------  ---------------  ---------------  ---------------  -----------
                                                                                                                    

IHOP (14)                       $1,424,283  07/16/97   07/2017;        $144,209;        for each lease   during the 
(the "Houston #6 Property")                            three five-     increases by     year, (i) 4% of  eleventh   
Existing restaurant                                    year renewal    10% after the    annual gross     lease year 
                                                       options         fifth lease      sales minus      and at the 
The Houston #6 Property is                                             year and after   (ii) the         end of  the
located at the southwest                                               every five       minimum annual   initial    
quadrant of the intersection                                           years            rent for such    lease term 
of FM 1960 and U.S. Highway                                            thereafter       lease year                  
290, in Houston, Harris                                                during the                                   
County, Texas, in an area of                                           lease term                                   
mixed retail, commercial, and                                                                                       
residential development.                                                                                            
Other fast-food and family-                                                                                         
style restaurants located in                                                                                        
proximity to the Houston #6                                                                                         
Property include a Kettle's, a                                                                                      
Pizza Inn, a Denny's, a                                                                                             
McDonald's, and a Burger King.                                                                                      

IHOP (14)                       $1,397,047  07/16/97   07/2017;        $141,451;        for each lease   during the 
(the "Stockbridge Property")                           three five-     increases by     year, (i) 4% of  eleventh   
Existing restaurant                                    year renewal    10% after the    annual gross     lease year 
                                                       options         fifth lease      sales minus      and at the 
The Stockbridge Property is                                            year and after   (ii) the         end of the 
located on the north side of                                           every five       minimum annual   initial    
Stockbridge Road, west of                                              years            rent for such    lease term 
Interstate 675, in                                                     thereafter       lease year                  
Stockbridge, Clayton County,                                           during the                                   
Georgia, in an area of mixed                                           lease term                                   
retail, commercial, and                                                                                             
residential development.                                                                                            
Other fast-food and family-                                                                                         
style restaurants located in                                                                                        
proximity to the Stockbridge                                                                                        
Property include a Chick-Fil-                                                                                       
A, an Applebee's, a                                                                                                 
McDonald's, a Wendy's, a Long                                                                                       
John Silver's, and several                                                                                          
local restaurants.                                                                                                  

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                                                      Lease Expira-                                                
Property Location and           Purchase     Date      tion and           Minimum                         Option   
Competition                     Price (1)  Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase
---------------------           ---------  --------  ---------------  ---------------  ---------------  -----------
                                                                                                                   
JACK IN THE BOX  (6)            $963,592   07/16/97   07/2015;        $98,768 (7);     for each lease   at any time
(the "Woodland Property")       (3)(7)                four five-      increases by 8%  year, (i) 5% of  after the  
Restaurant to be constructed                          year renewal    after the fifth  annual gross     seventh    
                                                      options         lease year and   sales minus      lease year 
The Woodland Property is                                              after every      (ii) the                    
located on the southeast                                              five years       minimum annual              
corner of East Main Street and                                        thereafter       rent for such               
County Road 102, in Woodland,                                         during the       lease year (8)              
Yolo County, California, in an                                        lease term                                   
area of mixed retail,                                                                                              
commercial, and residential                                                                                        
development.  Other fast-food                                                                                      
and family-style restaurants                                                                                       
located in proximity to the                                                                                        
Woodland Property include a                                                                                        
Wendy's, a Taco Bell, a Burger                                                                                     
King, a Denny's, a McDonald's,                                                                                     
and a local restaurant.                                                                                            

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                                                      Lease Expira-                                                
Property Location and          Purchase      Date      tion and           Minimum                         Option   
Competition                    Price (1)   Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase
---------------------          ---------   --------  ---------------  ---------------  ---------------  -----------
                                                                                                                   
JACK IN THE BOX  (6)           $1,073,031  07/21/97   07/2015;        $109,986 (7);    for each lease   at any time
(the "West Sacramento          (3)(7)                 four five-      increases by 8%  year, (i) 5% of  after the  
Property")                                            year renewal    after the fifth  annual gross     seventh    
Restaurant to be constructed                          options         lease year and   sales minus      lease year 
                                                                      after every      (ii) the                    
The West Sacramento Property                                          five years       minimum annual              
is located on the southeast                                           thereafter       rent for such               
corner of Sheperd Court and                                           during the       lease year (8)              
Stillwater Road, in West                                              lease term                                   
Sacramento, Yolo County,                                                                                           
California, in an area of                                                                                          
mixed retail, commercial, and                                                                                      
residential development.                                                                                           

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                                                       Lease Expira-                                                
Property Location and           Purchase      Date      tion and           Minimum                         Option   
Competition                     Price (1)   Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase
---------------------           ---------   --------  ---------------  ---------------  ---------------  -----------
                                                                                                                    
TUMBLEWEED SOUTHWEST MESQUITE   $1,471,963  08/01/97   07/2017; two    $161,916 (18);   for each lease   at any time
  GRILL & BAR (17)              (3)(18)                five-year       increases by     year, (i) 5% of  after the  
(the "Cookeville Property")                            renewal         10% after the    annual gross     seventh    
Restaurant to be renovated                             options         fifth lease      sales minus      lease year 
                                                                       year and after   (ii) the                    
The Cookeville Property is                                             every five       minimum annual              
located on the                                                         years            rent for such               
northeast corner of the                                                thereafter       lease year                  
intersection of South                                                  during the                                   
Jefferson Avenue and Neal                                              lease term                                   
Lane, in Cookeville, Putnam                                                                                         
County, Tennessee, in an area                                                                                       
of mixed retail, commercial,                                                                                        
and residential development.                                                                                        
Other fast-food and family-                                                                                         
style restaurants located in                                                                                        
proximity to the Cookeville                                                                                         
Property include a Pizza Hut,                                                                                       
an Arby's, a Wendy's, a                                                                                             
Captain D's, a Shoney's, a                                                                                          
Burger King, a McDonald's, a                                                                                        
Long John Silver's, a                                                                                               
Ponderosa Steak House, a                                                                                            
Cracker Barrel, a Taco Bell, a                                                                                      
Schlotzsky's, a Subway                                                                                              
Sandwich Shop, a Quincy's, a                                                                                        
Ryan's Family Steak House, and                                                                                      
a local restaurant.                                                                                                 

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                                                      Lease Expira-                                                
Property Location and           Purchase     Date      tion and           Minimum                         Option   
Competition                     Price (1)  Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase
---------------------           ---------  --------  ---------------  ---------------  ---------------  -----------
                                                                                                                   

TUMBLEWEED SOUTHWEST MESQUITE   $747,664   08/01/97   07/2017; two    $100,935 (18);   for each lease   at any time
  GRILL & BAR (17)(19)          (3)(18)               five-year       increases by     year, (i) 5% of  after the  
(the "Hendersonville                                  renewal         10% after the    annual gross     seventh    
Property")                                            options         fifth lease      sales minus      lease year 
Restaurant to be renovated                                            year and after   (ii) the                    
                                                                      every five       minimum annual              
The Hendersonville Property is                                        years            rent for such               
located on the northeast                                              thereafter       lease year                  
quadrant of the intersection                                          during the                                   
of East Main Street and                                               lease term                                   
Cherokee Road North, in                                                                                            
Hendersonville, Sumner County,                                                                                     
Tennessee, in an area of mixed                                                                                     
retail, commercial, and                                                                                            
residential development.                                                                                           
Other fast-food and family-                                                                                        
style restaurants located in                                                                                       
proximity to the                                                                                                   
Hendersonville Property                                                                                            
include a Boston Market, a                                                                                         
Wendy's, a Subway Sandwich                                                                                         
Shop, a Shoney's, an                                                                                               
Applebee's, a Pizza Hut, a                                                                                         
Burger King, and a local                                                                                           
restaurant.                                                                                                        

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                                                       Lease Expira-                                                
Property Location and           Purchase      Date      tion and           Minimum                         Option   
Competition                     Price (1)   Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase
---------------------           ---------   --------  ---------------  ---------------  ---------------  -----------
                                                                                                                    

TUMBLEWEED SOUTHWEST MESQUITE   $1,448,598  08/01/97   07/2017; two    $159,346 (18);   for each lease   at any time
  GRILL & BAR (17)              (3)(18)                five-year       increases by     year, (i) 5% of  after the  
(the "Lawrence  Property")                             renewal         10% after the    annual gross     seventh    
Restaurant to be renovated                             options         fifth lease      sales minus      lease year 
                                                                       year and after   (ii) the                    
The Lawrence Property is                                               every five       minimum annual              
located on the                                                         years            rent for such               
east side of Iowa Street                                               thereafter       lease year                  
between West 24th Street and                                           during the                                   
West 25th Street, in Lawrence,                                         lease term                                   
Douglas County, Kansas, in an                                                                                       
area of mixed retail,                                                                                               
commercial, and residential                                                                                         
development.  Other fast-food                                                                                       
and family-style restaurants                                                                                        
located in proximity to the                                                                                         
Lawrence Property include an                                                                                        
Applebee's, a Chili's, and                                                                                          
several local restaurants.                                                                                          

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                                                       Lease Expira-                                                
Property Location and           Purchase      Date      tion and           Minimum                         Option   
Competition                     Price (1)   Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase
---------------------           ---------   --------  ---------------  ---------------  ---------------  -----------
                                                                                                                    

TUMBLEWEED SOUTHWEST MESQUITE   $1,308,411  08/01/97   07/2017; two    $143,925 (18);   for each lease   at any time
  GRILL & BAR (17)              (3)(18)                five-year       increases by     year, (i) 5% of  after the  
(the "Nashville #2 Property")                          renewal         10% after the    annual gross     seventh    
Restaurant to be renovated                             options         fifth lease      sales minus      lease year 
                                                                       year and after   (ii) the                    
The Nashville #2 Property is                                           every five       minimum annual              
located on the west side of                                            years            rent for such               
Nolensville Road, in                                                   thereafter       lease year                  
Nashville, Davidson County,                                            during the                                   
Tennessee, in an area of mixed                                         lease term                                   
retail, commercial, and                                                                                             
residential development.                                                                                            
Other fast-food and family-                                                                                         
style restaurants located in                                                                                        
proximity to the Nashville #2                                                                                       
Property include a McDonald's,                                                                                      
a Papa John's Pizza, a Pizza                                                                                        
Hut, and several local                                                                                              
restaurants.                                                                                                        

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                                                     Lease Expira-                                                
Property Location and          Purchase     Date      tion and           Minimum                         Option   
Competition                    Price (1)  Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase
---------------------          ---------  --------  ---------------  ---------------  ---------------  -----------
                                                                                                                  
ARBY'S (16)                    $727,273   08/04/97   08/2017; two    $72,727;         for each lease   at any time
(the "Greensboro Property")                          five-year       increases by     year, (i) 4% of  after the  
Existing restaurant                                  renewal         4.14% after the  annual gross     seventh    
                                                     options         third lease      sales minus      lease year 
The Greensboro Property is                                           year and after   (ii) the                    
located on the northeast                                             every three      minimum annual              
corner of the intersection of                                        years            rent for such               
South Regional Boulevard and                                         thereafter       lease year                  
Boeing Drive, in Greensboro,                                         during the                                   
Guilford County, North                                               lease term                                   
Carolina, in an area of mixed                                                                                     
retail, commercial, and                                                                                           
residential development.                                                                                          
Other fast-food and family-                                                                                       
style restaurants located in                                                                                      
proximity to the Greensboro                                                                                       
Property include a Wendy's, a                                                                                     
Hardee's, a McDonald's, a                                                                                         
Shoney's, a Subway Sandwich                                                                                       
Shop, and a local restaurant.                                                                                     

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                                                      Lease Expira-                                                
Property Location and           Purchase     Date      tion and           Minimum                         Option   
Competition                     Price (1)  Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase
---------------------           ---------  --------  ---------------  ---------------  ---------------  -----------
                                                                                                                   

ARBY'S (16)                     $727,273   08/04/97   08/2017; two    $72,727;         for each lease   at any time
(the "Greenville Property")                           five-year       increases by     year, (i) 4% of  after the  
Existing restaurant                                   renewal         4.14% after the  annual gross     seventh    
                                                      options         third lease      sales minus      lease year 
The Greenville Property is                                            year and after   (ii) the                    
located on the north side of                                          every three      minimum annual              
Greenville Boulevard, south of                                        years            rent for such               
the Wal-Mart Super Center, in                                         thereafter       lease year                  
Greenville, Pitt County, North                                        during the                                   
Carolina, in an area of mixed                                         lease term                                   
retail, commercial, and                                                                                            
residential development.                                                                                           
Other fast-food and family-                                                                                        
style restaurants located in                                                                                       
proximity to the Greenville                                                                                        
Property include a Perkins, a                                                                                      
McDonald's, an Applebee's, and                                                                                     
a Boston Market.                                                                                                   

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                                                      Lease Expira-                                                
Property Location and           Purchase     Date      tion and           Minimum                         Option   
Competition                     Price (1)  Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase
---------------------           ---------  --------  ---------------  ---------------  ---------------  -----------
                                                                                                                   

ARBY'S (16)                     $727,273   08/04/97   08/2017; two    $72,727;         for each lease   at any time
(the "Jonesville Property")                           five-year       increases by     year, (i) 4% of  after the  
Existing restaurant                                   renewal         4.14% after the  annual gross     seventh    
                                                      options         third lease      sales minus      lease year 
The Jonesville Property is                                            year and after   (ii) the                    
located on the south side of                                          every three      minimum annual              
State Highway 67, east of                                             years            rent for such               
Interstate 77, in Jonesville,                                         thereafter       lease year                  
Yadkin County, North Carolina,                                        during the                                   
in an area of mixed retail,                                           lease term                                   
commercial, and residential                                                                                        
development.  Other fast-food                                                                                      
and family-style restaurants                                                                                       
located in proximity to the                                                                                        
Jonesville Property include a                                                                                      
Cracker Barrel, a McDonald's,                                                                                      
a Wendy's, a Shoney's, and                                                                                         
several local restaurants.                                                                                         

ARBY'S (16)                     $650,000   08/04/97   08/2017; two    $65,000;         for each lease   at any time
(the "Kernersville Property")                         five-year       increases by     year, (i) 4% of  after the  
Existing restaurant                                   renewal         4.14% after the  annual gross     seventh    
                                                      options         third lease      sales minus      lease year 
The Kernersville Property is                                          year and after   (ii) the                    
located on the south side of                                          every three      minimum annual              
South Main Street, west of                                            years            rent for such               
Interstate 40, in                                                     thereafter       lease year                  
Kernersville, Forsyth County,                                         during the                                   
North Carolina, in an area of                                         lease term                                   
mixed retail, commercial, and                                                                                      
residential development.                                                                                           
Other fast-food and family-                                                                                        
style restaurants located in                                                                                       
proximity to the Kernersville                                                                                      
Property include a Taco Bell,                                                                                      
and several local restaurants.                                                                                     

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                                                       Lease Expira-                                                
Property Location and           Purchase      Date      tion and           Minimum                         Option   
Competition                     Price (1)   Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase
---------------------           ---------   --------  ---------------  ---------------  ---------------  -----------
                                                                                                                    

