Put Option Agreement

Put Option Agreement



                                                                    EXHIBIT 10.5

THE PUT OPTION EVIDENCED BY THIS INSTRUMENT HAS NOT BEEN REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR UNDER THE SECURITIES LAWS OF ANY STATE, AND IS BEING OFFERED AND SOLD IN
RELIANCE ON AN EXEMPTION FROM THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF
SUCH LAWS. THE TRANSFERABILITY OF THE PUT OPTION IS SUBJECT TO RESTRICTIONS SET
FORTH IN THIS INSTRUMENT AND IMPOSED BY SUCH LAWS.


                              PUT OPTION AGREEMENT
                              --------------------
                                (John Sarkisian)

     This Put Option Agreement (this "Agreement") is made as of __________, 2000
by and between Sizzler International, Inc. ("Optionor") and FFPE Holding
Company, Inc. ("Optionee").  Unless the context otherwise indicates, capitalized
terms used herein shall have the meanings given them in Section 10 hereof.

                                    RECITALS
                                    --------

     A.   Optionor is a Delaware corporation having its principal place of
          business in Culver City, California.

     B.   Optionee is a Delaware corporation having its principal place of
          business in San Diego, California. John Sarkisian, an individual
          resident of California ("John"), is the holder of 77.78% and Tamara
          Sarkisian-Celmo, as trustee of the Tamara Sarkisian-Celmo Family Trust
          UTD 10/16/97 ("Tamara"), is the holder of 22.22% of the outstanding
          capital stock of Optionee.

     C.   Before the date hereof, Optionee was the holder of all of the
          outstanding units of membership interest in FFPE, LLC, a Delaware
          limited liability company (the "Units").

     D.   Pursuant to an LLC Membership Interest Purchase Agreement dated May
          23, 2000 between Optionee as Seller and Optionor as Purchaser (the
          "Purchase Agreement"), Optionee has sold 82% of the Units to Optionor.

     E.   As of the date hereof, Optionee continues to be the holder of 18% of
          the outstanding Units (the "Retained Units").

     F.   Pursuant to the Purchase Agreement, Optionor and Optionee have entered
          into this Agreement, under which Optionor agrees to grant to Optionee
          an option to sell up to 14 Retained Units (representing 77.78% of all
          of the Retained Units) to Optionor on the terms and conditions set
          forth in this Agreement. In this Agreement, such 14 Retained Units are
          referred to as the "Optioned Units."

                                      -1-


     G.   Pursuant to the Purchase Agreement, Optionor and Optionee have entered
          into a Put Option Agreement (Tamara Sarkisian-Celmo) dated as of even
          date herewith (the "Other Put Option Agreement"), under which Optionor
          has agreed to grant to Optionee an option to sell up to 22.22% of the
          Retained Units to Optionor on the terms and conditions set forth in
          the Other Put Option Agreement.

                                   AGREEMENT
                                   ---------

     1.   Grant and Acceptance. On the terms and conditions set forth in this
Agreement, (a) Optionor hereby grants to Optionee an option (the "Put Option")
to sell to Optionor the Optioned Units at the Option Exercise Price and (b)
Optionee hereby confirms its acceptance of the Put Option.

     2.   Option Exercise Price. The price per Unit at which Optionee shall be
entitled to sell any Optioned Units (the "Option Exercise Price") shall be the
dollar amount equal to the number obtained by dividing (A) the positive
difference, if any, between (1) the number obtained by multiplying the EBITDA of
FFPE, LLC for the Relevant Trailing 12 Month Period by the Applicable Multiple
and (2) the Current Debt of FFPE, LLC as of the end of such Relevant Trailing
12-Month Period by (B) all of the then outstanding Units.

          In determining the EBITDA for purposes of this Section, the parties
shall make any adjustments required by the Intercompany Accounting procedures
set forth on the EBITDA Adjustment Guidelines attached as Exhibit A.
                                                          ---------

     3.   Term. The term of the Put Option shall commence as of the date of the
grant thereof, which shall be the date hereof, and shall expire on the
Expiration Date. Upon the Expiration Date, the Put Option and this Agreement
shall become void and of no force or effect, and the parties shall have no
further rights or obligations under this Agreement, other than any liability for
any breach of the contract arising before the Expiration Date.

     4.   Exercisability.  The Put Option may be exercised by Optionee or any
Transferee thereof in accordance with this Agreement only during Year 3, Year 4
and Year 5 and Thereafter of the term hereof (the "Exercisability Period").  The
Put Option may be exercised in whole or in part.  However, Optionee shall be
entitled to no more than two exercises of the Put Option.  For purposes of the
foregoing sentence only, the exercise by Optionee of any put option under the
Other Put Option Agreement made during the Exercisability Period shall be
counted as an exercise under this Agreement.  Immediately after the exercise of
the second of two exercises during the Exercisability Period, the Put Option
shall cease to be exercisable.

     5.   Method of Exercise. The Put Option may be exercised only by Optionee.
The Put Option shall be exercised by written notice of exercise given by in
accordance with Section 18 hereof. Such notice (a "Notice of Exercise") shall
state that it is intended as an exercise under this Agreement and the number of
the Optioned Units being sold. The Put Option shall include the Optionee's
calculation of the sales price of the Units. To the extent that the Optionor
disagrees with the calculations provided by the Optionee, then Optionor

                                      -2-


shall give notice of such disagreement to the Optionee within 30 days. The
parties will use their reasonable efforts to resolve such disagreement. If the
Optionor gives such notice of objection and the parties fail to resolve such
objection within 30 days, then the issues in dispute will be submitted to a "Big
Five" accounting firm (the "Accountants") for resolution. If issues are
submitted to the Accountants for resolution, (i) each party will furnish to the
Accountants such work papers and other documents and information relating to the
disputed issues as the Accountants may request and are reasonably available to
that party, and will be afforded the opportunity to present to the Accountants
any material relating to the determination and to discuss the determination with
the Accountants; (ii) the determination by the Accountants, as set forth in a
notice delivered to both parties by the Accountants, will be binding and
conclusive on the parties; and (iii) the Optionee and the Optionor will each
bear 50% of the fees of the Accountants for such determination.

