FIRST AMENDMENT TO GROUND LEASE


     THIS FIRST  AMENDMENT  TO GROUND  LEASE  ("First  Amendment")  between Miko
Investments,  LLC, a Tennessee limited  liability  company  ("Landlord") and Don
Pablo's  Operating Corp., an Ohio corporation  ("Tenant") dated this 30th day of
May, 2003.


     WHEREAS,  on May 16,  2003,  Landlord  and  Tenant  signed a  Ground  Lease
("Ground  Lease")  whereby  Tenant  agreed to lease from  Landlord  and Landlord
agreed to lease to Tenant the real  property and  improvements  thereon known as
Don Pablo's  #140  located at 8088  Kingston  Pike,  Knoxville,  Tennessee  (the
"Property"); and


     WHEREAS, the Ground Lease was signed as an Exhibit to the Purchase and Sale
Agreement whereby Landlord purchased the Property from Tenant; and


     WHEREAS, the parties wish to change the effective date of the Ground Lease.


     NOW,  THEREFORE,  in  consideration  of the mutual  promises and  covenants
contained  herein and other good and  valuable  consideration,  the  receipt and
sufficiency of which is hereby acknowledged, the parties hereto amend the Ground
Lease as follows:


     1. The  Effective  Date of the  Ground  Lease is hereby  changed to May 30,
2003.


     2. Except as  otherwise  amended  hereby,  the Ground Lease shall remain in
full force and effect as originally written.


     3 This  Agreement may be executed in  counterparts,  each of which shall be
deemed  an  original  and all such  counterparts  together  shall be  deemed  to
constitute an original instrument.


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     This First  Amendment  has been  executed  effective as of the day and year
first above written.



                              Miko Investments, LLC, , a Tennessee limited
                              liability company


                              By:__________________________________
                              Its_____________________________



                              Don Pablo's Operating Corp., an Ohio
                              corporation  f/k/a DF&R Operating Company, Inc.)


                              By:___________________________________
                              Margaret E. Waldrep
                              President


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