ARBY'S (16)                     $713,636    08/04/97   08/2017; two    $71,364;         for each lease   at any time
(the "Kinston Property")                               five-year       increases by     year, (i) 4% of  after the  
Existing restaurant                                    renewal         4.14% after the  annual gross     seventh    
                                                       options         third lease      sales minus      lease year 
The Kinston Property is                                                year and after   (ii) the                    
located on the north side of                                           every three      minimum annual              
West New Bern Road, west of US                                         years            rent for such               
Highway 258, in Kinston,                                               thereafter       lease year                  
Lenoir County, North Carolina,                                         during the                                   
in an area of mixed retail,                                            lease term                                   
commercial, and residential                                                                                         
development.  Other fast-food                                                                                       
and family-style restaurants                                                                                        
located in proximity to the                                                                                         
Kinston Property include a                                                                                          
Subway Sandwich Shop, a                                                                                             
Hardee's, a Golden Corral, and                                                                                      
several local restaurants.                                                                                          

TUMBLEWEED SOUTHWEST MESQUITE   $1,425,234  08/05/97   08/2017; two    $156,776 (18);   for each lease   at any time
  GRILL & BAR (17)              (3)(18)                five-year       increases by     year, (i) 5% of  after the  
(the "Murfreesboro Property")                          renewal         10% after the    annual gross     seventh    
Restaurant to be renovated                             options         fifth lease      sales minus      lease year 
                                                                       year and after   (ii) the                    
The Murfreesboro Property is                                           every five       minimum annual              
located on the southeast                                               years            rent for such               
corner of the intersection of                                          thereafter       lease year                  
Northwest Broad Street and                                             during the                                   
South Front Street, in                                                 lease term                                   
Murfreesboro, Rutherford                                                                                            
County, Tennessee, in an area                                                                                       
of mixed retail, commercial,                                                                                        
and residential development.                                                                                        
Other fast-food and family-                                                                                         
style restaurants located in                                                                                        
proximity to the Murfreesboro                                                                                       
Property include a Shoney's, a                                                                                      
Captain D's, a Burger King, a                                                                                       
KFC, a McDonald's, a Subway                                                                                         
Sandwich Shop, and a local                                                                                          
restaurant.                                                                                                         

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                                                      Lease Expira-                                                
Property Location and           Purchase     Date      tion and           Minimum                         Option   
Competition                     Price (1)  Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase
---------------------           ---------  --------  ---------------  ---------------  ---------------  -----------
                                                                                                                   

BOSTON MARKET (5)               $904,691   08/19/97   08/2012;        $93,907;         for each lease   at any time
(the "Edgewater Property")                            five five-      increases by     year after the   after the  
Existing restaurant                                   year renewal    10% after the    fifth lease      fifth lease
                                                      options         fifth lease      year,  (i) 4%    year       
The Edgewater Property is                                             year and after   of annual gross             
located within the Market                                             every five       sales minus                 
Place Shopping Center on the                                          years            (ii) the                    
west side of Sheridan                                                 thereafter       minimum annual              
Boulevard, in Edgewater,                                              during the       rent for such               
Jefferson County, Colorado, in                                        lease term       lease year                  
an area of mixed retail,                                                                                           
commercial, and residential                                                                                        
development.  Other fast-food                                                                                      
and family-style restaurants                                                                                       
located in proximity to the                                                                                        
Edgewater Property include a                                                                                       
Taco Bell, a Fazoli's, an A&W,                                                                                     
a McDonald's, and several                                                                                          
local restaurants.                                                                                                 


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                                                       Lease Expira-                                                    
Property Location and           Purchase      Date      tion and           Minimum                            Option    
Competition                     Price (1)   Acquired  Renewal Options  Annual Rent (2)    Percentage Rent   To Purchase 
---------------------           ---------   --------  ---------------  ---------------    ---------------   ----------- 
                                                                                                                        
GOLDEN CORRAL (13)              $168,813    08/19/97   08/2012;        10.75% of Total    for each lease    during the  
(the "Duncan Property")         (excluding             four five-      Cost (4)           year, 5% of the   first       
Restaurant to be constructed    development            year renewal                       amount by which   through     
                                costs) (3)             options                            annual gross      seventh     
The Duncan Property is located                                                             sales exceed      lease years
on the west side of U.S.                                                               $1,956,403 (8)    and the        
Highway 81, south of State                                                                                  tenth       
Road 7, in Duncan, Stephens                                                                                 through     
County, Oklahoma, in an area                                                                                fifteenth   
of mixed retail, commercial,                                                                                lease years 
and residential development.                                                                                only        
Other fast-food and family-                                                                                             
style restaurants located in                                                                                            
proximity to the Duncan                                                                                                 
Property include a McDonald's,                                                                                          
an Arby's, a Pizza Hut, and                                                                                             
several local restaurants.                                                                                              


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                                                       Lease Expira-                                                     
Property Location and           Purchase      Date      tion and           Minimum                            Option     
Competition                     Price (1)   Acquired  Renewal Options  Annual Rent (2)    Percentage Rent   To Purchase  
---------------------           ---------   --------  ---------------  ---------------    ---------------   -----------  
                                                                                                                         

GOLDEN CORRAL (13)              $570,497    08/19/97   08/2012;        10.75% of Total    for each lease    during the   
(the "Fort Walton Beach         (excluding             four five-      Cost (4)           year, 5% of the   first        
Property")                      closing and            year renewal                       amount by which   through      
Restaurant to be constructed    development            options                            annual gross      seventh      
                                costs) (3)                                                  sales exceed      lease years
The Fort Walton Beach Property                                                         $2,764,503 (8)    and the         
is located on the southeast                                                                                 tenth        
corner of Mary Esther                                                                                       through      
Boulevard south of Beal                                                                                     fifteenth    
Parkway, in Fort Walton Beach,                                                                              lease years  
Okaloosa  County, Florida, in                                                                               only         
an area of mixed retail,                                                                                                 
commercial, and residential                                                                                              
development.  Other fast-food                                                                                            
and family-style restaurants                                                                                             
located in proximity to the                                                                                              
Fort Walton Beach Property                                                                                               
include an Applebee's, a                                                                                                 
Burger King, a Chili's, a                                                                                                
Blimpie's, a Fazoli's, a                                                                                                 
Krystal Burger, a McDonald's,                                                                                            
a Hardee's, a Wendy's, and a                                                                                             
Sonic Drive-in.                                                                                                          


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                                                       Lease Expira-                                                
Property Location and           Purchase      Date      tion and           Minimum                         Option   
Competition                     Price (1)   Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase
---------------------           ---------   --------  ---------------  ---------------  ---------------  -----------
                                                                                                                    
RUBY TUESDAY'S                  $1,123,720  08/19/97   08/2017; two    $123,609 (7);    for each lease   at any time
(the "London Property")         (3)(7)                 five-year       increases by     year, (i) 6% of  after the  
Restaurant to be renovated                             renewal         10% after the    annual gross     seventh    
                                                       options         fifth lease      sales minus      lease year 
The London Property is located                                         year and after   (ii) the                    
on the east side of Interstate                                         every five       minimum annual              
75, on the south side of                                               years            rent for such               
Highway 192 and Park South                                             thereafter       lease year                  
Road, in London, Laurel                                                during the                                   
County, Kentucky, in an area                                           lease term                                   
of mixed retail, commercial,                                                                                        
and residential development.                                                                                        
Other fast-food and family-                                                                                         
style restaurants located in                                                                                        
proximity to the London                                                                                             
Property include an Arby's, a                                                                                       
Hardee's, a Fazoli's, a                                                                                             
Frisch's Big Boy, a Krystal                                                                                         
Burger, a Burger King, a                                                                                            
Ponderosa Steak House, a Taco                                                                                       
Bell, a Captain D's, and                                                                                            
several local restaurants.                                                                                          


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                                                      Lease Expira-                                                
Property Location and          Purchase      Date      tion and           Minimum                         Option   
Competition                    Price (1)   Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase
---------------------          ---------   --------  ---------------  ---------------  ---------------  -----------
                                                                                                                   

IHOP (14)                      $1,540,356  08/20/97   08/2017;        $155,961;        for each lease   during the 
(the "Elk Grove Property")     (excluding             three five-     increases by     year,  (i) 4%    eleventh   
Existing restaurant            closing                year renewal    10% after the    of annual gross  lease year 
                               costs)                 options         fifth lease      sales minus      and at the 
The Elk Grove Property is                                             year and after   (ii) the         end of the 
located on the south side of                                          every five       minimum annual   initial    
East Stockton Boulevard, just                                         years            rent for such    lease term 
north of Bond Boulevard and                                           thereafter       lease year                  
east of Route 99, in Elk                                              during the                                   
Grove, Sacramento County,                                             lease term                                   
California, in an area of                                                                                          
mixed retail, commercial, and                                                                                      
residential development.                                                                                           
Other fast-food and family-                                                                                        
style restaurants located in                                                                                       
proximity to the Elk Grove                                                                                         
Property include a Taco Bell,                                                                                      
an Applebee's, a McDonald's,                                                                                       
and several local restaurants.                                                                                     


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                                                      Lease Expira-                                                
Property Location and          Purchase      Date      tion and           Minimum                         Option   
Competition                    Price (1)   Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase
---------------------          ---------   --------  ---------------  ---------------  ---------------  -----------
                                                                                                                   
IHOP (14)                      $1,196,060   08/20/97  08/2017;        $121,101;        for each lease   during the 
(the "Lake Jackson Property")  (excluding             three  five-    increases by     year, (i) 4% of  eleventh   
Existing restaurant            closing                year renewal    10% after the    annual gross     lease year 
                               costs)                 options         fifth lease      sales minus      and at the 
The Lake Jackson Property is                                          year and after   (ii) the         end of the 
located on the west side of                                           every five       minimum annual   initial    
State Highway 332, in Lake                                            years            rent for such    lease term 
Jackson, Brazoria County,                                             thereafter       lease year                  
Texas, in an area of mixed                                            during the                                   
retail, commercial, and                                               lease term                                   
residential development.                                                                                           
Other fast-food and family-                                                                                        
style restaurants located in                                                                                       
proximity to the Lake Jackson                                                                                      
Property include a Boston                                                                                          
Market, a Ryan's Family Steak                                                                                      
House, a Pizza Hut, a Burger                                                                                       
King, a Red Lobster, a                                                                                             
Whataburger, a McDonald's, a                                                                                       
Taco Bell, a Chick-Fil-A, and                                                                                      
several local restaurants.                                                                                         


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                                                       Lease Expira-                                                
Property Location and           Purchase      Date      tion and           Minimum                         Option   
Competition                     Price (1)   Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase
---------------------           ---------   --------  ---------------  ---------------  ---------------  -----------
                                                                                                                    

IHOP (14)                       $1,376,767  08/20/97   08/2017;        $139,398;        for each lease   during the 
(the "Loveland Property")       (excluding             three five-     increases by     year,  (i) 4%    eleventh   
Existing restaurant             closing                year renewal    10% after the    of annual gross  lease year 
                                costs)                 options         fifth lease      sales minus      and at the 
The Loveland Property is                                               year and after   (ii) the         end of the 
located on the south side of                                           every five       minimum annual   initial    
Stone Creek Circle, with                                               years            rent for such    lease term 
visibility from Highway 34 and                                         thereafter       lease year                  
Interstate 25, in Loveland,                                            during the                                   
Larimer County, Colorado, in                                           lease term                                   
an area of mixed retail,                                                                                            
commercial, and residential                                                                                         
development.  Other fast-food                                                                                       
and family-style restaurants                                                                                        
located in proximity to the                                                                                         
Loveland Property include a                                                                                         
Lone Star Steak House &                                                                                             
Saloon.                                                                                                             

IHOP (14)                       $1,073,262  08/20/97   08/2017;        $108,668;        for each lease   during the 
(the "Victoria Property")       (excluding             three  five-    increases by     year, (i) 4% of  eleventh   
Existing restaurant             closing                year renewal    10% after the    annual gross     lease year 
                                costs)                 options         fifth lease      sales minus      and at the 
The Victoria Property is                                               year and after   (ii) the         end of the 
located on the north side of                                           every five       minimum annual   initial    
Lentz Parkway west of U.S.                                             years            rent for such    lease term 
Highway 77, in Victoria,                                               thereafter       lease year                  
Victoria County, Texas, in an                                          during the                                   
area of mixed retail,                                                  lease term                                   
commercial, and residential                                                                                         
development.  Other fast-food                                                                                       
and family-style restaurants                                                                                        
located in proximity to the                                                                                         
Victoria Property include a                                                                                         
Denny's, a Red Lobster, a Taco                                                                                      
Bell, a McDonald's, a Ryan's                                                                                        
Family Steak House, a Sonic                                                                                         
Drive-in, and several local                                                                                         
restaurants.                                                                                                        


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                                                       Lease Expira-                                                
Property Location and           Purchase      Date      tion and           Minimum                         Option   
Competition                     Price (1)   Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase
---------------------           ---------   --------  ---------------  ---------------  ---------------  -----------
                                                                                                                    

SHONEY'S (9)                    $799,047    08/20/97   08/2017; two    11% of Total     for each lease   at any time
(the "Las Vegas Property")      (excluding             five-year       Cost (4);        year,  (i) 6%    after the  
Restaurant to be constructed    development            renewal         increases by     of annual gross  seventh    
                                costs) (3)             options         10% after the    sales minus      lease year 
The Las Vegas Property is                                              fifth lease      (ii) the                    
located on the west side of                                            year and after   minimum annual              
Rock Springs Drive, north of                                           every five       rent for such               
Lake Mead Drive, in Las Vegas,                                         years            lease year                  
Clark County, Nevada, in an                                            thereafter                                   
area of mixed retail,                                                  during the                                   
commercial, and residential                                            lease term                                   
development.  Other fast-food                                                                                       
and family-style restaurants                                                                                        
located in proximity to the                                                                                         
Las Vegas Property include a                                                                                        
Boston Market, a Wendy's, an                                                                                        
Arby's, a Chili's, a Macaroni                                                                                       
Grill, a Tony Roma's, a                                                                                             
McDonald's, and an In and Out                                                                                       
Burgers.                                                                                                            


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                                                       Lease Expira-                                                
Property Location and           Purchase      Date      tion and           Minimum                         Option   
Competition                     Price (1)   Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase
---------------------           ---------   --------  ---------------  ---------------  ---------------  -----------
                                                                                                                    
BOSTON MARKET (5)               $1,062,327  09/05/97   09/2012;        $110,270;        for each lease   at any time
(the "Hoover Property")                                five  five-     increases by     year after the   after the  
Existing restaurant                                    year renewal    10% after the    fifth lease      fifth lease
                                                       options         fifth lease      year, (i) 4% of  year       
The Hoover Property is located                                         year and after   annual gross                
on the southeast quadrant of                                           every five       sales minus                 
U.S. Highway 31 and Lorna                                              years            (ii) the                    
Road, in Hoover, Jefferson                                             thereafter       minimum annual              
County, Alabama, in an area of                                         during the       rent for such               
mixed retail, commercial, and                                          lease term       lease year                  
residential development.                                                                                            
Other fast-food and family-                                                                                         
style restaurants located in                                                                                        
proximity to the Hoover                                                                                             
Property include a Taco Bell,                                                                                       
a McDonald's, a Wendy's, and a                                                                                      
Pizza Hut.                                                                                                          


