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                                                                   EXHIBIT 10(t)




                               SECOND AMENDMENT TO
                           J. ALEXANDER'S CORPORATION
                          EMPLOYEE STOCK OWNERSHIP PLAN
                 (AS AMENDED AND RESTATED AS OF JANUARY 1, 1997)


         WHEREAS, effective as of January 1, 1992, Volunteer Capital Corporation
(which subsequently changed its name to J. Alexander's Corporation), a Tennessee
corporation (the "Company"), established the Volunteer Capital Corporation
Employee Stock Ownership Plan (the "Plan") to enable its eligible employees to
share in the growth and prosperity of the Company; and

         WHEREAS, the name of the Plan was subsequently changed to be J.
Alexander's Corporation Employee Stock Ownership Plan; and

         WHEREAS, the Company restated the Plan, effective January 1, 1997 (the
"1997 Restatement"), and amended the 1997 Restatement to make changes required
as a result of Federal tax legislation; and

         WHEREAS, the Company desires to amend the Plan to incorporate changes
required by the final regulations promulgated under Section 401(a)(9) of the
Internal Revenue Code of 1986, as amended (the "Code").

         NOW, THEREFORE, in consideration of the premises, effective as of
January 1, 2003, the Company hereby amends the 1997 Restatement of the Plan in
the following respects:

         1. A new Section 2.1(v') is added, which shall read as follows:


                  (v') Distribution Calendar Year. Distribution Calendar Year is
                  a calendar year for which a minimum distribution is required
                  pursuant to Section 6.1(e) and Section 401(a)(9) of the Code.

         2. A new Section 2.1(ii') is added which shall read as follows:


                  (ii') 401(a)(9) Account Balance. The Account balance as of the
                  last Valuation Date in the calendar year immediately preceding
                  the Distribution Calendar Year (the "Valuation Calendar Year")
                  increased by the amount of any contributions made and
                  allocated or forfeitures allocated to the Account balance as
                  of dates in the Valuation Calendar Year after the Valuation
                  Date and decreased by distributions made in the Valuation
                  Calendar Year after the Valuation Date. The 401(a)(9) Account
                  Balance for the Valuation Calendar Year includes any amounts
                  rolled over or transferred to the Plan either in the Valuation
                  Calendar Year or in the Distribution Calendar Year if
                  distributed or transferred in the Valuation Calendar Year.



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         3. A new Section 2.1(ww') is added, which shall read as follows:


                  (ww') Required Beginning Date. The date specified in Section
                  6.1(e) hereof for commencement of distributions to
                  Participants during their lifetime.


         4. A new Section 2.1(ddd') is added which shall read as follows:


                  (ddd') Valuation Calendar Year. The calendar year immediately
                  preceding the Distribution Calendar Year.

         5. Section 6.1(b) is amended to provide as follows:


                           (b) Death or Disability. Distribution shall occur no
                  later than the end of the 60-day period after the close of the
                  Plan Year in which occurs a Participant's Disability Benefit
                  Date or in which a Participant terminates employment with the
                  Employer (or a Former Participant's employment with an
                  Affiliated Company) by reason of his death. If the Participant
                  dies before the date distributions begin, distribution of the
                  Participant's Account balance must be completed by December 31
                  of the calendar year containing the fifth (5th) anniversary of
                  the Participant's death.


         6. Section 6.1(e) is amended to provide as follows:


                  (e) Age 70 1/2. The requirements of this Section 6.1(e) are
                  effective January 1, 2003, and shall take precedence over any
                  inconsistent provisions of the Plan. The Required Beginning
                  Date is the date distribution is required to commence pursuant
                  to this paragraph and shall be applicable to all Participants
                  during their lifetimes, subject to earlier commencement of
                  distributions as may be otherwise required pursuant to Section
                  6.1(a), (b) or (c). Except for a 5-Percent Owner, distribution
                  shall commence not later than the April 1 next following the
                  later of the calendar year in which a Participant attains age
                  70 1/2 or the calendar year in which he retires. For a
                  5-Percent Owner, distribution shall commence not later than
                  the April 1 next following the calendar year in which such
                  Participant attains age 70 1/2 whether or not he remains in
                  the employ of the Employer. A Participant who was receiving
                  distributions pursuant to this Section 6.1(e) as of January 1,
                  1997, who has not retired and who is not a 5-Percent Owner
                  shall continue to receive minimum distributions calculated as
                  provided below in this Section 6.1(e) until such Participant
                  retires; provided, however, that such a Participant who is not
                  a 5-Percent Owner may elect to cease receiving such
                  distributions until the April 1 next following the calendar
                  year in which such Participant retires.


                           Distributions to a Participant who has attained age
                  70 1/2 and who is receiving minimum distributions pursuant to
                  the immediately preceding paragraph shall be made in
                  accordance with Treasury Regulations under Section 401(a)(9)
                  of the Code (the "Treasury Regulations"). A Distribution
                  Calendar Year is a calendar year for which a minimum
                  distribution is required pursuant to this



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                  Section 6.1(e) and Section 401(a)(9) of the Code. For
                  distributions beginning before the Participant's death, the
                  first Distribution Calendar Year is the calendar year
                  immediately preceding the calendar year which contains the
                  Participant's Required Beginning Date and the last
                  Distribution Calendar Year is the calendar year that includes
                  the Participant's date of death. The required minimum
                  distribution for such Participant's first Distribution
                  Calendar Year must be made on or before the Participant's
                  Required Beginning Date. The required minimum distribution for
                  other Distribution Calendar Years, including the required
                  minimum distribution for the Distribution Calendar Year in
                  which the Participant's Required Beginning Date occurs, must
                  be made on or before December 31 of that Distribution Calendar
                  Year.


                           During the Participant's lifetime, the minimum amount
                  which must be distributed for each Distribution Calendar Year
                  is the lesser of:


                                    (1) the quotient obtained by dividing the
                           Participant's 401(a)(9) Account Balance by the
                           distribution period in the Uniform Lifetime Table set
                           forth in Section 1.401(a)(9)-9 of the Treasury
                           Regulations, using the Participant's age as of the
                           Participant's birthday in the Distribution Calendar
                           Year; or


                                    (2) if the Participant's sole designated
                           Beneficiary for the Distribution Calendar Year is the
                           Participant's spouse, the quotient obtained by
                           dividing the Participant's 401(a)(9) Account Balance
                           by the number in the Joint and Last Survivor Table
                           set forth in Section 1.401(a)(9)-9 of the Treasury
                           Regulations, using the Participant's and spouse's
                           attained ages as of the Participant's and spouse's
                           birthdays in the Distribution Calendar Year.

                  Upon death of the Participant after distributions have
         commenced pursuant to this Section 6.1(e), the remaining amount in the
         Participant's Account on the regular Valuation Date next preceding the
         date of the Participant's death (unless a different Valuation Date is
         designated pursuant to Section 6.1) shall be payable in a single
         lump-sum payment to the Beneficiary as designated pursuant to Section
         6.9. This amount must be distributed by December 31 of the calendar
         year immediately following the calendar year in which the death of the
         Participant occurred.


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         IN WITNESS WHEREOF, J. Alexander's Corporation has caused this Second
Amendment to the 1997 Restatement of the Plan to be executed this 30th day of
December, 2003, effective as of January 1, 2003, by its duly authorized
officers.


                                          J. ALEXANDER'S CORPORATION


                                          By /s/ Mark A. Parkey
                                             -----------------------------------
                                          Title: Vice President and Controller
                                                --------------------------------

ATTEST:

/s/ Janice Jackson
---------------------------





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