JANUARY 2002 AMENDMENT TO FRANCHISE AGREEMENT

         This January 2002  Amendment to Franchise  Agreement  ("Amendment")  is

entered into this 30th day of January,  2002 by and between  Ryan's  Properties,

Inc., a Delaware  Corporation,  hereinafter referred to as "Ryan's",  and Family

Steak Houses of Florida, Inc., a Florida Corporation, hereinafter referred to as

"FSH".

                                   WITNESSETH:

         WHEREAS, Ryan's and FSH are parties to that certain Franchise Agreement

dated the 16th day of  September,  1987,  as  amended  to date  (the  "Franchise

Agreement"); and

         WHEREAS,  Ryan's and FSH desire to amend Paragraphs XI and XXIII of the

Franchise Agreement, as set forth below.

         WHEREAS,  Ryan's is designated as "FRANCHISOR" and FSH is designated as

"FRANCHISEE" in the Franchise Agreement;

         THEREFORE,  for and in consideration of the mutual covenants  contained

herein, Ryan's and FSH do hereby agree as follows:

         1.     Subparagraph  A.I  of Paragraph XI of the Franchise Agreement is

 hereby replaced in full by the following new subparagraph A. I of Paragraph XI:

                  "FRANCHISEE shall submit to FRANCHISOR,  on a form approved by
                  FRANCHISOR, a correct statement of gross receipts signed by an
                  appropriate  officer of FRANCHISEE,  no later than the twelfth
                  (12 calendar day after each fiscal month end.  Also,  no later
                  than such twelfth (1211)  calendar day after each fiscal month
                  end,   FRANCHISEE  shall  pay  to  FRANCHISOR  the  Continuing
                  Services and Royalty Fee payment  based on the gross  receipts
                  reported in the statement so submitted.  Said payment shall be
                  deposited by  FRANCHISEE  into a bank account in Duval County.
                  Florida  convenient  to FRANCHISEE  designated by  FRANCHISOR.
                  FRANCHISEE  will make available for  reasonable  inspection at
                  reasonable times by FRANCHISOR, all original books and records
                  that   FRANCHISOR  may  deem  necessary  to  ascertain   gross
                  receipts."





         2.     Paragraph XXIII of the Franchise Agreement is hereby replaced in

full by the following new Paragraph XXIII:

                "NOTICES."
                --------

                        A.      Whenever notice is required by the provisions of
                this Agreement to be given to the FRANCHISOR,  such notice shall
                be in writing addressed to the FRANCHISOR as follows:

                                    Ryan's Properties, Inc.
                                    300 Delaware Ave., Suite 900
                                    Wilmington, DE 19801

                or at such other address as FRANCHISOR shall notify  FRANCHISEE
                in writing; and a copy of such notice given to:

                                    James M. Shoemaker, Jr.
                                    Wyche, Burgess, Freeman & Parham, P.A.
                                    44 East Camperdown Way (29601)
                                    Post Office Box 728
                                    Greenville, SC 29602

                        B.      Whenever notice is required by the provisions of
                this Agreement to be given to the FRANCHISEE,  such notice shall
                be in writing addressed to the FRANCHISEE as follows:

                                    Family Steak Houses of Florida, Inc.
                                    2113 Florida Blvd, Suite A
                                    Neptune Beach, FL 32223

                or at such other address as FRANCHISEE  shall notify  FRANCHISOR
                in writing; and a copy of such notice given to:

                                    Halcyon E. Skinner
                                    McGuire Woods, LLP
                                    Bank of America Tower
                                    50 North Laura St., Suite 3300
                                    Jacksonville, FL 32202

                        C.      Any  notice shall be deemed given on the date of
                receipt if (1)  personally  given to an Officer of the recipient
                or  (2)  sent  by  commercially  recognized  overnight  delivery
                service.

                        D.      Unless  earlier  received,  any  notice shall be
                deemed  given five  calendar  days after being  deposited in the
                U.S.  Mail,  postage  prepaid,  if  (1)  sent  by  certified  or
                registered mail, return receipt requested,  or (2) sent by first
                class mail.

         3.     Except  as  amended  by this  Amendment, the Franchise Agreement

shall remain in full force and effect.






         IN WITNESS  WHEREOF,  Ryan's and FSH have  executed  this  January 2002

Amendment as of the date first set forth above.

FRANCHISOR:

RYAN'S PROPERTIES, INC.
a Delaware Corporation



By: /s/ Charles D. Way
    ------------------
Name: Charles D. Way
Title: President

FRANCHISEE:

FAMILY STEAK HOUSES OF FLORIDA, INC.
a Florida corporation

By: /s/ Ed Alexander
    ----------------
(Name: Edward Alexander)
(Title: Executive Vice President)

Attest: /s/ Donna J. Young
        ------------------
(Name: Donna J. Young)
(Title: Receptionist)