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                                                       Lease Expira-                                                
Property Location and           Purchase      Date      tion and           Minimum                         Option   
Competition                     Price (1)   Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase
---------------------           ---------   --------  ---------------  ---------------  ---------------  -----------
                                                                                                                    

T.G.I. FRIDAY'S                 $872,422    09/05/97   09/2017;        10.75% of Total  for each lease   at any time
(the "Superstition Springs      (excluding             four five-      Cost (4);        year, (i) 6% of  after the  
Property")                      development            year renewal    increases by     annual gross     seventh    
Restaurant to be constructed    costs) (3)             options         10% after the    sales minus      lease year 
                                                                       fifth lease      (ii) the                    
The Superstition Springs                                               year and after   minimum annual              
Property is located on the                                             every five       rent for such               
northwest corner of the                                                years            lease year                  
intersection of Superstition                                           thereafter                                   
Springs Boulevard and South                                            during the                                   
Power Road, in Superstition                                            lease term                                   
Springs, Maricopa County,                                                                                           
Arizona, in an area of mixed                                                                                        
retail, commercial, and                                                                                             
residential development.                                                                                            
Other fast-food and family-                                                                                         
style restaurants located in                                                                                        
proximity to the Superstition                                                                                       
Springs Property include a                                                                                          
Burger King, an Outback                                                                                             
Steakhouse, a Jack in the Box,                                                                                      
a Denny's, a McDonald's, a                                                                                          
Wendy's, a Chili's, and                                                                                             
several local restaurants.                                                                                          

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                                                      Lease Expira-                                                   
Property Location and          Purchase      Date      tion and           Minimum                            Option   
Competition                    Price (1)   Acquired  Renewal Options  Annual Rent (2)    Percentage Rent   To Purchase
---------------------          ---------   --------  ---------------  ---------------    ---------------   -----------
                                                                                                                      

GOLDEN CORRAL (13)             $417,329    09/17/97   03/2013;        10.75% of Total    for each lease    during the 
(the "Mobile #2 Property")     (excluding             four five-      Cost (4)           year, 5% of the   first      
Restaurant to be constructed   development            year renewal                       amount by which   through    
                               costs) (3)             options                            annual gross      seventh    
The Mobile #2 Property is                                                                sales exceed      lease years
located on the southeast side                                                         $2,502,407 (8)    and the       
of Halls Mill Road, south of                                                                               tenth      
Range Line Road, in Mobile,                                                                                through    
Mobile County, Alabama, in an                                                                              fifteenth  
area of mixed retail,                                                                                      lease years
commercial, and residential                                                                                only       
development.  Other fast-food                                                                                         
and family-style restaurants                                                                                          
located in proximity to the                                                                                           
Mobile #2 Property include a                                                                                          
KFC, a McDonald's, an Arby's,                                                                                         
a Popeyes, a Checkers, a                                                                                              
Waffle House, a Quincy's                                                                                              
Family Steak House, a                                                                                                 
Shoney's, a Pizza Inn, a Taco                                                                                         
Bell, a Burger King, a Pizza                                                                                          
Hut, a Godfather's Pizza, and                                                                                         
several local restaurants.                                                                                            


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                                                       Lease Expira-                                                
Property Location and           Purchase      Date      tion and           Minimum                         Option   
Competition                     Price (1)   Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase
---------------------           ---------   --------  ---------------  ---------------  ---------------  -----------
                                                                                                                    

GOLDEN CORRAL (13)              $319,140    09/17/97   03/2013;        10.75% of Total  for each lease   during the 
(the "Palatka Property")        (excluding             four five-      Cost (4)         year, 5% of the  first      
Restaurant to be constructed    development            year renewal                     amount by which  through    
                                costs) (3)             options                          annual gross     seventh    
The Palatka Property is                                                                 sales exceed     lease years
located on the southeast side                                                           $2,191,973 (8)   and the    
of Highway 19, south of U.S.                                                                             tenth      
17, in Palatka, Putnam County,                                                                           through    
Florida, in an area of mixed                                                                             fifteenth  
retail, commercial, and                                                                                  lease years
residential development.                                                                                 only       
Other fast-food and family-                                                                                         
style restaurants located in                                                                                        
proximity to the Palatka                                                                                            
Property include an In and Out                                                                                      
Burgers, a Pizza Hut, and                                                                                           
several local restaurants.                                                                                          

BLACK-EYED PEA (20)             $1,600,000  09/30/97   09/2017; two    $168,000;        for each lease   during the 
(the "Mesa Property")                                  five-year       increases  by    year, 6% of the  eighth,    
Existing restaurant                                    renewal         11% after the    amount by which  tenth, and 
                                                       options         fifth lease      annual gross     twelfth    
The Mesa Property is located                                           year and after   sales exceed     lease years
on the northeast corner of the                                         every five       $2,200,000       only       
intersection of South Alma                                             years                                        
School Road and West Holmes                                            thereafter                                   
Road, in Mesa, Maricopa                                                during the                                   
County, Arizona, in an area of                                         lease term                                   
mixed retail, commercial, and                                                                                       
residential development.                                                                                            
Other fast-food and family-                                                                                         
style restaurants located in                                                                                        
proximity to the Mesa Property                                                                                      
include a Chevy's, a                                                                                                
McDonald's, a Denny's, an                                                                                           
Applebee's, an American Grill,                                                                                      
an Olive Garden, a Bennigan's,                                                                                      
a Red Lobster, and several                                                                                          
local restaurants.                                                                                                  


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                                                      Lease Expira-                                                
Property Location and           Purchase     Date      tion and           Minimum                         Option   
Competition                     Price (1)  Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase
---------------------           ---------  --------  ---------------  ---------------  ---------------  -----------
                                                                                                                   

BLACK-EYED PEA (10)(20)         $641,254   09/30/97   11/2006         $109,225         None             at any time
(the "Phoenix #1 Property")                                                                             after the  
Existing restaurant                                                                                     fifth lease
                                                                                                        year       
The Phoenix #1 Property is                                                                                         
located on the southeast                                                                                           
quadrant of Peoria Avenue and                                                                                      
35th Avenue, in Phoenix,                                                                                           
Maricopa County, Arizona, in                                                                                       
an area of mixed retail,                                                                                           
commercial, and residential                                                                                        
development.  Other fast-food                                                                                      
and family-style restaurants                                                                                       
located in proximity to the                                                                                        
Phoenix #1 Property include a                                                                                      
McDonald's, a Jack in the Box,                                                                                     
a Taco Bell, a Wendy's, a                                                                                          
Sizzler, a Whataburger, a                                                                                          
Bennigan's, and several local                                                                                      
restaurants.                                                                                                       


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                                                      Lease Expira-                                                
Property Location and           Purchase     Date      tion and           Minimum                         Option   
Competition                     Price (1)  Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase
---------------------           ---------  --------  ---------------  ---------------  ---------------  -----------
                                                                                                                   
BLACK-EYED PEA (10)(20)         $641,371   09/30/97   06/2008         $100,195;        None             at any time
(the "Phoenix #2 Property")                                           increases  to                     after the  
Existing restaurant                                                   $100,583 after                    fifth lease
                                                                      the tenth lease                   year       
The Phoenix #2 Property is                                            year                                         
located on the southeast                                                                                           
quadrant of North 75th  Avenue                                                                                     
and Thomas Road, in Phoenix,                                                                                       
Maricopa County, Arizona, in                                                                                       
an area of mixed retail,                                                                                           
commercial, and residential                                                                                        
development.  Other fast-food                                                                                      
and family-style restaurants                                                                                       
located in proximity to the                                                                                        
Phoenix #2 Property include a                                                                                      
Wendy's, a Fazoli's, a                                                                                             
McDonald's, an Olive Garden, a                                                                                     
Denny's, a Whataburger, a Taco                                                                                     
Bell, and several local                                                                                            
restaurants.                                                                                                       


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                                                     Lease Expira-                                                
Property Location and          Purchase     Date      tion and           Minimum                         Option   
Competition                    Price (1)  Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase
---------------------          ---------  --------  ---------------  ---------------  ---------------  -----------
                                                                                                                  

BLACK-EYED PEA (10)(20)        $645,471   09/30/97   08/2009         $95,149;         None             at any time
(the "Phoenix #3 Property")                                          increases to                      after the  
Existing restaurant                                                  $96,112 after                     fifth lease
                                                                     the tenth lease                   year       
The Phoenix #3 Property is                                           year                                         
located on the southeast                                                                                          
quadrant of Cactus Road  and                                                                                      
48th Street, in Phoenix,                                                                                          
Maricopa County, Arizona, in                                                                                      
an area of mixed retail,                                                                                          
commercial, and residential                                                                                       
development.  Other fast-food                                                                                     
and family-style restaurants                                                                                      
located in proximity to the                                                                                       
Phoenix #3 Property include a                                                                                     
Red Lobster, an Olive Garden,                                                                                     
a Don Pablo's, an Outback                                                                                         
Steakhouse, a Denny's, an                                                                                         
IHOP, a McDonald's, and                                                                                           
several local restaurants.                                                                                        


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                                                      Lease Expira-                                                
Property Location and           Purchase     Date      tion and           Minimum                         Option   
Competition                     Price (1)  Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase
---------------------           ---------  --------  ---------------  ---------------  ---------------  -----------
                                                                                                                   
BLACK-EYED PEA (10)(20)         $641,871   09/30/97   08/2010         $91,251;         None             at any time
(the "Tucson Property")                                               increases to                      after the  
Existing restaurant                                                   $92,576 after                     fifth lease
                                                                      the tenth lease                   year       
The Tucson Property is located                                        year                                         
on the southwest quadrant of                                                                                       
West River Road and Stone                                                                                          
Road, in Tucson, Pima County,                                                                                      
Arizona, in an area of mixed                                                                                       
retail, commercial, and                                                                                            
residential development.                                                                                           
Other fast-food and family-                                                                                        
style restaurants located in                                                                                       
proximity to the Tucson                                                                                            
Property include a Chili's, an                                                                                     
On The Border, and several                                                                                         
local restaurants.                                                                                                 


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                                                      Lease Expira-                                                
Property Location and           Purchase     Date      tion and           Minimum                         Option   
Competition                     Price (1)  Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase
---------------------           ---------  --------  ---------------  ---------------  ---------------  -----------
                                                                                                                   

BLACK-EYED PEA (19)(21)         $667,290   10/01/97   09/2013         $86,087;         None             at any time
(the "Albuquerque #1                                                  increases to                      after the  
Property")                                                            $88,584 after                     seventh    
Existing restaurant                                                   the tenth lease                   lease year 
                                                                      year                                         
The Albuquerque #1 Property is                                                                                     
located on the northwest                                                                                           
corner of San Mateo Boulevard                                                                                      
Northeast and Lumber Avenue                                                                                        
Northeast, in Albuquerque,                                                                                         
Bernalillo County, New Mexico,                                                                                     
in an area of mixed retail,                                                                                        
commercial, and residential                                                                                        
development.  Other fast-food                                                                                      
and family-style restaurants                                                                                       
located in proximity to the                                                                                        
Albuquerque #1 Property                                                                                            
include a Sweet Tomatoes, a                                                                                        
Hooters, a Pizza Hut, a                                                                                            
Grady's, a Chili's, an                                                                                             
Austin's, an Applebee's, an                                                                                        
Olive Garden, and a local                                                                                          
restaurant.                                                                                                        


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                                                      Lease Expira-                                                
Property Location and           Purchase     Date      tion and           Minimum                         Option   
Competition                     Price (1)  Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase
---------------------           ---------  --------  ---------------  ---------------  ---------------  -----------
                                                                                                                   
BLACK-EYED PEA (19)(21)         $666,355   10/01/97   07/2011         $91,517;         None             at any time
(the "Albuquerque #2                                                  increases  to                     after the  
Property")                                                            $93,270 after                     seventh    
Existing restaurant                                                   the tenth lease                   lease year 
                                                                      year                                         
The Albuquerque #2 Property is                                                                                     
located on the northwest                                                                                           
quadrant of Interstate 40 and                                                                                      
Juan Tabo Boulevard Northeast,                                                                                     
in Albuquerque, Bernalillo                                                                                         
County, New Mexico, in an area                                                                                     
of mixed retail, commercial,                                                                                       
and residential development.                                                                                       
Other fast-food and family-                                                                                        
style restaurants located in                                                                                       
proximity to the Albuquerque                                                                                       
#2 Property include an Olive                                                                                       
Garden, a Village Inn, a                                                                                           
Grandy's, and several local                                                                                        
restaurants.                                                                                                       


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                                                     Lease Expira-                                                
Property Location and          Purchase     Date      tion and           Minimum                         Option   
Competition                    Price (1)  Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase
---------------------          ---------  --------  ---------------  ---------------  ---------------  -----------
                                                                                                                  

BLACK-EYED PEA (19)(21)        $660,748   10/01/97   09/2011         $90,265;         None             at any time
(the "Dallas #3 Property")                                           increases to                      after the  
Existing restaurant                                                  $92,064 after                     seventh    
                                                                     the tenth lease                   lease year 
The Dallas #3 Property is                                            year                                         
located on the south side of                                                                                      
Beltline Road, in Dallas,                                                                                         
Dallas County, Texas, in an                                                                                       
area of mixed retail,                                                                                             
commercial, and residential                                                                                       
development.  Other fast-food                                                                                     
and family-style restaurants                                                                                      
located in proximity to the                                                                                       
Dallas #3 Property include a                                                                                      
Chili's, an On The Border, an                                                                                     
Olive Garden, a Grady's, a                                                                                        
Macaroni Grill, and several                                                                                       
local restaurants.                                                                                                


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                                                     Lease Expira-                                                
Property Location and          Purchase     Date      tion and           Minimum                         Option   
Competition                    Price (1)  Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase
---------------------          ---------  --------  ---------------  ---------------  ---------------  -----------
                                                                                                                  
BLACK-EYED PEA (19)(21)        $643,925   10/01/97   06/2004         $133,563         None             at any time
(the "Forestville Property")                                                                           after the  
Existing restaurant                                                                                    seventh    
                                                                                                       lease year 
The Forestville Property is                                                                                       
located on the northeast                                                                                          
quadrant of the intersection                                                                                      
of Silver Hill Road and                                                                                           
Pennsylvania Avenue, in                                                                                           
Forestville, Prince Georges                                                                                       
County, Maryland, in an area                                                                                      
of mixed retail, commercial,                                                                                      
and residential development.                                                                                      
Other fast-food and family-                                                                                       
style restaurants located in                                                                                      
proximity to the Forestville                                                                                      
Property include a Subway                                                                                         
Sandwich Shop, a Pizza Hut,                                                                                       
and several local restaurants.                                                                                    


