8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K


                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

      Date of Report (Date of Earliest Event Reported): March 1, 2005



                               AVADO BRANDS, INC.
             ------------------------------------------------------
             (Exact name of Registrant as Specified in its Charter)


             Georgia                    0-19542               59-2778983
- -------------------------------     ----------------      -------------------
(State or other Jurisdiction of     (Commission File         (IRS Employer
Incorporation or Organization)          Number)           Identification No.)


         Hancock at Washington
           Madison, Georgia                              30650
- ----------------------------------------       -------------------------
              (Address)                               (Zip Code)

       Registrant's telephone number, including area code: (706) 342-4552

                                 Not Applicable
          (Former name or former address, if changed since last report)


     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

     [ ] Written  communications  pursuant to Rule 425 under the  Securities Act
(17 CFR 230.425)

     [ ] Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     [ ]  Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
Exchange Act (17 CFR 240.14d-2(b))

     [ ]  Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
Exchange Act (17 CFR 240.13e-4(c))



     ITEM 1.01. Entry into a Material Definitive Agreement

     Avado  Brands,   Inc.  (the  "Company")  has  entered  into  an  Employment
Agreement,  approved by the bankruptcy  court on March 1, 2005, (the "Employment
Agreement") with Kurt J. Schnaubelt,  and has named Mr.  Schnaubelt as Executive
Vice President and Chief Financial Officer of the Company.  Under the Employment
agreement,  Mr.  Schnaubelt's  base salary is at an initial rate of $225,000 per
year. Mr. Schnaubelt is also eligible to receive annual bonuses of up to 110% of
base salary, based on the performance of the Company and subject to the approval
of the Company's Board of Directors.

     The preceding summary of the material terms of the Employment  Agreement is
qualified in its entirety by the full text of the Employment Agreement, which is
filed as an Exhibit to this Form 8-K, and hereby incorporated by reference.


     ITEM 5.02.  Departure  of  Directors  or  Principal  Officers;  Election of
Directors; Appointment of Principal Officers.

     (c) Effective  March 1, 2005,  Kurt J. Schnaubelt (age 41) was appointed as
Executive Vice President and Chief Financial Officer of the Company. Since 1999,
Mr.   Schnaubelt  has  been  with   Bertucci's   Corporation  of   Northborough,
Massachusetts. Mr. Schnaubelt held various roles of increasing responsibility at
Bertucci's and since June 2002 served as Chief Financial Officer.

     The material terms of the Employment  Agreement between the Company and Mr.
Schnaubelt  are described  above under Item 1.01,  which  description  is hereby
incorporated by reference into this Item 5.02. The Employment  Agreement is also
filed as an Exhibit to this Form 8-K.


     ITEM 9.01. Financial Statements and Exhibits

     Exhibit 10.1 Employment  Agreement  between Avado Brands,  Inc. and Kurt J.
Schnaubelt.


                                       2


                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                         AVADO BRANDS, INC.


                                         By:/s/Raymond P. Barbrick
                                         --------------------------
                                         Raymond P. Barbrick
                                         Chief Executive Officer


Date: March 7, 2005


                                       3

EX-10

                                                                    EXHIBIT 10.1

                              EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into by and between Kurt
Schnaubelt (the "Executive") and Avado Brands,  Inc., a Georgia corporation (the
"Company").

     WHEREAS,  the  Company is  currently  in the  process of  reorganizing  its
capital structure under Chapter 11 of the Title 11 of the United States Code (11
U.S.C. ss.ss. 101 et seq.) (the "Bankruptcy Code"); and

     WHEREAS,  the Company  desires to provide for the service and employment of
the Executive with the Company, and the Executive wishes to perform services for
the Company while the Company is in  reorganization  and following the effective
date  of  the  Company's   court-approved  plan  of  reorganization   ("Plan  of
Reorganization"),  all in  accordance  with the  terms and  conditions  provided
herein.

