STATE OF LOUISIANA 

PARISH OF JEFFERSON 

        KNOW ALL MEN BY THESE PRESENTS, that:

        WHEREAS, Alvin C. Copeland ("Alvin"), Gilbert E. Copeland ("Gilbert"), 
Mary L. Copeland ("Mary"), Catherine Copeland ("Catherine") and Russell J. Jones
("Russell") are now the sole owners of the basic recipe and formula used in the 
preparation of a spicy fried chicken commonly known as Popeyes Famous Fried 
Chicken ("Popeye Formula"), said ownership being in the following proportions:


                                      
                   Alvin                 80.000%
                   Mary                   5.334%
                   Gilbert                8.666&
                   Catherine              4.000%
                   Russell                2.000%
                                         -------
                          TOTAL         100.000%


        WHEREAS, pursuant to oral agreements with A. Copeland Enterprises, Inc. 
("ACE") and its wholly-owned subsidiary, Popeyes Famous Fried Chicken, Inc. 
("PFFC"), Alvin granted ACE the right to use the Popeye Formula and granted PFFC
the right to license others to use the Popeye Formula, and 

        WHEREAS, the parties hereto desire to confirm the prior oral agreements 
referred to in the preceding paragraph and to enter into a written license 
agreement;

        NOW, THEREFORE, for and in consideration of the premises and mutual 
undertakings hereinafter set forth, Alvin, Mary, Gilbert, Catherine, Russell, 
ACE and PFFD do hereby agree as follows:

        (1)     Alvin warrants that the Popeye Formula, and detailed 
                instructions with respect thereto, have been committed to 
                writing and have been deposited in a safety deposit box at First
<PAGE>
 
                Progressive Bank, 1501 Veterans Memorial Boulevard, Metairie, 
                Louisiana.  In the event of the unavailability, incapacity or 
                death of Alvin, arrangements have been made that one of the 
                senior officers of ACE will always be in a position to gain 
                access to the Popeye Formula so that it will always be available
                to ACE and PFFC.

        (2)     Alvin, Mary, Gilbert, Catherine and Russell ("Grantors") hereby 
                license and grant to ACE, its successors and assigns, the 
                exclusive right to use the Popeye Formula in the United States 
                of America and all foreign countries, in stores owned or 
                operated by ACE or any subsidiary of ACE, subject only to the 
                rights of PFFC as hereafter set forth.

        (3)     ACE shall pay to Grantors a royalty for the use of the Popeye 
                Formula, computed at the rate of one and one-half (1.5%) per 
                cent on gross receipts from all items sold, less the direct 
                sales taxes paid or owed with respect thereto, at all stores 
                owned or operated by ACE or any subsidiary of ACE.

        (4)     Grantors hereby license and grant to PFFC, its successors and 
                assigns the exclusive right to license others, except ACE or any
                subsidiary of ACE, to use the Popeye Formula in the United 
                States of America and all foreign countries, subject only to the
                rights of ACE as hereinabove set forth, and Grantors herewith 
                ratify and confirm all previous licenses granted by PFFC.

        (5)     With respect to any store operated pursuant to a Franchise 
                Agreement from PFFC or any subsidiary 
<PAGE>
 
                thereof PFFC shall pay to Grantors a royalty of one-half of one
                (0.5%) per cent on the gross receipts from all items sold, less
                the direct sales taxes paid or owed with respect thereto, from
                all such stores.

        (6)     The royalties hereinabove set forth shall be paid on or before 
                the 10th day after the close of each month.  Grantors or anyone 
                designated in writing by any of them shall have the right to 
                examine the books and records of ACE and PFFC or any subsidiary 
                of either, at reasonable times, to such limited extent as may be
                necessary to determine the accuracy or inaccuracy of the royalty
                being paid.

        (7)     ACE and PFFC specifically covenant and agree to maintain as 
                strictly confidential and secret, and not to disclose to anyone,
                any or all information obtained or received from Alvin relating 
                to the Popeye Formula.

        (8)     During the life of this agreement, Alvin shall not disclose to 
                any party, other than designated representatives of ACE or PFFC,
                the Popeye Formula or anything related thereto.

        (9)     Alvin has disclosed to ACE certain secret methods, secret 
                formulas and secret "know-how" used in connection with Popeyes 
                Famous Fried Chicken restaurants, including and without 
                limitation the following:

                        A unique system relating to the opening and operating of
                restaurants specializing in the preparation and sale of highly 
                spiced chicken made with a unique spice and batter formula and 
                other 
<PAGE>
 
                related menu items utilizing confidential food formulas (the
                "POPEYES Famous Fried Chicken System"), the distinguishing
                characteristics of which include, without limitation, the name
                POPEYES Famous Fried Chicken; other confidential food formulas
                and recipes used in the preparation of other food products,
                specialized menus; specially designed buildings; interior and
                exterior layouts, unique trade dress and other identification
                schemes ("Indicia of Origin"); standards and specifications for
                equipment, equipment layouts, products, operating procedures and
                management programs.

