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                                                                     EXHIBIT 4.2



                                 PROMISSORY NOTE

$_____________                  DECEMBER __, 1999           NASHVILLE, TENNESSEE

         FOR VALUE RECEIVED, the undersigned Maker promises to pay to the order
of J. Alexander's Corporation ("Holder") the principal amount of
$_______________________, with interest thereon, as set forth on the attached
Exhibit A, principal and interest being due and payable in accordance with the
payment schedule set forth on Exhibit A. Both principal and interest shall be
negotiable and payable in lawful money of the United States of America, without
offset, at ____________________ or such other place as the Holder may designate
in writing. In no event shall the interest payable in respect of the
indebtedness evidenced hereby exceed the maximum rate of interest from time to
time allowed to be charged by applicable law (the "Maximum Rate"). Interest
shall be calculated on the basis of a 360-day year and the actual number of days
elapsed, to the extent permitted by applicable law.

         The entire unpaid balance of principal and interest then outstanding
shall become due and payable in full on December 31, 2006. Interest shall
continue to accrue at the applicable rate on any overdue principal and, to the
extent permitted by law, overdue interest from the due date thereof and shall be
due and payable on demand. The principal balance may be prepaid, in whole or in
part, at any time or from time to time without penalty. Any prepayment shall
include interest to the date it is made. All payments in respect of the
indebtedness evidenced hereby shall be applied to principal, accrued interest
and charges and expenses owing under or in connection with this Note in such
order as Holder elects, except that payments shall be applied to accrued
interest before principal.

         Maker acknowledges that the indebtedness represented by this Note was
incurred to enable Maker to acquire shares of J. Alexander's Corporation common
stock $.05 par value per share, ("Common Stock") pursuant to J. Alexander's
Corporation 1999 Loan Program (the "Program"). If any shares of Common Stock
acquired by Maker under the Program (including Special Stock Bonus Awards or
Restricted Stock Awards, as defined in the Program) (collectively the "Shares")
are sold, pledged (other than to the Holder) or otherwise transferred (each a
"Transfer"), the interest rate on this Note will be adjusted as of the date of
Transfer to an annual rate (the "Disposition Rate") equal to the lesser of (a)
the Maximum Rate, or (b) the then Prime Rate as announced by Bank of America,
N.A. plus 7% . Maker will be required to begin immediately to make payments
under this Note pursuant to a new Exhibit A which will be provided to Maker by
Holder within thirty (30) days of the date of Transfer, and which Exhibit will
provide for regular payments in an amount sufficient to fully repay this Note at
the Disposition Rate in substantially equal installments by December 31, 2006.
The next payment which would otherwise be due will be immediately due and
payable and the remaining quarterly payment amounts will be increased to reflect
the Disposition Rate. If Maker withdraws any of the Shares from his or her
account with the Investing Broker (as defined in the Program), Maker must make
arrangements satisfactory to Holder regarding the registration and/or custody of
the share certificates so that the Holder can determine the interest rate


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applicable to this Note; a failure to make such arrangements will result in the
interest rate and payment terms being adjusted as described above.

         In the event Maker receives from J. Alexander's Corporation bonus
compensation in addition to his or her base salary, that amount of then
outstanding principal equal to 30% of such bonus shall become immediately due
and payable and the remaining quarterly payments will be decreased to reflect
the decrease in the amount of principal outstanding.

         This Note and all accrued but unpaid interest will become due and
payable at the option of the Holder in the event of (i) the failure by Maker to
make any payment when due; (ii) Maker's insolvency, application for appointment
of receiver, filing of a petition under any bankruptcy law or the making of an
assignment for the benefit of creditors; (iii) Maker's death or disability or
(iv) termination of employment with J. Alexander's Corporation or its
subsidiaries, whether voluntary or involuntary, except that if, at the time of
termination, Maker pledges the Shares or provides other collateral acceptable to
Holder to secure this Note, Holder will not cause this Note to become due and
payable before 90 days following such termination. Any failure of the Holder to
exercise such option shall not be deemed a waiver of the right to exercise the
same in the event of any subsequent event triggering such option.

         To the extent permitted by applicable law, Maker shall pay to Holder a
late charge equal to five percent (5%) of any payment hereunder that is not
received by Holder within five (5) days of the date on which it is due, in order
to cover the additional expenses incident to the handling and processing of
delinquent payments; provided, however, that no late charge will be imposed on
any payment made on time and in full solely by reason of any previously accrued
and unpaid late charge; and provided further that nothing in this paragraph
shall be deemed to waive any other right or remedy of Holder by reason of
Maker's failure to make payments when due hereunder.

         To the fullest extent permitted by law Maker (i) waives presentment,
protest and notice of dishonor; (ii) waives to the extent permitted by law the
right to claim any homestead or similar exemption as to the debt evidenced by
this Note; (iii) agrees to pay all collection expenses, including reasonable
attorney fees and court costs, incurred in the collection of this Note or any
part hereof and (iv) agrees that any action to collect this Note or any part
hereof may be instituted and maintained in a court having appropriate
jurisdiction and located in the City of Nashville, or County of Davidson,
Tennessee (the undersigned hereby irrevocably submitting, to the fullest extent
permitted by law, to personal jurisdiction in such locations for these
purposes).

         Notwithstanding anything to the contrary contained herein, in no event
whatsoever shall the aggregate amounts charged or collected as interest on this
Note exceed the Maximum Rate. In the event that a court determines that the
Holder has charged or received interest hereunder in excess of the Maximum Rate,
the rate in effect hereunder shall automatically be reduced to the Maximum Rate
and the Holder shall promptly refund to Maker any interest received by Holder in
excess of the Maximum Rate or, at Holder's option, Holder shall apply such
excess to the principal balance of this Note.

         If any provision hereof is invalid or unenforceable in any
jurisdiction, then, to the fullest


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extent permitted by law, (i) the other provisions hereof shall remain in full
force and effect and shall be liberally construed in order to carry out the
intentions of the parties as nearly as may be possible and (ii) the invalidity
or unenforceability of any provision hereof in any jurisdiction shall not affect
the validity or enforceability of such provision in any other jurisdiction.

         This Note has been negotiated, executed and delivered in the State of
Tennessee, and is intended as a contract under and shall be construed and
enforceable in accordance with the laws of Tennessee, without application of
Tennessee conflicts of laws rules, except to the extent that federal law may
govern the Maximum Rate.

         As used herein, the terms "Maker" and "Holder" shall be deemed to
include their respective successors, legal representatives and assigns, whether
by voluntary action of the parties or by operation of law.

         IN WITNESS WHEREOF, the undersigned Maker has caused this Note to be
executed as of the date first above written.



                                      Maker:
                                             -----------------------------------


                                             -----------------------------------
                                             (Print Name)