     NOW, THEREFORE,  in consideration of the mutual agreements  hereinafter set
forth, the Executive and the Company hereby agree as follows:

     Section 1. EMPLOYMENT. The Company does hereby employ the Executive and the
Executive  does  hereby  accept  employment  as Chief  Financial  Officer of the
Company. The Executive shall have all the duties, responsibilities and authority
normally  performed by the Chief  Financial  Officer and shall  render  services
consistent  with such position on the terms set forth herein and shall report to
the Chief  Executive  Officer of the  Company  (the  "CEO").  In  addition,  the
Executive shall have such other executive and managerial  powers and duties with
respect to the Company and its subsidiaries as may reasonably be assigned to him
by the CEO or the Board of Directors of the Company (the "Board"), to the extent
consistent with his position and status as set forth above. The Executive agrees
to devote all of his working time and efforts to the business and affairs of the
Company and its  subsidiaries,  subject to periods of vacation and sick leave to
which he is entitled,  and shall not engage in activities  that  interfere  with
such  performance;   provided,   however,  that  this  Agreement  shall  not  be
interpreted to prohibit the Executive,  subject to the prior approval of the CEO
and Board,  from serving on the board of directors of any corporation other than
the Company.

     Section 2. TERM OF  AGREEMENT.  Subject to Section 6 hereof,  the term (the
"Term")  of this  Agreement  shall  commence  on the  Executive's  first  day of
employment with the Company,  which shall be no later than the (fourteenth) 14th
day following the date this  Agreement is approved by the court  presiding  over
the Company's  bankruptcy case (the "Commencement Date") and, subject to Section
7(e), shall continue until the Executive's  employment is terminated pursuant to
Section 5.

     Section 3. LOCATION.  In connection with the Executive's  employment by the
Company,  the  Executive  shall be based at the  headquarters  of the Company in
Madison, Georgia, except for required travel for the Company's business.

     Section 4. COMPENSATION.

     (a) BASE SALARY.  Effective as of the Commencement  Date, the Company shall
pay the Executive a base salary  ("Base  Salary") at an initial rate of $225,000
per year, payable in accordance with the Company's policies relating to salaried
employees.  The  Executive's  Base Salary shall be reviewed not less  frequently
than once per  anniversary  year of  employment  and may be  increased  (but not
decreased)  by the  Compensation  Committee  of  the  Board  (the  "Compensation
Committee") in its sole discretion.

     (b) ANNUAL BONUS. Subject to the approval of the Board, commencing with the
fiscal  year of the  Company  ("Fiscal  Year")  in which the  Commencement  Date
occurs, the Executive shall have the opportunity to earn a bonus for each Fiscal
Year during the Term as recommended by the Compensation  Committee in accordance
with the Company's  annual bonus plan  applicable to the Executive  (the "Annual
Bonus Plan"), the terms of which are set forth in Exhibit I hereto.

     (c) OTHER  BONUSES.  The Executive  shall be entitled to receive such other
bonuses as are determined in the discretion of the Board.

     (d) STOCK  OPTIONS.  The Executive  shall be eligible to receive  grants of
stock options to purchase  shares of common stock of the Company as  recommended
by the Compensation Committee in its sole discretion.

     (e) FRINGE BENEFITS.

     (i) General. The Executive shall be entitled to participate in each fringe,
welfare,  death,  disability and pension  benefit and incentive  program adopted
from time to time by the Company for the benefit of, and which  generally  apply
to, its highest level of senior executive officers from time to time.

     (ii)  Vacation.  The Executive will receive four (4) weeks of paid vacation
annually, subject to the terms of the Company's vacation policies as they relate
to senior  executive  officers.  With prior approval of the Board, the Executive
shall be permitted  to carry over some or all of an accrued but unused  vacation
balance into the successive calendar year.

     (iii)  Reimbursement  of  Business  Expenses.  The  Company  shall  pay  or
reimburse the Executive for all reasonable business expenses incurred or paid by
the Executive in the performance of his duties hereunder, in accordance with the
Company's prevailing policy relating to expense reimbursement.

                                       1


     (iv) Indemnification. Executive will be eligible for indemnification to the
fullest extent  authorized under the Company's  Certificate of Incorporation and
By-laws (as  applicable)  and will be eligible for coverage  under the Company's
Director's  & Officer's  liability  insurance  policy,  subject to the terms and
conditions contained therein.

     Section 5. TERMINATION.

     (a) NOTICE OF TERMINATION.

     (i) "Notice of  Termination"  shall mean a notice that shall  indicate  the
specific termination provision in this Agreement relied upon and shall set forth
in reasonable detail the facts and circumstances  claimed to provide a basis for
termination of the Executive's employment under the provisions so indicated.

     (ii) Any purported termination of the Executive's employment by the Company
or by the Executive  shall be  communicated  by written Notice of Termination to
the other party hereto in accordance with Section 10 hereof.