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                                                      Lease Expira-                                                
Property Location and           Purchase     Date      tion and           Minimum                         Option   
Competition                     Price (1)  Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase
---------------------           ---------  --------  ---------------  ---------------  ---------------  -----------
                                                                                                                   

BLACK-EYED PEA (19)(21)         $648,598   10/01/97   08/2008         $99,659;         None             at any time
(the "Houston #7 Property")                                           increases to                      after the  
Existing restaurant                                                   $100,213 after                    seventh    
                                                                      the tenth lease                   lease year 
The Houston #7 Property is                                            year                                         
located on the corner of                                                                                           
Northwest Freeway and                                                                                              
Deauville Plaza Drive, in                                                                                          
Houston, Harris County, Texas,                                                                                     
in an area of mixed retail,                                                                                        
commercial, and residential                                                                                        
development.  Other fast-food                                                                                      
and family-style restaurants                                                                                       
located in proximity to the                                                                                        
Houston #7 Property include a                                                                                      
Ryan's Steakhouse, a Denny's,                                                                                      
an Olive Garden, a Bennigan's,                                                                                     
a Chili's, a Kettle's, and                                                                                         
several local restaurants.                                                                                         


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                                                      Lease Expira-                                                
Property Location and           Purchase     Date      tion and           Minimum                         Option   
Competition                     Price (1)  Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase
---------------------           ---------  --------  ---------------  ---------------  ---------------  -----------
                                                                                                                   
BLACK-EYED PEA (19)(21)         $661,682   10/01/97   03/2012         $89,029;         None             at any time
(the "Waco Property")                                                 increases  to                     after the  
Existing restaurant                                                   $91,002 after                     seventh    
                                                                      the tenth lease                   lease year 
The Waco Property is located                                          year                                         
on the north side of Bosque                                                                                        
Road within the Lake Air Mall,                                                                                     
in Waco, McLennan County,                                                                                          
Texas, in an area of mixed                                                                                         
retail, commercial, and                                                                                            
residential development.                                                                                           
Other fast-food and family-                                                                                        
style restaurants located in                                                                                       
proximity to the Waco Property                                                                                     
include a Piccadilly                                                                                               
Cafeteria, a Chili's, a                                                                                            
Fuddrucker's, and several                                                                                          
local restaurants.                                                                                                 


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                                                     Lease Expira-                                                
Property Location and          Purchase     Date      tion and           Minimum                         Option   
Competition                    Price (1)  Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase
---------------------          ---------  --------  ---------------  ---------------  ---------------  -----------
                                                                                                                  

BLACK-EYED PEA (19)(21)        $660,748   10/01/97   12/2011         $89,571;         None             at any time
(the "Wichita Property")                                             increases to                      after the  
Existing restaurant                                                  $91,456 after                     seventh    
                                                                     the tenth lease                   lease year 
The Wichita Property is                                              year                                         
located on the south side of                                                                                      
East Central Avenue within                                                                                        
Dillow's Superstore Shopping                                                                                      
Center, in Wichita, Sedgwick                                                                                      
County, Kansas, in an area of                                                                                     
mixed retail, commercial, and                                                                                     
residential development.                                                                                          
Other fast-food and family-                                                                                       
style restaurants located in                                                                                      
proximity to the Wichita                                                                                          
Property include a Chili's,                                                                                       
and an Olive Garden.                                                                                              


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                                                       Lease Expira-                                                
Property Location and           Purchase      Date      tion and           Minimum                         Option   
Competition                     Price (1)   Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase
---------------------           ---------   --------  ---------------  ---------------  ---------------  -----------
                                                                                                                    
GOLDEN CORRAL (13)              $529,105    10/02/97   03/2012;        10.75% of Total  for each lease   during the 
(the "Olathe Property")         (excluding             four five-      Cost (4)         year, 5% of the  first      
Restaurant to be constructed    development            year renewal                     amount by which  through    
                                costs) (3)             options                          annual gross     seventh    
The Olathe Property is located                                                          sales exceed     lease years
on the west side of Blackbob                                                            $2,886,067 (8)   and the    
Road, north of U.S. 169, in                                                                              tenth      
Olathe, Johnson County,                                                                                  through    
Kansas, in an area of mixed                                                                              fifteenth  
retail, commercial, and                                                                                  lease years
residential development.                                                                                 only       
Other fast-food and family-                                                                                         
style restaurants located in                                                                                        
proximity to the Olathe                                                                                             
Property include a Dairy                                                                                            
Queen, a Fazoli's, a KFC, a                                                                                         
Taco Bell, and an Applebee's.                                                                                       


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                                                       Lease Expira-                                                
Property Location and           Purchase      Date      tion and           Minimum                         Option   
Competition                     Price (1)   Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase
---------------------           ---------   --------  ---------------  ---------------  ---------------  -----------
                                                                                                                    

JACK IN THE BOX (6)             $1,076,237  10/17/97   09/2015;        $110,243 (7);    for each lease   at any time
(the "Florissant Property")     (3)(7)                 four five-      increases by 8%  year, (i) 5% of  after the  
Restaurant to be constructed                           year renewal    after the fifth  annual gross     seventh    
                                                       options         lease year and   sales minus      lease year 
The Florissant Property is                                             after every      (ii) the                    
located on the southern                                                five years       minimum annual              
quadrant of Charbonier Road                                            thereafter       rent for such               
and Howdershell Road, in                                               during the       lease year (8)              
Florissant, St. Louis County,                                          lease term                                   
Missouri, in an area of mixed                                                                                       
retail, commercial, and                                                                                             
residential development.                                                                                            

JACK IN THE BOX (6)             $1,263,688  10/17/97   09/2015;        $129,482 (7);    for each lease       None   
(the "Folsom Property")         (3)(7)                 four five-      increases by 8%  year, (i) 5% of             
Restaurant to be constructed                           year renewal    after the fifth  annual gross                
                                                       options         lease year and   sales minus                 
The Folsom Property is located                                         after every      (ii) the                    
on the eastern quadrant of                                             five years       minimum annual              
Blue Ravine Road and East                                              thereafter       rent for such               
Bidwell Street, in Folsom,                                             during the       lease year (8)              
Sacramento County, California,                                         lease term                                   
in an area of mixed retail,                                                                                         
commercial, and residential                                                                                         
development.  Other fast-food                                                                                       
and family-style restaurants                                                                                        
located in proximity to the                                                                                         
Folsom Property include an                                                                                          
IHOP, an Arby's, a Burger                                                                                           
King, a Boston Market, a                                                                                            
Manhattan Bagel, a Subway                                                                                           
Sandwich Shop, a Taco Bell, a                                                                                       
McDonald's, a KFC, a Pizza Hut                                                                                      
and several local restaurants.                                                                                      


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                                                       Lease Expira-                                                
Property Location and           Purchase      Date      tion and           Minimum                         Option   
Competition                     Price (1)   Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase
---------------------           ---------   --------  ---------------  ---------------  ---------------  -----------
                                                                                                                    

ON THE BORDER (19)              $292,767    10/17/97   10/2012;        13.64% of Total  for each lease   at any time
(the "San Antonio #2            (excluding             three five-     Cost (4); (22)   year, (i) 4% of  after the  
Property")                      development            year renewal                     annual gross     tenth lease
Restaurant to be constructed    costs) (3)             options                          sales minus      year       
                                                                                        (ii) the                    
The San Antonio #2 Property is                                                          minimum annual              
located on the east side of                                                             rent for such               
U.S. Highway 281, within the                                                            lease year (8)              
Alamo Quarry Market Shopping                                                                                        
Center, in San Antonio, Bexar                                                                                       
County, Texas, in an area of                                                                                        
mixed retail, commercial, and                                                                                       
residential development.                                                                                            
Other fast-food and family-                                                                                         
style restaurants located in                                                                                        
proximity to the San Antonio                                                                                        
#2 Property include a Ruth's                                                                                        
Chris Steakhouse and several                                                                                        
local restaurants.                                                                                                  

GROUND ROUND (23)               $1,220,761  10/20/97   10/2017;            $125,128           (24)       at any time
(the "Allentown Property")                             five  five-                                       after the  
Existing restaurant                                    year renewal                                      seventh    
                                                       options                                           lease year 
The Allentown Property is                                                                                           
located on the north side of                                                                                        
Grape Street, in Allentown,                                                                                         
Lehigh County, Pennsylvania,                                                                                        
in an area of mixed retail,                                                                                         
commercial, and residential                                                                                         
development.  Other fast-food                                                                                       
and family-style restaurants                                                                                        
located in proximity to the                                                                                         
Allentown Property include a                                                                                        
Pizza Hut, a Lone Star Steak                                                                                        
House & Saloon, a Red Lobster,                                                                                      
a Chili's, a KFC, an Olive                                                                                          
Garden, a Ponderosa                                                                                                 
Steakhouse, a Friendly's, a                                                                                         
Wendy's, a Perkins, a Burger                                                                                        
King, a Boston Market and                                                                                           
several local restaurants.                                                                                          


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                                                      Lease Expira-                                                
Property Location and           Purchase     Date      tion and           Minimum                         Option   
Competition                     Price (1)  Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase
---------------------           ---------  --------  ---------------  ---------------  ---------------  -----------
                                                                                                                   

GROUND ROUND (23)               $772,727   10/20/97   10/2017;            $79,205            (24)       at any time
(the "Colerain Property")                             five five-                                        after the  
Existing restaurant                                   year renewal                                      seventh    
                                                      options                                           lease year 
The Colerain Property is                                                                                           
located on the north side of                                                                                       
Springdale Road, in Colerain,                                                                                      
Hamilton County, Ohio, in an                                                                                       
area of mixed retail,                                                                                              
commercial, and residential                                                                                        
development.  Other fast-food                                                                                      
and family-style restaurants                                                                                       
located in proximity to the                                                                                        
Colerain Property include a                                                                                        
Red Lobster, an Outback Steak                                                                                      
House, an Applebee's, an Olive                                                                                     
Garden, a White Castle, an                                                                                         
Arby's, a McDonald's, a T.G.I.                                                                                     
Friday's and several local                                                                                         
restaurants.                                                                                                       

GROUND ROUND (23)               $759,091   10/20/97   10/2017;            $77,807            (24)       at any time
(the "Crystal Property")                              five  five-                                       after the  
Existing restaurant                                   year renewal                                      seventh    
                                                      options                                           lease year 
The Crystal Property is                                                                                            
located on the northeast                                                                                           
corner of Bass Lake Road and                                                                                       
Jersey Street, in Crystal,                                                                                         
Hennepin County, Minnesota, in                                                                                     
an area of mixed retail,                                                                                           
commercial, and residential                                                                                        
development.  Other fast-food                                                                                      
and family-style restaurants                                                                                       
located in proximity to the                                                                                        
Crystal Property include a                                                                                         
Dairy Queen, a Taco Bell, a                                                                                        
Subway Sandwich Shop, a KFC                                                                                        
and an Applebee's.                                                                                                 


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                                                       Lease Expira-                                                
Property Location and           Purchase      Date      tion and           Minimum                         Option   
Competition                     Price (1)   Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase
---------------------           ---------   --------  ---------------  ---------------  ---------------  -----------
                                                                                                                    

GROUND ROUND (23)               $1,422,727  10/20/97   10/2017;            $145,830           (24)       at any time
(the "Dubuque Property")                               five five-                                        after the  
Existing restaurant                                    year renewal                                      seventh    
                                                       options                                           lease year 
The Dubuque Property is                                                                                             
located on the                                                                                                      
west side of John F. Kennedy                                                                                        
Road and Cedar Cross Road, in                                                                                       
Dubuque, Dubuque County, Iowa,                                                                                      
in an area of mixed retail,                                                                                         
commercial, and residential                                                                                         
development.  Other fast-food                                                                                       
and family-style restaurants                                                                                        
located in proximity to the                                                                                         
Dubuque Property include a                                                                                          
Hardee's, an Olive Garden, a                                                                                        
Wendy's and several local                                                                                           
restaurants.                                                                                                        

GROUND ROUND (23)               $900,000    10/20/97   10/2017;            $92,250            (24)       at any time
(the "Gloucester Property")                            five five-                                        after the  
Existing restaurant                                    year renewal                                      seventh    
                                                       options                                           lease year 
The Gloucester Property is                                                                                          
located on the                                                                                                      
southeast corner of Blackwood-                                                                                      
Clementon Road and Dartmouth                                                                                        
Drive, in Gloucester, Camden                                                                                        
County, New Jersey, in an area                                                                                      
of mixed retail, commercial,                                                                                        
and residential development.                                                                                        
Other fast-food and family-                                                                                         
style restaurants located in                                                                                        
proximity to the Gloucester                                                                                         
Property include a Friendly's,                                                                                      
a Boston Market, a Chili's, an                                                                                      
Olive Garden, a Red Lobster, a                                                                                      
Denny's, a Burger King, a                                                                                           
McDonald's, a Taco Bell, a                                                                                          
Checkers and several local                                                                                          
restaurants.                                                                                                        


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                                                      Lease Expira-                                                
Property Location and           Purchase     Date      tion and           Minimum                         Option   
Competition                     Price (1)  Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase
---------------------           ---------  --------  ---------------  ---------------  ---------------  -----------
                                                                                                                   

GROUND ROUND (23)               $945,455   10/20/97   10/2017;            $96,909            (24)       at any time
(the "Janesville Property")                           five  five-                                       after the  
Existing restaurant                                   year renewal                                      seventh    
                                                      options                                           lease year 
The Janesville Property is                                                                                         
located on the northwest                                                                                           
corner of Milton Avenue and                                                                                        
Lodge Street, in Janesville,                                                                                       
Rock County, Wisconsin, in an                                                                                      
area of mixed retail,                                                                                              
commercial, and residential                                                                                        
development.  Other fast-food                                                                                      
and family-style restaurants                                                                                       
located in proximity to the                                                                                        
Janesville Property include an                                                                                     
Applebee's, a Pizzeria Uno, a                                                                                      
Perkins, a Fazoli's and                                                                                            
several local restaurants.                                                                                         

GROUND ROUND (23)               $945,455   10/20/97   10/2017;            $96,909            (24)       at any time
(the "Kalamazoo Property")                            five  five-                                       after the  
Existing restaurant                                   year renewal                                      seventh    
                                                      options                                           lease year 
The Kalamazoo Property is                                                                                          
located on Stadium Drive, east                                                                                     
of the intersection of Seneca                                                                                      
Road, in Kalamazoo, Kalamazoo                                                                                      
County, Michigan, in an area                                                                                       
of mixed retail, commercial,                                                                                       
and residential development.                                                                                       
Other fast-food and family-                                                                                        
style restaurants located in                                                                                       
proximity to the Kalamazoo                                                                                         
Property include an Olive                                                                                          
Garden, an Applebee's, a                                                                                           
Chili's, a McDonald's, a                                                                                           
Burger King and several local                                                                                      
restaurants.                                                                                                       


