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Letter Agreement re: International Agreement, Domestic Agreement and Assignment and Amendment - Hearst Corp., Popeyes Famous Fried Chicken Inc. and A. Copeland Enterprises Inc.

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                         [LETTERHEAD OF KING FEATURES]

        September 17, 1981

        Burgess McCranie, Esq.
        Popeye's Famous Fried Chicken, Inc.
        1333 South Clearview Parkway
        Jefferson, La. 70121

                Re:  Agreement King Features Syndicate Division
                     of THE HEARST CORPORATION, and POPEYE'S
                     FAMOUS FRIED CHICKEN, INC., dated January 1,
                     1981 ("International Agreement").

                     Agreement King Features Syndicate Division 
                     of THE HEARST CORPORATION and A. COPELAND 
                     ENTERPRISES, INC., dated March 11, 1976
                     ("Domestic Agreement").

                     Assignment and Amendment King Features Syndicate
                     Division of THE HEARST CORPORATION, dated 
                     January 1, 1981 and referring to both the 
                     Domestic Agreement and the International 
                     Agreement ("Assignment and Amendment").

        Dear Mr. McCranie:

                With respect to the above captioned agreements dealing with the
        use of the POPEYE cartoon in connection with POPEYES restaurants, 
        DIVISION of THE HEARST CORPORATION ("King Features") have agreed:

1.      Paragraph 4 of the International Agreement shall continue to apply in
those countries ("Post Expiration Countries") wherein King Features owns or
controls the service mark in the Popeye character for restaurant services or if
the country does not permit service mark registrations then the trademark
registration for chicken food products on the date that copyright protection for
the original Popeye cartoon character in the United States expires ("Copyright
Expiration"). PFFC agrees to assist King Features in obtaining trademark and
service mark registrations for the POPEYE cartoon character in any country of
the world; however nothing herein requires PFFC to use the POPEYE cartoon
character as a trademark or service mark. No country shall be concerned a Post
Expiration Country unless King Features shall undertake to stop uses in such
country which are reported to King Features by     and PFFC and which uses
infringe the Popeye cartoon character as a mark for restaurant services and or
chicken food products. Further King Features and     PFFC agree that after the
Copyright Expiration the provisions of the second and third paragraphs of
Paragraph numbered 14 of the International Agreement will apply in the Post
Expiration Countries not only to claims adverse to PFFC's permitted uses
hereunder but also to the aforesaid infringing uses of the Popeye cartoon
character it being understood that King Features may delete any country from the
group of Post Expiration Countries at any time. After such Copyright Expiration,


2.      The indemnity in the first paragraph of Paragraph number 16 of the 
International Agreement extends to all of the activities of PFFC's franchisees 
or licensees so that King Features shall be indemnified and held harmless with 
respect to all such activities.

3.      Any credit available to PFFC under Paragraph 5 of the Assignment and 
Amendment may only be taken against royalties due King Features from gross sales
made under either the Domestic Agreement or the International Agreement prior to
January 1, 1986, and in no event are the use of such credits to affect the 
minimum royalty guarantee of one million United States Dollars ($1,000,000).

        Please indicate on the line provided below your confirmation of this 

        With good wishes,

                                        THE HEARST CORPORATION
                                        KING FEATURES SYNDICATE DIVISION

                                        BY: /s/ Joseph F. D'Angelo
                                           Joseph F. D'Angelo, President

                                        A.  COPELAND ENTERPRISES, INC.

                                        BY: /s/ Alvin C. Copeland
                                           Alvin C. Copeland, President

                                        POPEYES FAMOUS FRIED CHICKEN, INC.

                                        BY: /s/ Alvin C. Copeland
                                           Alvin C. Copeland, President