     (b) DATE OF TERMINATION. "Date of Termination" shall mean:

     (i) if the Executive's  employment is terminated because of death, the date
of the Executive's death, or

     (ii) if the Executive's  employment is terminated for any other reason, the
date specified in the Notice of Termination,  which shall not be a date prior to
the date such Notice of  Termination  is given or the expiration of any required
notice period.

     (c)  ACCRUED  AND  UNPAID  BENEFITS.   Following  the  termination  of  the
Executive's  employment  with the Company for any reason,  the  Executive  shall
receive:

     (i) any earned, but unpaid, Base Salary,

     (ii) any earned, but unpaid,  bonus for any Fiscal Year that ended prior to
the Fiscal Year in which the Date of Termination occurs,

     (iii) the cash equivalent of any accrued, but unused, vacation, and

     (iv) any accrued employee benefits,  subject to the terms of the applicable
employee benefit plans.

     The amounts payable under  subparagraphs  5(c)(i),  (ii) and (iii) shall be
paid within three (3) days following the Date of Termination.

     (d)  DEATH.  In the event  that the  Executive's  employment  hereunder  is
terminated by reason of the Executive's death, the Company shall pay the amounts
described in Section 5(c) above and all benefits  payable to the  Executive,  if
any, under the terms of the Company's  compensation and benefit plans,  programs
or arrangements.

     (e)  TERMINATION  FOR CAUSE.  The Company  may  terminate  the  Executive's
employment  under this  Agreement  for Cause (as defined  below) at any time, in
which  event,  any rights of the  Executive to  continued  employment  under the
Agreement shall thereupon cease.

     (i) As used herein,  termination  for "Cause" shall mean the  occurrence of
any of the following:

     (A) that  Executive  shall have been convicted of, or pleads guilty or nolo
contendere to, a felony involving theft or moral turpitude; or

     (B) that  Executive  shall have engaged in conduct that  constitutes  gross
neglect or willful gross misconduct (including  misappropriation or embezzlement
of property  of, or fraud with  respect to, the Company or its  subsidiaries  or
their affiliates) with respect to Executive's  employment duties,  which results
in material and demonstrable harm to the Company;  provided,  however,  that for
purposes of determining whether conduct constitutes willful gross misconduct, no
act on  Executive's  part  shall be  considered  "willful"  unless it is done by
Executive in bad faith and without  reasonable belief that his action was in the
best interests of the Company.

     (ii) Termination of Executive upon Disability  shall not constitute  Cause.
For this purpose, Executive's "Disability" shall mean, after giving to Executive
ninety (90) days' prior written  notice of its intention to terminate  Executive
therefor, Executive's illness or injury that substantially and materially limits
the Executive from performing each of the essential functions of the Executive's
job,  even with  reasonable  accommodation,  and he becomes  entitled to receive
disability  benefits under the Company's  long-term  disability  plan for exempt
employees.

     (f)  TERMINATION  OTHER THAN FOR  CAUSE.  The  Company  may  terminate  the
Executive's  employment under this Agreement without Cause at any time, in which
event,  any rights of the Executive to continued  employment under the Agreement
shall thereupon  cease. In the event of such a termination,  the Executive shall
be entitled to the severance benefits as provided in Section 6(a) hereof.

                                       2


     (g)  TERMINATION  BY  THE  EXECUTIVE.   The  Executive  may  terminate  his
employment hereunder voluntarily upon at least thirty (30) days' prior notice to
the Company.  If  Executive's  employment  is terminated by him for Good Reason,
such termination  shall be treated as a termination by the Company without Cause
under Section 5(f) and the Executive  shall be entitled to receive the severance
payment and related benefits as set forth in Section 6(a),  subject to his prior
execution of a release as set forth in Section 6(c).  For purposes  hereof,  the
term "Good Reason"  shall mean a termination  of employment by the Executive for
one or more of the following reasons:  without the Executive's  written consent,
(i) a material  reduction in the Executive's duties and  responsibilities,  (ii)
the  Executive's  removal as Chief Financial  Officer,  (iii) a reduction in the
Executive's  annualized  Base Salary below $225,000 or the Company's  failure to
pay  Executive  his Base  Salary  for more than 45  calendar  days,  or (iv) the
Company's or its successor's  requirement that Executive relocate to a principal
corporate office located more than seventy (70) miles from Madison, Georgia.