        (10)    The Popeye Formula, for which royalty is being paid pursuant to 
                Paragraphs 3 and 5 above, was developed prior to the 
                incorporation of ACE.  The items referred to in Paragraph 9 
                above were substantially developed after the incorporation of 
                ACE and have always been the property of ACE.  So that there 
                will be a written record, Grantors ratify and confirm the 
                ownership of ACE of all of the items referred to in Paragraph 9,
                it being specifically understood that this ratification and 
                confirmation of ownership does not apply to the Popeye Formula.

        (11)    If Alvin makes, develops, or invents improvements in methods 
                relating to the production of the Popeye Formula or has or 
                hereafter acquires additional secret recipes for products 
                suitable for use in POPEYES Famous Friend Chicken restaurants, 
                such improvements and new recipes shall be promptly disclosed by
                Alvin to ACE and PFFC and shall be included herein without any 
                alteration in royalty 
<PAGE>
 
                payments.

        (12)    Mary, Gilbert, Catherine and Russell stipulate and agree that 
                Alvin knows the entire Popeye Formula and is in the best 
                position to determine how and for what consideration it should 
                be licensed.  Therefore, Mary, Gilbert, Catherine and Russell do
                hereby give and grant to Alvin, his assigns, his succession 
                representative or anyone designated by him in his last will and 
                testament, for the mutual benefit of all owners of the Popeye 
                Formula, the absolute and irrevocable right, exercisable by 
                Alvin, in their sole discretion to (i) reduce the royalty 
                payments due by ACE or PFFC or any successor or assignee of 
                either, (ii) grant a moratorium on royalty payments due by ACE 
                or PFFC or any successor or assignee of either, (iii) terminate 
                either or all royalty payments, (iv) change the time at which 
                either or all royalty payments are made or (v) make any other 
                arrangement including and without limitation the lease or sale 
                thereof with any person, firm or corporation for the use of the 
                Popeye Formula, including the sale or transfer of ownership of 
                the entire Popeye Formula to any third person or corporation, 
                not related in any manner to Alvin, for cash, notes, stock or 
                any combination thereof.  Additionally, Mary, Gilbert, Catherine
                and Russell agree to execute any and all documents presented to 
                them for the purpose of accomplishing the foregoing, and, in the
                event they are unwilling or unable for any reason to execute 
                such documents, they hereby appoint Alvin their agent, which 
                agency is coupled with an interest, for the purpose of executing
                any 
<PAGE>
 
                and all documents necessary or desirable to accomplish such 
                purpose.  The sole and only restriction upon Alvin, his assigns,
                succession representative or anyone designated by him in his 
                last will and testament in relation to the Popeye Formula is 
                that if any when any cash, notes, stock or other consideration 
                or any combination thereof is received by Alvin or available by 
                virtue of the ownership of the Popeye Formula, 20% thereof will 
                be delivered or paid to Mary, Gilbert, Catherine and Russell in 
                their respective proportions at the same time Alvin receives 
                same.

        (13)    This agreement shall be subject to termination by Grantors or
                ACE or PFFC upon default by the other party in the performance
                of any of the terms, conditions, or covenants of this agreement
                and failure to remedy said default within thirty (30) days after
                written notice or demand, except that the rights of any third
                person holding under any franchise agreement from PFFC, its
                successors or assigns shall not be prejudiced by any such
                termination. Termination of this agreement in any manner shall
                not discharge the liability for royalty accrued or unpaid at the
                time of such termination.

        (14)    This agreement shall remain in full force and effect unless 
                otherwise cancelled as provided in Paragraph 13 above, as long 
                as ACE or any subsidiary thereof or any franchisee of PFFC, its 
                successors or assigns, is using the Popeye Formula, it being 
                understood that a default or termination by ACE shall not 
                entitle Grantors to terminate 
<PAGE>
 
                PFFC and, similarly, a default or termination by PFFC shall not
                entitle Grantors to terminate ACE.

        IN WITNESS WHEREOF, the parties have executed this agreement at New 
Orleans, Louisiana, effective as of the 2nd day of July, 1979.

WITNESSES:

/s/    
----------------------------                /s/ Alvin C. Copeland
/s/                                         ---------------------------
----------------------------                Alvin C. Copeland 

/s/    
----------------------------                /s/ Mary L. Copeland
/s/                                         ----------------------------
----------------------------                Mary L. Copeland 

/s/    
----------------------------                /s/ Gilbert E. Copeland
/s/                                         ----------------------------
----------------------------                Gilbert E. Copeland 

/s/    
----------------------------                /s/ Catherine Copeland
/s/                                         ----------------------------
----------------------------                Catherine Copeland 

/s/    
----------------------------                /s/ Russell J. Jones
/s/                                         ----------------------------
----------------------------                Russell J. Jones 


                                            A. COPELAND ENTERPRISES, INC.

/s/    
----------------------------                By: /s/ W. Ronald Lewis
/s/                                            -------------------------
----------------------------                   W. Ronald Lewis 
                                               Vice President 



                                            POPEYES FAMOUS FRIED CHICKEN, INC. 

/s/    
----------------------------                By: /s/ W. Ronald Lewis
/s/                                            -------------------------
----------------------------                   W. Ronald Lewis 
                                               Vice President 

Source: OneCLE Business Contracts.