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                                                       Lease Expira-                                                
Property Location and           Purchase      Date      tion and           Minimum                         Option   
Competition                     Price (1)   Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase
---------------------           ---------   --------  ---------------  ---------------  ---------------  -----------
                                                                                                                    

GROUND ROUND (23)               $1,118,187  10/20/97   10/2017;            $114,614           (24)       at any time
(the "Parma Property")                                 five five-                                        after the  
Existing restaurant                                    year renewal                                      seventh    
                                                       options                                           lease year 
The Parma Property is located                                                                                       
on the south side of Day                                                                                            
Drive, in Parma, Cuyahoga                                                                                           
County, Ohio, in an area of                                                                                         
mixed retail, commercial, and                                                                                       
residential development.                                                                                            
Other fast-food and family-                                                                                         
style restaurants located in                                                                                        
proximity to the Parma                                                                                              
Property include an Outback                                                                                         
Steak House, a Red Lobster, an                                                                                      
Olive Garden, an Arby's, a                                                                                          
Denny's and a local                                                                                                 
restaurant.                                                                                                         

GROUND ROUND (23)               $1,439,551  10/20/97   10/2017;            $147,554           (24)       at any time
(the "Reading Property")                               five five-                                        after the  
Existing restaurant                                    year renewal                                      seventh    
                                                       options                                           lease year 
The Reading Property is                                                                                             
located on the west side of                                                                                         
Fifth Street Highway at the                                                                                         
entrance to the Fairgrounds                                                                                         
Mall, in Reading, Berks                                                                                             
County, Pennsylvania, in an                                                                                         
area of mixed retail,                                                                                               
commercial, and residential                                                                                         
development.  Other fast-food                                                                                       
and family-style restaurants                                                                                        
located in proximity to the                                                                                         
Reading Property include an                                                                                         
Arby's, a Pizza Hut, a                                                                                              
McDonald's, a Burger King, a                                                                                        
Bojangles, a Taco Bell, a                                                                                           
Ponderosa Steakhouse, a Boston                                                                                      
Market, a Subway Sandwich Shop                                                                                      
and several local restaurants.                                                                                      


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                                                       Lease Expira-                                                
Property Location and           Purchase      Date      tion and           Minimum                         Option   
Competition                     Price (1)   Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase
---------------------           ---------   --------  ---------------  ---------------  ---------------  -----------
                                                                                                                    

GROUND ROUND (23)               $1,036,364  10/20/97   10/2017;            $106,227           (24)       at any time
(the "Waterloo Property")                              five  five-                                       after the  
Existing restaurant                                    year renewal                                      seventh    
                                                       options                                           lease year 
The Waterloo Property is                                                                                            
located on the southwest                                                                                            
corner of East San Marnan                                                                                           
Drive and Penneys Street, in                                                                                        
Waterloo, Black Hawk County,                                                                                        
Iowa, in an area of mixed                                                                                           
retail, commercial, and                                                                                             
residential development.                                                                                            
Other fast-food and family-                                                                                         
style restaurants located in                                                                                        
proximity to the Waterloo                                                                                           
Property include an Olive                                                                                           
Garden, a Lone Star Steak                                                                                           
House & Saloon, an Applebee's,                                                                                      
a Pizza Hut, a Boston Market,                                                                                       
a Long John Silver's and                                                                                            
several local restaurants.                                                                                          

GROUND ROUND (23)               $1,354,545  10/20/97   10/2017;            $138,841           (24)       at any time
(the "Wauwatosa Property")                             five  five-                                       after the  
Existing restaurant                                    year renewal                                      seventh    
                                                       options                                           lease year 
The Wauwatosa Property is                                                                                           
located on the northwest                                                                                            
corner of Mayfair Road and                                                                                          
Blue Mound Road, in Wauwatosa,                                                                                      
Milwaukee County, Wisconsin,                                                                                        
in an area of mixed retail,                                                                                         
commercial, and residential                                                                                         
development.  Other fast-food                                                                                       
and family-style restaurants                                                                                        
located in proximity to the                                                                                         
Wauwatosa Property include a                                                                                        
Chili's, an Applebee's, a Taco                                                                                      
Bell, a Pizza Hut and several                                                                                       
local restaurants.                                                                                                  


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                                                       Lease Expira-                                                
Property Location and           Purchase      Date      tion and           Minimum                         Option   
Competition                     Price (1)   Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase
---------------------           ---------   --------  ---------------  ---------------  ---------------  -----------
                                                                                                                    

GROUND ROUND (23)               $1,000,000  11/18/97   11/2017;            $102,500           (24)       at any time
(the "Ewing Property")                                 five  five-                                       after the  
Existing restaurant                                    year renewal                                      seventh    
                                                       options                                           lease year 
The Ewing Property is located                                                                                       
on the northwest quadrant of                                                                                        
the intersection of North                                                                                           
Olden Avenue and Pennington                                                                                         
Road, in Ewing, Mercer County,                                                                                      
New Jersey, in an area of                                                                                           
mixed retail, commercial, and                                                                                       
residential development.                                                                                            
Other fast-food and family-                                                                                         
style restaurants located in                                                                                        
proximity to the Ewing                                                                                              
Property include a McDonald's,                                                                                      
an IHOP, an Applebee's, a TGI                                                                                       
Friday's, a Taco Bell, a                                                                                            
Wendy's, a Burger King, and a                                                                                       
Boston Market.                                                                                                      

WENDY'S                         $811,350    11/18/97   11/2017; two    10.25% of Total  for each lease   at any time
(the "Westlake Village          (excluding             five-year       Cost (4)         year, (i) 7% of  after the  
Property")                      development            renewal                          annual gross     seventh    
Restaurant to be constructed    costs) (3)             options                          sales minus      lease year 
                                                                                        (ii) the                    
The Westlake Village Property                                                           minimum annual              
is located on the southeast                                                             rent for such               
quadrant of Thousand Oaks                                                               lease year                  
Boulevard and Lindero Canyon                                                                                        
Road, in Westlake Village, Los                                                                                      
Angeles County, California, in                                                                                      
an area of mixed retail,                                                                                            
commercial, and residential                                                                                         
development.  Other fast-food                                                                                       
and family-style restaurants                                                                                        
located in proximity to the                                                                                         
Westlake Village Property                                                                                           
include a McDonald's, a KFC,                                                                                        
and a local restaurant.                                                                                             


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                                                       Lease Expira-                                                
Property Location and           Purchase      Date      tion and           Minimum                         Option   
Competition                     Price (1)   Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase
---------------------           ---------   --------  ---------------  ---------------  ---------------  -----------
                                                                                                                    

GROUND ROUND (23)               $927,273    12/02/97   12/2017;            $95,045            (24)       at any time
(the "Nanuet Property")                                five  five-                                       after the  
Existing restaurant                                    year renewal                                      seventh    
                                                       options                                           lease year 
The Nanuet Property is located                                                                                      
on the northwest corner of                                                                                          
Route 59 West and Dykes Road,                                                                                       
in Nanuet, Rockland County,                                                                                         
New York, in an area of mixed                                                                                       
retail, commercial, and                                                                                             
residential development.                                                                                            
Other fast-food and family-                                                                                         
style restaurants located in                                                                                        
proximity to the Nanuet                                                                                             
Property include a Ruby                                                                                             
Tuesday's, a Red Lobster, a                                                                                         
Pizza Hut, and a local                                                                                              
restaurant.                                                                                                         

GOLDEN CORRAL (13)              $384,530    12/03/97   06/2013;        10.75% of Total  for each lease   during the 
(the "Muskogee Property")       (excluding             four  five-     Cost (4)         year, 5% of the  first      
Restaurant to be constructed    development            year renewal                     amount by which  through    
                                nt costs) (3)          options                          annual gross     seventh    
The Muskogee Property is                                                                sales exceed     lease years
located on the south side of                                                            $2,212,853 (8)   and the    
West Shawnee Avenue, in                                                                                  tenth      
Muskogee, Muskogee County,                                                                               through    
Oklahoma, in an area of mixed                                                                            fifteenth  
retail, commercial, and                                                                                  lease years
residential development.                                                                                 only       
Other fast-food and family-                                                                                         
style restaurants located in                                                                                        
proximity to the Muskogee                                                                                           
Property include an                                                                                                 
Applebee's, a Red Lobster, a                                                                                        
Burger King, a Long John                                                                                            
Silver's, a Western Sizzlin,                                                                                        
and several local restaurants.                                                                                      


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                                                       Lease Expira-                                                
Property Location and           Purchase      Date      tion and           Minimum                         Option   
Competition                     Price (1)   Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase
---------------------           ---------   --------  ---------------  ---------------  ---------------  -----------
                                                                                                                    

GOLDEN CORRAL (13)              $467,593    12/30/97   06/2013;        10.75% of Total  for each lease   during the 
(the "Council Bluffs            (excluding             four  five-     Cost (4)         year, 5% of the  first      
Property")                      development            year renewal                     amount by which  through    
Restaurant to be constructed    costs) (3)             options                          annual gross     seventh    
                                                                                        sales exceed     lease years
The Council Bluffs Property is                                                          $2,713,081 (8)   and the    
located on the northeast                                                                                 tenth      
quadrant of Dial Drive and                                                                               through    
32nd Avenue, in Council                                                                                  fifteenth  
Bluffs, Pottawattamie County,                                                                            lease years
Iowa, in an area of mixed                                                                                only       
retail, commercial, and                                                                                             
residential development.                                                                                            
Other fast-food and family-                                                                                         
style restaurants located in                                                                                        
proximity to the Council                                                                                            
Bluffs Property include a                                                                                           
Cracker Barrel, a Red Lobster,                                                                                      
a Perkins, a Dairy Queen, a                                                                                         
Burger King, a Long John                                                                                            
Silver's, a Taco Bell, a                                                                                            
McDonald's, a Hardee's, and a                                                                                       
Fazoli's.                                                                                                           

JACK IN THE BOX (6)             $1,333,345  12/30/97   04/2015;        $136,668;        for each lease   at any time
(the "Los Angeles #3            (3)                    four  five-     increases by 8%  year, (i) 5% of  after the  
Property")                                             year renewal    after the fifth  annual gross     seventh    
Existing restaurant                                    options         lease year and   sales minus      lease year 
                                                                       after every      (ii) the                    
The Los Angeles #3 Property is                                         five years       minimum annual              
located on the southeast                                               thereafter       rent for such               
corner of Crenshaw Boulevard                                           during the       lease year (8)              
and Washington Boulevard, in                                           lease term                                   
Los Angeles, Los Angeles                                                                                            
County, California, in an area                                                                                      
of mixed retail, commercial,                                                                                        
and residential development.                                                                                        
Other fast-food and family-                                                                                         
style restaurants located in                                                                                        
proximity to the Los Angeles                                                                                        
#3 Property include a Taco                                                                                          
Bell, a McDonald's, and                                                                                             
several local restaurants.                                                                                          


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                                                      Lease Expira-                                                
Property Location and          Purchase      Date      tion and           Minimum                         Option   
Competition                    Price (1)   Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase
---------------------          ---------   --------  ---------------  ---------------  ---------------  -----------
                                                                                                                   

CHEVY'S FRESH MEX (25)         $2,521,428  12/31/97   12/2012; two    $248,075;        for each lease   at any time
(the "Arapahoe Property")                             five-year       increases by     year, 5% of the  during the 
Existing restaurant                                   renewal         10% after the    amount by which  lease term 
                                                      options         fifth lease      annual gross                
The Arapahoe Property is                                              year and after   sales exceed                
located on the south side of                                          every five       $3,213,500                  
Arapahoe Road, in Arapahoe,                                           years                                        
Arapahoe County, Colorado, in                                         thereafter                                   
an area of mixed retail,                                              during the                                   
commercial, and residential                                           lease term                                   
development.  Other fast-food                                                                                      
and family-style restaurants                                                                                       
located in proximity to the                                                                                        
Arapahoe Property include a                                                                                        
Bennigan's, a Wendy's, a Ruby                                                                                      
Tuesday's, an Arby's, a                                                                                            
McDonald's, a Denny's, and                                                                                         
several local restaurants.                                                                                         

CHEVY'S FRESH MEX (25)         $2,477,078  12/31/97   12/2012; two    $243,712;        for each lease   at any time
(the "Beaverton Property")                            five-year       increases by     year, 5% of the  during the 
Existing restaurant                                   renewal         10% after the    amount by which  lease term 
                                                      options         fifth lease      annual gross                
The Beaverton Property is                                             year and after   sales exceed                
located on the southeast                                              every five       $2,548,750                  
quadrant of the intersection                                          years                                        
of Hall Boulevard and Nimbus                                          thereafter                                   
Avenue, in Beaverton,                                                 during the                                   
Washington County, Oregon, in                                         lease term                                   
an area of mixed retail,                                                                                           
commercial, and residential                                                                                        
development.  Other fast-food                                                                                      
and family-style restaurants                                                                                       
located in proximity to the                                                                                        
Beaverton Property include an                                                                                      
Arby's, and a local                                                                                                
restaurant.                                                                                                        


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                                                       Lease Expira-                                                
Property Location and           Purchase      Date      tion and           Minimum                         Option   
Competition                     Price (1)   Acquired  Renewal Options  Annual Rent (2)  Percentage Rent  To Purchase
---------------------           ---------   --------  ---------------  ---------------  ---------------  -----------
                                                                                                                    

CHEVY'S FRESH MEX (25)          $2,288,676  12/31/97   12/2012; two    $225,176;        for each lease   at any time
(the "Greenbelt Property")                             five-year       increases by     year, 5% of the  during the 
Existing restaurant                                    renewal         10% after the    amount by which  lease term 
                                                       options         fifth lease      annual gross                
The Greenbelt Property is                                              year and after   sales exceed                
located on the southeast                                               every five       $2,722,250                  
quadrant of the intersection                                           years                                        
of Greenbelt Road and the                                              thereafter                                   
Baltimore Washington Parkway,                                          during the                                   
in Greenbelt, Prince Georges                                           lease term                                   
County, Maryland, in an area                                                                                        
of mixed retail, commercial,                                                                                        
and residential development.                                                                                        
Other fast-food and family-                                                                                         
style restaurants located in                                                                                        
proximity to the Greenbelt                                                                                          
Property include a Denny's, a                                                                                       
Wendy's, a T.G.I Friday's, and                                                                                      
several local restaurants.                                                                                          

CHEVY'S FRESH MEX (25)          $2,334,198  12/31/97   12/2012; two    $229,654;        for each lease   at any time
(the "Lake Oswego Property")                           five-year       increases by     year, 5% of the  during the 
Existing restaurant                                    renewal         10% after the    amount by which  lease term 
                                                       options         fifth lease      annual gross                
The Lake Oswego Property is                                            year and after   sales exceed                
located between Interstate                                             every five       $2,983,250                  
Highway 5 and Bangy Road, in                                           years                                        
Lake Oswego, Clackamas County,                                         thereafter                                   
Oregon, in an area of mixed                                            during the                                   
retail, commercial, and                                                lease term                                   
residential development.                                                                                            
Other fast-food and family-                                                                                         
style restaurants located in                                                                                        
proximity to the Lake Oswego                                                                                        
Property include an                                                                                                 
Applebee's, an Olive Garden,                                                                                        
and a Taco Bell.                                                                                                    