     Section 6. SEVERANCE.

     (a)  SEVERANCE   BENEFITS.   If  the  Company  terminates  the  Executive's
employment with the Company for any reason other than (i) the Executive's  death
or (ii) for Cause (a "Qualifying Termination"),  the Executive shall be entitled
to the following:

     (i) All amounts payable pursuant to Section 5(c);

     (ii) An amount  equal to  Executive's  then-current  annual  Base Salary in
effect at the time of the Qualifying Termination.  Such payment shall be made in
accordance  with the normal  payroll  practice of the Company  over the 12-month
period following the Date of Termination;

     (iii) the pro rata portion of Executive's bonus under the Annual Bonus Plan
for the fiscal  year in which the Date of  Termination  occurs  based on the pro
rata  portion of actual  increased  EBITDA  compared  to the total year  planned
increased  EBITDA versus  previous year earned up to the date of termination and
the number of full or  partial  months  worked in the  fiscal  year in which the
Executive's employment is terminated.

     (iv) Continued participation in the Company's welfare benefit plans, fringe
benefits,  and employee  perquisites for the 12-month  period  commencing on the
Date of Termination.

     (b) NO MITIGATION.  The Executive shall not be required to mitigate damages
with  respect  to  any  payments  made  pursuant  to  this  Agreement,   and  no
compensation  received  by  Executive  from  other  employment  with  respect to
services  rendered after the Date of Termination shall reduce the obligations of
the Company under this Agreement.

     (c) RELEASE OF EMPLOYMENT  CLAIMS.  The Executive agrees, as a condition to
receipt of the  payments  and  benefits  provided for in this Section 6, that he
will  execute a release  agreement,  in a form  attached  hereto as Exhibit  II,
releasing any and all claims arising out of the  Executive's  employment  (other
than claims to enforce the terms of this  Agreement,  claims as a stockholder or
optionholder of the Company and claims relating to the Executive's  rights under
any of the  Company's  incentive  compensation  and employee  benefit  plans and
programs to which he is entitled under this Agreement).

     Section 7. CONFIDENTIALITY; NON-COMPETITION.

     (a)  CONFIDENTIALITY.  "Confidential  Information"  shall  mean  non-public
information  about the Company and its  subsidiaries  or their  affiliates,  and
their  respective  clients and customers that is not disclosed by the Company or
its  subsidiaries for financial  reporting  purposes and that was learned by the
Executive in the course of his employment with the Company,  including,  without
limitation,   any  proprietary   knowledge,   trade  secrets,   data,  formulae,
information  and client and customer  lists and all papers,  resumes and records
(including  computer  records) of the  documents  containing  such  Confidential
Information. Confidential Information does not include information regarding the
Executive's own compensation and benefits.

     (i) The Executive  acknowledges  that in his employment with the Company he
will occupy a position of trust and confidence.  The Executive shall not, except
as may be required to perform his duties  hereunder or as required by applicable
law,  without  limitation  in time or until such  information  shall have become
public other than by the Executive's unauthorized disclosure, disclose to others
or use, whether directly or indirectly, any Confidential Information.

     (ii) The  Executive  acknowledges  that  all  Confidential  Information  is
specialized,  unique  in  nature  and of  great  value  to the  Company  and its
subsidiaries,  and that such Confidential  Information gives the Company and its
subsidiaries a competitive advantage.  The Executive agrees to deliver or return
to the Company,  at the  Company's  request at any time or upon  termination  or
expiration of his employment or as soon  thereafter as possible,  all documents,
computer tapes and disks,  records,  lists, data,  drawings,  prints,  notes and
written information (and all copies thereof) furnished by or on behalf of or for
the benefit of the Company and its  subsidiaries or their affiliates or prepared
by the Executive during the term of his employment by the Company, but excluding
documents relating to the Executive's own compensation and benefits.

                                       3


     (b) NON-COMPETITION. During the Executive's employment with the Company and
during the one (1) year period  commencing on the Date of  Termination,  if any,
the Executive shall not, directly or indirectly,  whether as owner,  consultant,
employee,  partner,  venturer,  agent,  through stock  ownership,  investment of
capital,  lending of money or property,  rendering of  services,  or  otherwise,
compete  with  the  Company  or any of its  affiliates  or  subsidiaries  in any
business in which any of them is engaged  while the  Executive is employed  with
Company (such  businesses are  hereinafter  referred to as the  "Business"),  or
assist,  become  interested  in or be  connected  with  any  corporation,  firm,
partnership, joint venture, sole proprietorship or other entity that so competes
with the Business. For purposes of this Agreement,  the parties acknowledge that
the term  "Business"  refers to the  operation of a  restaurant  concept that is
similar  to  the  restaurant  concepts  operated  by the  Company  or any of its
affiliates  or  subsidiaries.   For  purposes  of   illustration,   the  parties
acknowledge  that the  Company and its  affiliates  and  subsidiaries  currently
operate restaurant concepts known as (i) "Mexican Casual" and (ii) "Mexican Fast
Casual" and it is expected that the Company and its affiliates and  subsidiaries
will operate a restaurant concept known as "Grill Oriented Brew Pub." During the
one (1) year period  commencing  on the Date of  Termination,  the  restrictions
imposed  by this  Section  7(b)  shall  not apply to any  business  in which the
Company  or its  affiliates  and  subsidiaries  were not  engaged at the time of
termination of the Executive's employment hereunder or to any geographic area in
which the Company or its  affiliates  and  subsidiaries  were not engaged in the
Business at the time of termination.

     (c) NON-SOLICITATION OF EMPLOYEES.

     (i) The Executive recognizes that he will possess confidential  information
about other employees of the Company and its  subsidiaries  or their  affiliates
relating to their education,  experience,  skills,  abilities,  compensation and
benefits, and interpersonal  relationships with customers of the Company and its
subsidiaries or their affiliates.

     (ii) The Executive  recognizes  that the  information he will possess about
these other  employees is not generally  known,  is of substantial  value to the
Company and its  subsidiaries  in developing  their business and in securing and
retaining  customers,  and  will be  acquired  by him  because  of his  business
position with the Company and its subsidiaries.

     (iii) The Executive agrees that, during the Executive's employment with the
Company and during the two (2) year period commencing on the Date of Termination
he will not,  directly or  indirectly,  solicit or recruit  any  employee of the
Company  or its  subsidiaries  or  their  affiliates  for the  purpose  of being
employed by him or by any competitor of the Company on whose behalf he is acting
as an agent,  representative  or  employee  and that he will not convey any such
confidential  information or trade secrets about other  employees of the Company
and its subsidiaries or their affiliates to any other person. Any bulk mailings,
general  advertisements  or job  postings by any entity that  employs or engages
Executive  during the two (2) year  restricted  period shall not,  without more,
constitute a violation of Executive's obligations under this Section.

     (d) REMEDIES. In the event of a breach or threatened breach of this Section
7,  the  Executive  agrees  that the  Company  shall be  entitled  to apply  for
injunctive  relief in a court of  appropriate  jurisdiction  to remedy  any such
breach or threatened breach,  the Executive  acknowledging that damages would be
inadequate and insufficient.

     (e) SURVIVAL OF PROVISIONS.  The obligations  contained in Sections 6 and 7
shall survive the termination or expiration of the  Executive's  employment with
the  Company  and,  as  applicable,  shall be fully  enforceable  thereafter  in
accordance with the terms of this  Agreement.  If it is determined by a court of
competent  jurisdiction  in any  state  that any  restriction  in  Section  7 is
excessive in duration or scope or is  unreasonable  or  unenforceable  under the
laws of that state, it is the intention of the parties that such restriction may
be  modified  or amended by the court to render it  enforceable  to the  maximum
extent permitted by the law of that state.

     Section 8.  RELOCATION  EXPENSES.  The  Executive  shall be entitled to the
relocation benefits described in Schedule 1 hereto.

     Section 9. WITHHOLDING. The Company shall make such deductions and withhold
such  amounts  from  each  payment  made to the  Executive  hereunder  as may be
required from time to time by law, governmental regulation or order.

     Section  10.  NOTICES.  All  notices  and other  communications  under this
Agreement  shall  be in  writing  and  shall be  given  by  hand,  facsimile  or
first-class  mail,  certified or registered with return receipt  requested,  and
shall be deemed to have been duly  given upon  delivery  or three (3) days after
mailing or  twenty-four  (24) hours after  transmission  of a  facsimile  to the
respective persons named below:

                                      4


     (a) If to the Company:

                                    Avado Brands, Inc.
                                    Hancock At Washington
                                    Madison, GA 30650
                                    Attn:  General Counsel

     (b) If to the Executive:

                                    [To Come]

                                    With a copy to:

                                    [To Come]

     Either  party may change  such  party's  address for notices by notice duly
given pursuant hereto.