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FOOTNOTES:                                                                      

(1)      The estimated federal income tax basis of the depreciable portion (the 
building portion) of each of the Properties acquired, and for 
     construction Properties, once the buildings are constructed, is set
forth below:                                                  

                                                        · Enlarge/Download Table

Property                  Federal Tax Basis  Property                   Federal Tax Basis
---------                 -----------------  --------                   -----------------
                                                                                          
Arvada #2 Property               $  667,000  Nashville #1 Property             $  734,000
Liberty #1 Property                 357,000  Orlando Property                     770,000
Dearborn Property                   266,000  Pensacola Property                   723,000
Enumclaw Property                   764,000  Raleigh #1 Property                  503,000
Guadalupe Property                  905,000  Raleigh #2 Property                  717,000
Scottsdale Property                 810,000  Richmond #1 Property                 773,000
Bacliff Property                    691,000  Richmond #2 Property                 648,000
Indianapolis Property               883,000  Winston-Salem Property               810,000
San Antonio #1 Property             336,000  Bethel Park Property                 593,000
Baltimore Property                  471,000  Langhorne Property                   646,000
Gambrills Property                  471,000  Plymouth Meeting Property            905,000
Jessup Property                     435,000  Enid Property                        776,000
Lansing Property                    651,000  Fairfax Property                     703,000
Riverdale Property                  474,000  Liberty #2 Property                  925,000
Vacaville Property                  805,000  Stafford Property                    679,000
Waldorf Property                    455,000  Channelview Property                 708,000
Springfield Property                 34,000  Garland Property                     608,000
Jacksonville #1 Property          1,105,000  Putnam Property                      534,000
Corpus Christi Property             984,000  Lexington Property                   462,000
Leesburg Property                   579,000  Newport News Property                584,000
Starke Property                     405,000  Houston #6 Property                  888,000
Fresno Property                     601,000  Stockbridge Property                 705,000

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Property                     Federal Tax Basis  Property                   Federal Tax Basis
---------                    -----------------  --------                   -----------------
                                                                                             
Corinth Property                       615,000  Woodland Property                    661,000
Tampa #2 Property                    1,056,000  West Sacramento Property             612,000
Jacksonville #2 Property             1,124,000  Cookeville Property                1,026,000
King of Prussia Property               547,000  Hendersonville Property              779,000
McLean Property                        687,000  Lawrence Property                  1,019,000
Evansville Property                    971,000                                              
Nashville #2 Property                  946,000                                              
Hampton Property                       536,000  Greensboro Property                  403,000
Huntsville Property                    661,000  Greenville Property                  488,000

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Knoxville #2 Property                  706,000  Jonesville Property                  538,000
Louisville Property                    912,000  Kernersville Property                411,000
Mobile #1 Property                   1,005,000  Kinston Property                     483,000
Montgomery Property                    949,000  Murfreesboro Property                973,000
Edgewater Property                  $  625,000  Olathe Property                    1,097,000
Duncan Property                        931,000  Florissant Property                  723,000
Fort Walton Beach Property             983,000  Folsom Property                      702,000
London Property                        828,000  San Antonio #2 Property            1,265,000
Elk Grove Property                   1,036,000  Allentown Property                   882,000
Lake Jackson Property                  799,000  Colerain Property                    533,000
Loveland Property                      960,000  Crystal Property                     188,000
Victoria Property                      810,000  Dubuque Property                     807,000
Las Vegas Property                     939,000  Gloucester Property                  527,000
Hoover Property                        618,000  Janesville Property                  547,000
Superstition Springs Property        1,269,000  Kalamazoo Property                   710,000
Mobile #2 Property                     988,000  Parma Property                       791,000
Palatka Property                       932,000  Reading Property                     790,000
Mesa Property                          910,000  Waterloo Property                    657,000
Phoenix #1 Property                    675,000  Wauwatosa Property                   802,000
Phoenix #2 Property                    675,000  Ewing Property                       683,000
Phoenix #3 Property                    680,000  Westlake Village Property            759,000
Tucson Property                        676,000  Nanuet Property                      603,000
Albuquerque #1 Property                703,000  Muskogee Property                    853,000
Albuquerque #2 Property                702,000  Council Bluffs Property            1,059,000
Dallas #  3 Property                   696,000  Los Angeles #2 Property              585,000
Forestville Property                   678,000  Arapahoe Property                  1,674,000
Houston #  7 Property                  683,000  Beaverton Property                 1,675,000
Waco Property                          697,000  Greenbelt Property                 1,470,000
Wichita Property                       696,000  Lake Oswego Property               1,500,000

(2)      Minimum annual rent for each of the Properties became payable on the   
         effective date of the lease, except as indicated below. For the Liberty
   #1, Dearborn, San Antonio #1, Indianapolis, Baltimore, Gambrills,
Jessup, Lansing, Riverdale, Vacaville, Waldorf and Springfield
         Properties, minimum annual rent will become due and payable on the date
the tenant receives from the landlord its final funding of the
  construction costs. For the Arvada #2, Indianapolis, Lansing and
         Vacaville Properties, minimum annual rent for the remainder of 1997 and
         1998 shall be prepaid on the date the tenant receives from the landlord
its final funding of the construction costs. For the Guadalupe
  Property, minimum annual rent will become due and payable on the
         earlier of (i) 210 days after execution of the lease, (ii) the date the
       certificate of occupancy for the restaurant is issued, (iii) the date
       the restaurant opens for business to the public, or (iv) the date the
         tenant receives from the landlord its final funding of the construction
        costs. For the Jacksonville #1, Corpus Christi, Jacksonville #2, Enid,
    Liberty #2, Duncan, Fort Walton Beach, Mobile #2, Palatka, Olathe,
         Muskogee and Council Bluffs Properties, minimum annual rent will become
       due and payable on the earlier of (i) 180 days after execution of the
         lease, (ii) the date the certificate of occupancy for the restaurant is
    issued, or (iii) the date the restaurant opens for business to the
     public. For the Las Vegas , Superstition Springs and San Antonio #2
    Properties, minimum annual rent will become due and payable on the
         earlier of (i) 180 days after execution of the lease, (ii) the date the
       certificate of occupancy for the restaurant is issued, (iii) the date
       the restaurant opens for business to the public, or (iv) the date the
         tenant receives from the landlord its final funding of the construction

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       costs. For the Starke and Westlake Village Properties, minimum annual
       rent will become due and payable on the earlier of (i) 120 days after
        execution of the lease, (ii) the date the certificate of occupancy for
   the restaurant is issued, (iii) the date the restaurant opens for
       business to the public, or (iv) the date the tenant receives from the
         landlord its final funding of the construction costs. During the period
     commencing with the effective date of the lease to the date minimum
      annual rent becomes payable for the Arvada #2, Liberty #1, Dearborn,
      San Antonio #1, Indianapolis, Baltimore, Gambrills, Jessup, Lansing,
     Riverdale, Vacaville, Waldorf, Springfield, Jacksonville #1, Corpus
        Christi, Jacksonville #2, Enid, Liberty #2, Duncan, Fort Walton Beach,
        Mobile #2, Palatka, Olathe, Muskogee and Council Bluffs Properties, as
   described above, interim rent equal to a specified rate per annum
     (ranging from 10% to 10.38%) of the amount funded by the Company in
       connection with the purchase and construction of the Properties shall
         accrue and be payable in a single lump sum at the time of final funding
  of the construction costs. During the period commencing with the
     effective date of the lease to the date minimum annual rent becomes
      payable for the Guadalupe, Starke, Las Vegas , Superstition Springs,
         San Antonio #2 and Westlake Village Properties, as described above, the
       tenant shall pay monthly "interim rent" equal to a specified rate per
   annum (ranging from 10.25% to 11.50%) of the amount funded by the
 Company in connection with the purchase and construction of the
Properties.                                                   

(3)      The development agreements for the Properties which are to be          
        constructed or renovated, provide that construction or renovation must
        be completed no later than the dates set forth below. The maximum cost
         to the Company, (including the purchase price of the land , development
        costs, and closing and acquisition costs) is not expected to, but may,
exceed the amounts set forth below:                           

                                                        · Enlarge/Download Table

Property                Estimated Maximum Cost  Estimated Final Completion Date       
--------                ----------------------  --------------------------------      
                                                                                       
Arvada #2 Property        $1,152,262            Opened for business July 21, 1997     
Liberty #1 Property          764,164            Opened for business August 18, 1997   
Dearborn Property            667,305            Opened for business July 12, 1997     
Enumclaw Property            843,431            Opened for business July 31, 1997     
Guadalupe Property         1,452,517            Opened for business August 27, 1997   
Scottsdale Property          769,863            Opened for business September 30, 1997
Bacliff Property           1,049,420            Opened for business August 3, 1997    
Indianapolis Property      1,663,194            Opened for business September 2, 1997 
San Antonio #1 Property      757,069            Opened for business September 25, 1997
Baltimore Property         1,378,051            Opened for business August 19, 1997   
Gambrills Property         1,264,241            Opened for business August 26, 1997   
Jessup Property            1,285,243            Opened for business July 13, 1997     
Lansing Property           1,033,941            Opened for business October 2, 1997   
Riverdale Property         1,041,107            Opened for business October 7, 1997   
Vacaville Property         1,437,474            Opened for business July 13, 1997     
Waldorf Property           1,357,356            Opened for business July 13, 1997     
Springfield Property         633,101            Opened for business July 7, 1997      
Jacksonville #1 Property   1,681,435            Opened for business September 24, 1997
Corpus Christi Property    1,577,372            Opened for business September 24, 1997
Starke Property              599,800            Opened for business August 11, 1997   
Fresno Property              839,981            Opened for business August 31, 1997   
Corinth Property             955,333            Opened for business September 16, 1997
Jacksonville #2 Property   1,696,394            Opened for business September 3, 1997 
Enid Property              1,202,286            Opened for business November 24, 1997 
Liberty #2 Property        1,378,020            Opened for business October 23, 1997  
Channelview Property       1,008,970            Opened for business September 21, 1997
Garland Property             936,119            Opened for business September 27, 1997
Woodland Property            963,592            Opened for business October 9, 1997   

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West Sacramento Property   1,073,031            Opened for business September 28, 1997
Cookeville Property        1,471,963            July 31, 1998                         
Hendersonville Property   $  747,664            July 31, 1998                         
Lawrence Property          1,448,598            July 31, 1998                         
Nashville #2 Property      1,308,411            July 31, 1998                         
Murfreesboro Property      1,425,234            August 4, 1998                        
Duncan Property            1,158,457            February 15, 1998                     
Fort Walton Beach Property 1,609,490            February 15, 1998                     
London Property            1,123,720            Opened for business November 4, 1997  
Las Vegas Property         1,577,243            February 16, 1998                     
Superstition Springs                                                                  
  Property                 2,044,922            March 4, 1998                         
Mobile #2 Property         1,463,204            March 16, 1998                        
Palatka Property           1,289,938            March 16, 1998                        
Olathe Property            1,677,340            March 31, 1998                        
Florissant Property        1,075,539            March 16, 1998                        
Folsom Property            1,263,239            March 4, 1998                         
San Antonio #2 Property    1,260,879            April 15, 1998                        
Westlake Village Property  1,488,479            March 18, 1998                        
Muskogee Property          1,301,592            June 1, 1998                          
Council Bluffs Property    1,580,790            June 28, 1998                         
Los Angeles #3 Property    1,341,495            Opened for business September 28, 1997

(4)      The "Total Cost" is equal to the sum of (i) the purchase price of the  
  Property, (ii) closing costs, and (iii) actual development costs
incurred under the development agreement.                     

(5)      The lessee of the Dearborn, Indianapolis, Baltimore, Gambrills, Jessup,
        Riverdale, Waldorf, Springfield, Stafford, Newport News, Edgewater and
Hoover Properties is the same unaffiliated lessee.            

(6)      The lessee of the Enumclaw, Bacliff, Fresno, Corinth, Channelview,     
         Garland, Woodland , West Sacramento, Florissant, Folsom and Los Angeles
        #3 Properties is the same unaffiliated lessee or group of unaffiliated
lessees.                                                      

(7)      The Company paid for all construction or renovation costs in advance at
    closing; therefore, minimum annual rent was determined on the date
acquired and is not expected to change.                       

(8)      Percentage rent shall be calculated on a calendar year basis (January 1
to December 31).                                              

(9)      The lessee of the Guadalupe and Las Vegas Properties is the same       
unaffiliated lessee.                                          

(10)     The Company owns the building only for this Property. The Company does 
   not own the underlying land; although, the Company entered into a
 landlord estoppel agreement with the landlord of the land and a
       collateral assignment of the ground lease with the lessee in order to
     provide the Company with certain rights with respect to the land on
which the building is located.                                

(11)     The lease relating to this Property is a land lease only.              

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(12)     The Company entered into a Master Lease Agreement for the Dover        
  Property and eight Pizza Hut Properties previously acquired. The
       amounts presented in the table above represent additional amounts due
      under the Master Lease Agreement, as described in the section of the
        Prospectus entitled "Business - Property Acquisitions," as a result of
the acquisition of the Dover Property.                        

(13)     The lessee of the Jacksonville #1, Corpus Christi, Jacksonville #2,    
  Enid, Liberty #2, Duncan, Fort Walton Beach, Mobile #2, Palatka,
         Olathe, Muskogee and Council Bluffs Properties is the same unaffiliated
lessee.                                                       

(14)     The lessee of the Leesburg, Fairfax, Houston # 6, Stockbridge, Elk     
   Grove, Lake Jackson, Loveland and Victoria Properties is the same
unaffiliated lessee.                                          

(15)     The lessee of the King of Prussia, McLean, Evansville, Hampton,        
        Huntsville, Knoxville #2, Louisville, Mobile #1, Montgomery, Nashville
       #1, Orlando, Pensacola, Raleigh #1, Raleigh #2, Richmond #1, Richmond
#2, Winston-Salem, Bethel Park, Langhorne and Plymouth Meeting
Properties is the same unaffiliated lessee.                   

(16)     The lessee of the Lexington, Greensboro, Greenville, Jonesville,       
      Kernersville and Kinston Properties is the same unaffiliated lessee.

(17)     The lessee of the Cookeville, Hendersonville, Lawrence, Nashville #2   
and Murfreesboro Properties is the same unaffiliated lessee.  

(18)     The Company paid for all construction or renovation costs in advance at
    closing; therefore, minimum annual rent was determined on the date
      acquired and is not expected to change. In accordance with the lease
 agreement, these Properties are being converted from Barb Wires
        Steakhouse & Saloon restaurants to Tumbleweed Southwest Mesquite Grill
   & Bar restaurants. Renovation of the Properties is expected to be
   completed within 365 days of the effective date of the lease. The
   Properties are expected to remain operational during renovations.

(19)     The Company owns the building only for this Property. The Company does 
   not own the underlying land; although, the Company entered into a
     tri-party agreement with the lessee and the landlord of the land in
      order to provide the Company with certain rights with respect to the
land on which the building is located.                        