     Section  11.  DISPUTE  RESOLUTION;  ATTORNEYS'  FEES.  The  Company and the
Executive  agree  that  any  dispute  arising  as to  the  parties'  rights  and
obligations  hereunder,  other than with  respect to Section 7 hereof,  shall be
resolved by binding  arbitration  in  accordance  with the rules of the American
Arbitration  Association  for resolution of employment  disputes then in effect.
Each party shall have the right, in addition to any other relief granted by such
arbitrator  (or by any court with  respect  to relief  granted  with  respect to
Section 7 hereof), to reasonable attorneys' fees based on a determination by the
arbitrator  (or,  with respect to Section 7 hereof,  the court) of the extent to
which each party has prevailed as to the material issues raised in the dispute.

     Section 12.  GOVERNING  LAW. This  Agreement and the legal  relations  thus
created  between the parties hereto shall be governed by and construed under and
in  accordance  with the laws of the  State of  Georgia,  without  regard to its
conflicts of law principles.

     Section 13. TERMINATION OF PRIOR AGREEMENTS.  This Agreement terminates and
supersedes any and all prior agreements and  understandings  between the parties
with respect to the Executive's employment and compensation by the Company.

     Section 14. WAIVER; MODIFICATION.  Failure to insist upon strict compliance
with any of the terms,  covenants  or  conditions  hereof  shall not be deemed a
waiver  of  such  term,   covenant  or  condition,   nor  shall  any  waiver  or
relinquishment  of, or failure to insist upon strict  compliance with, any right
or power hereunder at any one or more times be deemed a waiver or relinquishment
of such right or power at any other time or times.  This Agreement  shall not be
modified in any respect except by a writing executed by each party hereto.

     Section  15.  ASSIGNMENT;  SUCCESSORS.  This  Agreement  is personal in its
nature and  neither of the  parties  hereto  shall,  without  the consent of the
other, assign or transfer this Agreement or any rights or obligations hereunder;
provided  that, in the event of the merger,  consolidation,  transfer or sale of
all or  substantially  all of the  assets  of the  Company  with or to any other
individual or entity or any similar event, this Agreement shall,  subject to the
provisions  hereof,  be binding upon and inure to the benefit of such  successor
and such  successor  shall  discharge and perform all the  promises,  covenants,
duties and obligations of the Company hereunder.

     Section  16.  SEVERABILITY.   In  the  event  that  a  court  of  competent
jurisdiction  determines  that any portion of this  Agreement is in violation of
any statute or public  policy,  only the portions of this Agreement that violate
such statute or public policy shall be stricken.  All portions of this Agreement
that do not violate any statute or public  policy  shall  continue in full force
and effect. Furthermore,  any court order striking any portion of this Agreement
shall modify the stricken  terms as little as possible to give as much effect as
possible to the intentions of the parties under this Agreement.

     Section 17. HEADINGS; INCONSISTENCY. Section headings in this Agreement are
included  herein for  convenience  of reference  only and shall not constitute a
part of this Agreement for any other purpose.  In the event of any inconsistency
between the terms of this Agreement and any form,  award,  plan or policy of the
Company, the terms of this Agreement shall control.

     Section 18.  COUNTERPARTS.  This Agreement may be executed in  counterparts
(including  counterparts delivered by facsimile),  each of which shall be deemed
an original,  but all of which taken together shall  constitute one and the same
instrument.

     Section  19.   REPRESENTATION  BY  COUNSEL;   INTERPRETATION.   Each  party
acknowledges  that it has had the  opportunity  to be  represented by counsel in
connection with this Agreement. Any rule of law or any legal decision that would
require  interpretation of any claimed ambiguities in this Agreement against the
party that drafted it has no application and is expressly waived.


                                      5




     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
its duly authorized officer and the Executive has hereunto signed this Agreement
as of the date indicated by the signature below.

                                            AVADO BRANDS, INC.


DATED:
        ----------------------------        ------------------------------
                                            Raymond P. Barbrick
                                            Chief Executive Officer



                                            EXECUTIVE


DATED:
        ----------------------------        ------------------------------
                                            Kurt Schnaubelt


                                      S-1