(20)     The lessee of the Mesa, Phoenix #1, Phoenix #2, Phoenix #3 and Tucson  
Properties is the same unaffiliated lessee.                   

(21)     The lessee of the Albuquerque #1, Albuquerque #2, Dallas # 3,          
   Forestville, Houston # 7, Waco and Wichita Properties is the same
unaffiliated lessee.                                          

(22)     Base rent shall increase after every five years during the lease term  
        by the lesser of (i) 10% of the minimum base rent during the preceding
         year or (ii) 150% of the percentage change in the Consumer Price Index.

(23)     The lessee of the Allentown, Colerain, Crystal, Dubuque, Gloucester,   
       Janesville, Kalamazoo, Parma, Reading, Waterloo, Wauwatosa, Ewing and
Nanuet Properties is the same unaffiliated lessee.            

(24)     For each lease year, percentage rent shall be calculated upon the      
     amount by which gross sales exceed base sales as follows: 6% for an
    increase of 0% to 33.33% above base sales, 5.5% for an increase of
      33.34% to 66.7% above base sales, and 5% for an increase of 66.8% to
        100% above base sales. For increases in gross sales in excess of 100%,
   percentage rent shall decrease by .5% for every additional 33.33%
increase above base sales. Base sales are as follows:         

Property                  Base Sales                                
--------                  ----------                                
Allentown Property        $2,085,487                                
Colerain Property          1,320,076                                
Crystal Property           1,296,780                                

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Dubuque Property           2,430,493                                
Gloucester Property        1,537,500                                
Janesville Property        1,615,152                                
Kalamazoo Property         1,615,152                                
Parma Property             1,910,355                                
Reading Property           2,459,233                                
Waterloo Property          1,770,455                                
Wauwatosa Property         2,314,015                                
Ewing Property             1,708,333                                
Nanuet Property            1,583,777                                

(25)     The lessee of the Arapahoe, Beaverton, Greenbelt and Lake Oswego       
Properties is the same unaffiliated lessee.                   

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BORROWING                                                                       

        The Company has entered into a revolving $35,000,000 unsecured Line of
Credit with a bank to enable the Company to receive advances to fund Secured    
Equipment Leases and to purchase and develop Properties and fund Mortgage Loans.
The advances will bear interest at a rate of LIBOR plus 1.65%, or the bank's    
prime rate, whichever the Company selects at the time of borrowing. Interest    
only is repayable monthly until July 31, 1999, at which time all remaining      
interest and principal shall be due. The Line of Credit provides for two        
one-year renewal options.                                                       

         As of December 31, 1997, the Company had used approximately $21,882,000
of the $35,000,000 available under the Line of Credit to fund Secured Equipment 
Leases. Advances used to fund Secured Equipment Leases will be repaid using     
payments received from Secured Equipment Leases and will be refinanced in regard
to any Secured Equipment Lease not fully repaid at the end of the term of the   
Line of Credit. Advances used to purchase and develop Properties and to fund    
Mortgage Loans will be repaid using additional offering proceeds or refinanced  
on a long-term basis.                                                           

         As of December 31, 1997, the Company had used $19,000,000 of uninvested
net offering proceeds to temporarily reduce the balance outstanding under the   
Line of Credit pending the investment of such offering proceeds in Properties or
Mortgage Loans in order to reduce interest expense incurred by the Company.     

         The Company will not encumber Properties in connection with the Line of
Credit. Management believes that during the offering period the Line of Credit  
will allow the Company to make investments that the Company otherwise would be  
forced to delay until it raised a sufficient amount of proceeds from the sale of
Shares to allow the Company to make the investments. By eliminating this delay  
the Company will also eliminate the risk that these investments will no longer  
be available, or the terms of the investment will be less favorable, when the   
Company has raised sufficient offering proceeds. Alternatively, Affiliates of   
the Advisor could make such investments, pending receipt by the Company of      
sufficient offering proceeds, in order to preserve the investment opportunities 
for the Company. However, Properties acquired by the Company in this manner     
would be subject to closing costs both on the original purchase by the Affiliate
and on the subsequent purchase by the Company, which would increase the amount  
of expenses associated with the acquisition of Properties and reduce the amount 
of offering proceeds available for investment in income-producing assets.       
Management believes that the use of the Line of Credit by the Company will      
enable the Company to reduce or eliminate the instances in which the Company    
will be required to pay duplicate closing costs.                                

         The Board of Directors does not anticipate that the Company will borrow
funds, other than the Line of Credit and any additional financing the Board of  
Directors may determine to obtain to fund Secured Equipment Leases or to        
purchase and develop Properties and fund Mortgage Loans. However, the Company   
may also borrow funds for the purpose of preserving its status as a REIT. For   
example, the Company may borrow to the extent necessary to permit the Company to
make Distributions required in order to enable the Company to qualify as a REIT 
for federal income tax purposes; however, the Company will not borrow for the   
purpose of returning capital to the stockholders unless necessary to eliminate  
corporate-level tax to the Company. Until Listing occurs, the Company will not  
encumber Properties in connection with any borrowing. If Listing occurs,        
however, the Board of Directors may elect to cause the Company to borrow funds  
in connection with the purchase of additional Properties or for other Company   
purposes and to encumber any or all of the Company's Properties in connection   
with any such borrowing. The aggregate borrowing of the Company, secured and    
unsecured, shall be reasonable in relation to Net Assets of the Company and     
shall be reviewed by the Board of Directors at least quarterly. The Board of    
Directors anticipates that the aggregate amount of any borrowing will not exceed
50% of Real Estate Asset Value, although the maximum amount of borrowing in     
relation to Net Assets, in the absence of a satisfactory showing that a higher  
level of borrowing is appropriate, shall not exceed 300% of Net Assets (an      
amount which the Company anticipates will correspond to approximately 75% of    
Real Estate Asset Value). Any excess in borrowing over such 300% level shall    
occur only with approval by a majority of the Independent Directors and will be 
disclosed and explained to stockholders in the first quarterly report of the    
Company prepared after such approval occurs. Any additional financing obtained  
to fund Secured Equipment Leases may not exceed 10% of aggregate gross proceeds 
of the Company's Prior Offerings, this offering and any subsequent offering.    

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PENDING INVESTMENTS                                                             

         As of December 31, 1997, the Company had initial commitments to acquire
seven properties, including six properties consisting of land and building and  
one property consisting of building only. The acquisition of each of these      
properties is subject to the fulfillment of certain conditions, including, but  
not limited to, a satisfactory environmental survey and property appraisal.     
There can be no assurance that any or all of the conditions will be satisfied   
or, if satisfied, that one or more of these properties will be acquired by the  
Company. If acquired, the leases of all seven of these properties are expected  
to be entered into on substantially the same terms described in the section of  
the Prospectus entitled "Business -Description of Property Leases."             

    In connection with the IHOP property in Saugus, Massachusetts, the
Company anticipates owning only the building and not the underlying land.       
However, the Company anticipates entering into a landlord estoppel agreement    
with the landlord of the land and a collateral assignment of the ground lease   
with the lessee in order to provide the Company with certain rights with respect
to the land on which the building is located.                                   

      Set forth below are summarized terms expected to apply to the leases
for each of the properties. More detailed information relating to a property and
its related lease will be provided at such time, if any, as the property is     
acquired.                                                                       

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                        Lease Term and                                                                              
Property               Renewal Options       Minimum Annual Rent            Percentage Rent       Option to Purchase
--------               ---------------       -------------------            ---------------       ------------------
                                                                                                                    

Boston Market         15 years; five     10.38% of the Company's      for each lease year after   at any time       
Colorado Springs, CO  five-year renewal  total cost to purchase the   the fifth lease year, (i)   after the         
Existing restaurant   options            property; increases by 10%   4% of annual gross sales    fifth lease       
                                         after the fifth lease year   minus (ii) the minimum      year              
                                         and after every five years   annual rent for such lease                    
                                         thereafter during the lease  year                                          
                                         term                                                                       

Golden Corral         15 years; four     10.75% of Total Cost (1)     for each lease year, 5% of  during the        
Dubuque, IA (#2)      five-year renewal                               the amount by which annual  first through     
Restaurant to be      options                                         gross sales exceed a to be  seventh lease     
constructed                                                           determined breakpoint       years and the     
                                                                                                  tenth through     
                                                                                                  lease years       
                                                                                                  fifteenth only    

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                       Lease Term and                                                                               
Property              Renewal Options       Minimum Annual Rent            Percentage Rent        Option to Purchase
--------              ---------------       -------------------            ---------------        ------------------
                                                                                                                    

Golden Corral        15 years; four     10.75% of Total Cost (1)     for each lease year, 5% of   during the        
Edmond, OK           five-year renewal                               the amount by which annual   first through     
Restaurant to be     options                                         gross sales exceed a to be   seventh lease     
constructed                                                          determined breakpoint        years and the     

Ground  Round        20 years; five     10.25% of the Company's                  (2)              at any time       
Maple Shade, NJ      five-year renewal  total cost to purchase the                                after the         
Existing restaurant  options            property                                                  seventh lease     
                                                                                                  year              

IHOP (3)                    (4)         11.78% of the Company's      for each lease year, (i) 3%  at any time       
Saugus, MA                              total cost to purchase the   of annual gross sales minus  after the         
Existing restaurant                     building; increases by       (ii) the minimum annual      fifth lease       
                                        5.81% after the fifth lease  rent for such lease year     year              
                                        year, 4.66% after the tenth                                                 
                                        lease year, and 2.83% after                                                 
                                        the fifteenth lease year                                                    


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                    Lease Term and                                                                               
Property           Renewal Options       Minimum Annual Rent            Percentage Rent        Option to Purchase
--------           ---------------       -------------------            ---------------        ------------------
                                                                                                                 

Ruby Tuesday's    20 years; two      11% of Total Cost (1);       for each lease year, (i) 6%  at any time       
Georgetown, KY    five-year renewal  increases by 10% after the   of annual gross sales minus  after the         
Restaurant to be  options            fifth lease year and after   (ii) the minimum annual      seventh lease     
constructed                          every five years thereafter  rent for such lease year     year              
                                     during the lease term                                                       

Shoney's          20 years; two      11% of Total Cost (1);       for each lease year, (i) 6%  at any time       
Phoenix, AZ (#4)  five-year renewal  increases by 10% after the   of annual gross sales minus  after the         
Restaurant to be  options            fifth lease year and after   (ii) the minimum annual      seventh lease     
renovated                            every five years thereafter  rent for such lease year     year              
                                     during the lease term                                                       

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FOOTNOTES:                                                                      

(1)      The "Total Cost" is equal to the sum of (i) the purchase price of the  
  property, (ii) closing costs, and (iii) actual development costs
incurred under the development agreement.                     

(2)      For each lease year, percentage rent shall be calculated upon the      
        amount by which gross sales exceed a to be determined breakpoint (base
         sales) as follows; 6% for an increase of 0% to 33.33% above base sales,
         5.5% for an increase of 33.34% to 66.7% above base sales, and 5% for an
    increase of 66.8% to 100% above base sales. For increases in gross
    sales in excess of 100%, percentage rent shall decrease by .5% for
every additional 33.33% increase above base sales.            

(3)      The Company anticipates owning the building only for this property. The
 Company will not own the underlying land; although, the Company
  anticipates entering into a landlord estoppel agreement with the
      landlord of the land and a collateral assignment of the ground lease
     with the lessee in order to provide the Company with certain rights
with respect to the land on which the building is located.    

(4)      The lease term shall expire upon the earlier of (i) the date 20 years  
       from the date of closing, (ii) the expiration of the original term of
         the ground lease, or (iii) the earlier termination of the ground lease.

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SALE OF PROPERTIES AND SECURED EQUIPMENT LEASES                                 

During the nine months ended September 30, 1997, the Company  
sold five of its Properties to tenants for a total of approximately             
$6,301,000. The Company reinvested the net sales proceeds from the sale         
of Properties in additional Properties. In addition, during the nine            
months ended September 30, 1997, the Company sold the Equipment relating        
to four Secured Equipment Leases to the tenants and used the proceeds           
therefrom to repay amounts previously advanced under its Line of Credit.        

SELECTED FINANCIAL DATA 

      The following table sets forth certain financial information for the
Company, and should be read in conjunction with "Management's Discussion and    
Analysis of Financial Condition and Results of Operations" and the Financial    
Statements included in Exhibit B to this Prospectus.                            

                                                        · Enlarge/Download Table


                                                                                                       May 2,     
                                                                                                     1994 (Date   
                                                                                                    of Inception) 
                                           Nine Months Ended                  Year Ended               through    
                               September 30, 1997  September 30, 1996         December 31,           December 31, 
                                   (Unaudited)        (Unaudited)        1996            1995              1994   
                               ------------------  ------------------   ------          ------      ------------- 
                                                                                                                  
Revenues                            $12,252,450      $3,883,714       $6,206,684    $   659,131       $      -    
Net earnings                          9,737,809       2,757,759        4,745,962        368,779              -    
Cash distributions declared (1)      10,879,969       3,403,427        5,436,072        638,618              -    
Funds from operations (2)            10,834,302       3,080,556        5,257,040        469,097              -    
Earnings per Share                         0.48            0.41             0.59           0.19              -    
Cash distributions declared per Share      0.55            0.53             0.71           0.34              -    
Weighted average number of Shares                                                                                 
   outstanding (3)                   20,368,867       6,771,120        8,071,670      1,898,350              -    


                               September 30, 1997  September 30, 1996  December 31,   December 31,    December 31,
                                   (Unaudited)        (Unaudited)         1996            1995            1994    
                               ------------------  ------------------  ------------   ------------    ------------
Total assets                       $288,151,045     $97,998,150       $134,825,048    $33,603,084       $929,585  
Total equity                        255,603,278      89,528,514        122,867,427     31,980,648        200,000  

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         (1)      Approximately eight percent, 12 percent, 13 percent and 42                                      
                  percent of cash distributions ($0.04, $0.06, $0.06 and $0.14                                    
                  per Share) for the nine months ended September 30, 1997 and                                     
                  1996, and the years ended December 31, 1996 and 1995,                                           
                  respectively, represent a return of capital in accordance with                                  
                  generally accepted accounting principles ("GAAP"). Cash                                         
                  distributions treated as a return of capital on a GAAP basis                                    
                  represent the amount of cash distributions in excess of                                         
                  accumulated net earnings on a GAAP basis. The Company has not                                   
                  treated such amount as a return of capital for purposes of                                      
                  calculating Invested Capital and the Stockholders' 8% Return.                                   

         (2)      Funds from operations ( "FFO "), based on the revised                                           
                  definition adopted by the Board of Governors of NAREIT and as                                   
                  used herein, means net earnings determined in accordance with                                   
                  generally accepted accounting principles ( "GAAP "), excluding                                  
                  gains or losses from debt restructuring and sales of property,                                  
                  plus depreciation and amortization of real estate assets, and                                   
                  after adjustments for unconsolidated partnerships and joint                                     
                  ventures.  FFO was developed by NAREIT as a relative measure                                    
                  of performance and liquidity of an equity REIT in order to                                      
                  recognize that income-producing real estate historically has                                    
                  not depreciated on the basis determined under GAAP.  However,                                   
                  FFO (i) does not represent cash generated from operating                                        
                  activities determined in accordance with GAAP (which, unlike                                    
                  FFO, generally reflects all cash effects of transactions and                                    
                  other events that enter into the determination of net                                           
                  earnings), (ii) is not necessarily indicative of cash flow                                      
                  available to fund cash needs and (iii) should not be                                            
                  considered as an alternative to net earnings determined in                                      
                  accordance with GAAP as an indication of the Company's                                          
                  operating performance, or to cash flow from operating                                           
                  activities determined in accordance with GAAP as a measure of                                   
                  either liquidity or the Company's ability to make                                               
                  distributions.  Accordingly, the Company believes that in                                       
                  order to facilitate a clear understanding of the consolidated                                   
                  historical operating results of the Company, FFO should be                                      
                  considered in conjunction with the Company's net earnings and                                   
                  cash flows as reported in the accompanying consolidated                                         
                  financial statements and notes thereto.  See Exhibit B -                                        
                  Financial Information.                                                                          

         (3)      The weighted average number of Shares outstanding is based                                      
                  upon the period the Company was operational.                                                    

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF                                                       
                       FINANCIAL CONDITION OF THE COMPANY                                                         

INTRODUCTION                                                                                                      

         The Company is a Maryland corporation that was organized on May 2,                                       
1994, to acquire Properties, directly or indirectly through Joint Venture or                                      
co-tenancy arrangements, to be leased on a long-term, "triple-net" basis to                                       
operators of certain Restaurant Chains. In addition, the Company may provide                                      
Mortgage Loans for the purchase of buildings, generally by borrowers that lease                                   
the underlying land from the Company. To a lesser extent, the Company may offer                                   
Secured Equipment Leases to operators of Restaurant Chains.                                                       

LIQUIDITY AND CAPITAL RESOURCES                                                                                   

         In April 1995, the Company commenced the Initial Offering of its shares                                  
of common stock. During the period April 1, 1995 through February 6, 1997, the                                    
Company received subscription proceeds of $150,591,765 (15,059,177 shares)                                        
including $591,765 (59,177 shares) pursuant to the Company's Reinvestment Plan,                                   
from the Initial Offering, thereby completing such offering. Following the                                        
completion of the Initial Offering on February 6, 1997, the Company commenced                                     
this offering. As of September 30, 1997, the Company had received subscription                                    
proceeds of $137,883,078 (13,788,308 shares) from this offering, including                                        
$1,183,289 (118,329 shares) pursuant to the Reinvestment Plan.                                                    

         As of September 30, 1997, net proceeds to the Company from the Initial                                   
Offering and this offering, after deduction of selling commissions, marketing                                     
support and due diligence expense reimbursement fees and offering expenses                                        
totalled $257,685,387. Approximately $230,368,000 of such amount had been used                                    
to invest,                                                                                                        

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or committed for investment, in 212 Properties (16 Properties which were under                                    
construction as of September 30, 1997), in providing mortgage financing of                                        
$17,047,000 and to pay acquisition fees to the Advisor totalling $12,981,368 and                                  
certain acquisition expenses. The Company acquired 15 of the 212 Properties from                                  
Affiliates for purchase prices totalling approximately $11,000,000. The                                           
Affiliates had purchased and temporarily held title to these Properties in order                                  
to facilitate the acquisition of the Properties by the Company. Each Property                                     
was acquired at a cost no greater than the lesser of the cost of the Property to                                  
the Affiliate (including carrying costs) or the Property's appraised value.                                       

         In connection with the 16 Properties under construction at September                                     
30, 1997, the Company has entered into various development agreements with                                        
tenants which provide terms and specifications for the construction of buildings                                  
the tenants have agreed to lease. The agreements provide a maximum amount of                                      
development costs (including the purchase price of the land and closing costs)                                    
to be paid by the Company. The aggregate maximum development costs the Company                                    
has agreed to pay are approximately $20,121,000, of which approximately                                           
$13,390,000 had been incurred as of September 30, 1997. The buildings under                                       
construction as of September 30, 1997, are expected to be operational by March                                    
1998. In connection with the purchase of each Property, the Company, as lessor,                                   
entered into a long-term lease agreement.                                                                         

         During the nine months ended September 30, 1997, the Company sold five                                   
of its Properties and the Equipment relating to four Secured Equipment Leases to                                  
tenants. The Company received net proceeds of approximately $7,612,000 which was                                  
equal to the carrying value of the Properties and the Equipment at the time of                                    
the sale. As a result, no gain or loss was recognized for financial reporting                                     
purposes. The Company reinvested the proceeds from the sale of Properties in                                      
additional Properties. The Company used the net sales proceeds relating to the                                    
sale of the Equipment to repay amounts previously advanced under the Line of                                      
Credit.                                                                                                           

         During the period October 1, 1997 through December 31, 1997, the                                         
Company acquired 32 additional Properties (seven on which restaurants are being                                   
constructed ) for cash at a total cost of approximately $34,231,500. Three of                                     
the Properties were acquired from an Affiliate for approximately $3,674,000. In                                   
connection with the three Properties acquired from an Affiliate, the Affiliate                                    
had purchased and temporarily held title to the three Properties in order to                                      
facilitate the acquisition of the Properties by the Company. The three                                            
Properties were acquired at a cost no greater than the lesser of the cost of                                      
each Property to the Affiliate, including its carrying costs, or the Property's                                   
appraised value. In connection with the purchase of each of the 32 Properties,                                    
the Company, as lessor, entered into a long-term lease agreement. The buildings                                   
under construction are expected to be operational by August 1998. The Company                                     
currently is negotiating to acquire additional Properties, but as of December                                     
31, 1997, had not acquired any such Properties.                                                                   

         As of December 31, 1997, the Company had received aggregate                                              
subscription proceeds of $361,764,864 (36,176,486 shares) from the Initial                                        
Offering and this offering, including $2,464,413 (246,441 shares) through its                                     
Reinvestment Plan. As of December 31, 1997, the Company had invested or                                           
committed for investment approximately $274,720,000 of aggregate net proceeds                                     
from the Initial Offering and this offering in 244 Properties, in providing                                       
mortgage financing to the tenants of 44 Properties consisting of land only and                                    
two additional Properties through Mortgage Loans and in paying acquisition fees                                   
and certain acquisition expenses, leaving approximately $50,192,000 in aggregate                                  
net offering proceeds available for investment in Properties and Mortgage Loans.                                  

         The Company expects to use the uninvested Net Offering Proceeds, plus                                    
any Net Offering Proceeds from the sale of additional Shares, to purchase                                         
additional Properties, to fund construction costs relating to the Properties                                      
under construction and to make Mortgage Loans. The number of Properties to be                                     
acquired and Mortgage Loans to be entered into will depend upon the amount of                                     
Net Offering Proceeds available to the Company, although the Company is expected                                  
to have a total portfolio of 400 to 450 Properties if the maximum number of                                       
Shares are sold in this offering. The Company expects to use the proceeds of the                                  
Line of Credit to fund the Secured Equipment Lease program. The Company intends                                   
to limit the amount of Secured Equipment Leases it enters into to ten percent of                                  
gross offering proceeds from its offerings.                                                                       

         On October 10, 1997, the Company filed a registration statement with                                     
the Securities and Exchange Commission in connection with the proposed sale by                                    
the Company of up to 34,500,000 shares of common stock in the Subsequent                                          
Offering expected to commence in February 1998. Of the 34,500,000                                                 

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shares of common stock to be offered, 2,000,000 will be available only to                                         
stockholders purchasing through the Reinvestment Plan. The price per share and                                    
the other terms of the Subsequent Offering, including the percentage of gross                                     
proceeds payable to the Managing Dealer for selling commissions and expenses in                                   
connection with the offering, payable to the Advisor for acquisition fees and                                     
acquisition expenses and reimbursable to the Advisor for offering expenses, will                                  
be the same as those for this offering. Net proceeds from the Subsequent                                          
Offering will be invested in additional Properties and Mortgage Loans.                                            

         The Company has entered into a revolving $35,000,000 unsecured Line of                                   
Credit with a bank to fund Secured Equipment Leases and to purchase and develop                                   
Properties or fund Mortgage Loans. The advances will bear interest at a rate of                                   
LIBOR plus 1.65% or the bank's prime rate, whichever the Company selects at the                                   
time of borrowing. Interest only will be repayable monthly until July 31, 1999,                                   
at which time all remaining interest and principal shall be due. The Line of                                      
Credit provides for two one-year renewal options. Management believes that                                        
during the offering period the Line of Credit will allow the Company to make                                      
investments that the Company otherwise would be forced to delay until it raised                                   
sufficient offering proceeds. Advances used to fund Secured Equipment Leases                                      
will be repaid using payments received from Secured Equipment Leases and will be                                  
refinanced in regard to any Secured Equipment Lease not fully repaid at the end                                   
of the term of the Line of Credit. Advances used to purchase and develop                                          
Properties and fund Mortgage Loans will be repaid using additional offering                                       
proceeds from this offering or refinanced on a long-term basis. The Company will                                  
not encumber Properties in connection with the Line of Credit.                                                    

         The Company does not intend to use Net Offering Proceeds to fund                                         
Secured Equipment Leases; however, as of December 31, 1997, the Company had used                                  
$19,000,000 of uninvested Net Offering Proceeds to temporarily reduce the                                         
balance outstanding under the Line of Credit pending investment of such offering                                  
proceeds in Properties or Mortgage Loans in order to reduce interest expense                                      
incurred by the Company.                                                                                          

         Properties are and will be leased on a triple-net basis, meaning that                                    
tenants are generally required to pay all repairs and maintenance, property                                       
taxes, insurance and utilities. Rental payments under the leases are expected to                                  
exceed the Company's operating expenses. For these reasons, no short-term or                                      
long-term liquidity problems currently are anticipated by management.                                             

         Until Properties are acquired, or Mortgage Loans are entered into, Net                                   
Offering Proceeds are held in short-term, highly liquid investments which                                         
management believes to have appropriate safety of principal. This investment                                      
strategy provides high liquidity in order to facilitate the Company's use of                                      
these funds to acquire Properties or to fund Mortgage Loans at such time as                                       
Properties suitable for acquisition and investments in Mortgage Notes are                                         
identified.                                                                                                       

         At September 30, 1997, the Company had $41,324,755 invested in such                                      
short-term investments, as compared to $42,450,088 at December 31, 1996. These                                    
funds will be used primarily to purchase and develop or renovate Properties                                       
(directly or indirectly through joint venture arrangements), to make Mortgage                                     
Loans, to pay offering and acquisition costs, to pay Distributions to                                             
stockholders, to temporarily reduce amounts outstanding under the Company's Line                                  
of Credit pending the investment of Net Offering Proceeds, to meet Company                                        
expenses and, in management's discretion, to create cash reserves.                                                

         During the nine months ended September 30, 1997 and 1996, Affiliates of                                  
the Company incurred on behalf of the Company $1,794,722 and $615,600,                                            
respectively, for certain offering expenses, $428,114 and $136,341,                                               
respectively, for certain acquisition expenses, and $291,633 and $208,156 ,                                       
respectively, for certain operating expenses. As of September 30, 1997, the                                       
Company owed the Advisor $689,214 for such amounts, unpaid acquisition fees and                                   
accounting and administrative expenses. As of October 31, 1997, the Company had                                   
reimbursed all such amounts. The Advisor has agreed to pay or reimburse to the                                    
Company all offering expenses in excess of three percent of the aggregate gross                                   
proceeds from the Company's offerings. As of September 30, 1997, the offering                                     
expenses had not exceeded this amount.                                                                            

         During the nine months ended September 30, 1997 and 1996, the Company                                    
generated cash from operations (which includes cash received from tenants and                                     
interest and other income received, less cash paid for operating expenses) of                                     
$10,800,147 and $3,244,519, respectively. Based on current                                                        

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and anticipated future cash from operations, the Company declared Distributions                                   
to the stockholders of $10,879,969 and $3,403,427 during the nine months ended                                    
September 30, 1997 and 1996, respectively. In addition, on October 1, 1997,                                       
November 1, 1997, and December 1, 1997, the Company declared Distributions to                                     
its stockholders totalling $1,845,170, $1,991,363 and $2,139,006, respectively,                                   
payable in December 1997. For the nine months ended September 30, 1997 and 1996,                                  
approximately 92 and 88 percent, respectively, of the Distributions received by                                   
stockholders were considered to be ordinary income and approximately eight and                                    
12 percent, respectively, were considered a return of capital for federal income                                  
tax purposes. However, no amounts distributed or to be distributed to the                                         
stockholders as of December 31, 1997, are required to be or have been treated by                                  
the Company as a return of capital for purposes of calculating the stockholders'                                  
return on their invested capital.                                                                                 

         Management believes that the Properties are adequately covered by                                        
insurance. In addition, the Advisor obtained contingent liability and property                                    
coverage for the Company. This insurance policy is intended to reduce the                                         
Company's exposure in the unlikely event a tenant's insurance policy lapses or                                    
is insufficient to cover a claim relating to the Property. The Company's                                          
investment strategy of acquiring Properties for cash and leasing them under                                       
triple-net leases to operators who meet specified financial standards is                                          
expected to minimize the Company's operating expenses.                                                            

         Due to the fact that the Properties are leased on a long-term,                                           
triple-net basis, management does not believe that working capital reserves are                                   
necessary at this time. Management has the right to cause the Company to                                          
maintain reserves if, in their discretion, they determine such reserves are                                       
required to meet the Company's working capital needs.                                                             

         Management expects that the cash generated from operations will be                                       
adequate to pay operating expenses.                                                                               

RESULTS OF OPERATIONS                                                                                             

         As of September 30, 1997, the Company and its consolidated joint                                         
venture, CNL/Corral South Joint Venture (hereinafter, collectively referred to                                    
as the Company) had purchased and entered into long-term, triple-net leases for                                   
217 Properties (including five Properties which were sold in 1997).                                               

         The Property leases provide for minimum base annual rental payments                                      
ranging from approximately $34,800 to $467,500, which are payable in monthly                                      
installments. In addition, certain leases provide for percentage rent based on                                    
sales in excess of a specified amount. The majority of the leases also provide                                    
that, commencing in generally the sixth lease year, the annual base rent                                          
required under the terms of the leases will increase. In connection therewith,                                    
during the nine months ended September 30, 1997 and 1996, the Company earned                                      
$9,636,626 and $2,667,866, respectively, in rental income from operating leases                                   
and earned income from direct financing leases from 217 Properties and 23                                         
Secured Equipment Leases in 1997 (including five Properties and four Secured                                      
Equipment Leases which were sold during the nine months ended <

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CNL Restaurant Properties Inc · 424B3 · On 1/21/98

Filed On 1/21/98 · SEC File 333-15411 · Accession Number 916641-98-41

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