     6.   Sale Procedures.

          (a)  Upon the giving of a Notice of Exercise, Optionor shall thereupon
               become obligated to purchase the number of the Optioned Units
               stated in the Notice of Exercise from Optionee, subject only to
               delivery by Optionee of the instruments described in Section 6(b)
               hereof.

          (b)  The consummation of the purchase of such Optioned Units (the
               "Closing") shall take place at the principal executive offices of
               Optionor on such business day, not later than 90 days after the
               giving of the Notice of Exercise, as Optionor and Optionee may
               select.

          (c)  At the Closing, and upon the tender by Optionee of (i)
               certificates evidencing the Optioned Units being sold, duly
               endorsed in blank or accompanied by written instruments of
               transfer in form satisfactory to Optionor duly executed by the
               Optionee, free and clear of any Encumbrances, (ii) an Opinion of
               Counsel, and (iii) a Sellers' Certificate, Optionor shall deliver
               to Optionee the full amount of the Option Exercise Price, in
               cash, due hereunder with respect to the Optioned Units being
               sold.

     7.   Non-Transferability of Put Option.

          (a)  Except as otherwise provided herein, Optionee shall not Transfer
               the Put Option without the express prior written consent of
               Optionor, which consent may be withheld in Optionor's sole and
               absolute discretion, and the Put Option shall not be subject to
               execution, attachment or similar process. Any attempt to Transfer
               the Put Option, or to subject the Put Option to execution,
               attachment or similar process, other than in accordance with this
               Agreement shall be void ab initio.

          (b)  Optionee may Transfer the Put Option to any Affiliate, provided
               that the Optionee gives Optionor at least 30 days' prior written
               notice of such Transfer and the Transferee acquires the
               unexercised Optioned

                                      -3-


               Units, assumes in writing all of the obligations of Optionee
               under this Agreement, and acknowledges that the acceptance of the
               Put Option subject to all terms, conditions and restrictions
               hereof, a copy of which assumption and acknowledgement is
               provided to Optionor.

     8.   Representations and Warranties of Optionee.  Optionee represents and
warrants to Optionor, as of the date hereof and as of the date of any exercise
of the Put Option, that:

          (a)  The Optioned Units are duly authorized, validly issued, fully
               paid and non-assessable units of membership interest of FFPE,
               LLC.

          (b)  There are no outstanding subscriptions, options, warrants,
               rights, puts, calls, pre-emptive rights, commitments, conversion
               rights, rights of exchange, plans, or other agreements of any
               kind relating to the Optioned Units.

          (c)  Optionee is the sole beneficial owner and holder of record of all
               14 of the Optioned Units. The Optioned Units are free and clear
               of any Encumbrances. The delivery to Optionor of certificates
               evidencing the Optioned Units, duly endorsed in blank or
               accompanied by appropriate written instruments of transfer duly
               executed by Optionee, is sufficient to transfer to Optionor valid
               title thereto, free and clear of any Encumbrance.

          (d)  Optionee has the full individual capacity to enter into this
               Agreement and make any endorsement or execute and deliver any
               written instrument of transfer necessary to transfer the Optioned
               Units to Optionor.

          (e)  This Agreement has been duly executed and delivered by Optionee
               and is a valid and binding obligation of Optionee, enforceable
               against Optionee in accordance with its terms.

          (f)  No consent by any third party or governmental authority is
               required in connection with the execution or delivery by Optionee
               of this Agreement or the consummation of the sale of the Optioned
               Units to Optionor contemplated hereunder. The execution and
               delivery by Optionee of this Agreement and the sale of the
               Optioned Units to Optionor will not conflict with or result in
               any breach of or constitute a default under any agreement or
               instrument to which FFPE, LLC or Optionee is a party or by which
               its or Optionee's assets are bound.

          (g)  Optionee has acquired and will exercise the Put Option for its
               own account and not with a view to or sale in connection with any
               distribution of the security.

                                      -4-


          (h)  The grant of the Put Option under this Agreement was not
               accomplished by the publication of any advertisement.

          (i)  Optionee understands that the Put Option is subject to
               restrictions on transferability as set forth in this Agreement.
               Optionee understands that the Put Option has not been registered
               with the SEC under the Securities Act of 1933, as amended, or
               under the securities laws of any state, and has been issued by
               Optionor in reliance upon one or more exemptions from
               registration or qualification under such laws. Accordingly, the
               Put Option may not be transferred or resold by Optionee unless
               registered or qualified under such laws, or unless such transfer
               or resale is made pursuant to an available exemption from such
               registration or qualification.

     9.   Adjustments.  If outstanding Optioned Units subject to the Put Option
are increased, decreased or exchanged for or converted into cash, property
and/or a different number or kind of securities, or if cash, property and/or
securities are distributed in respect of such outstanding securities, in either
case as a result of a reorganization, merger or consolidation of FFPE, LLC, or
as a result of a recapitalization, reclassification, dividend by, or other
distribution, Unit split, reverse Unit split or the like involving, FFPE, LLC,
then Optionor shall make appropriate and proportionate adjustment in the number
and type of shares or other securities or cash or other property that may be
acquired upon the exercise in full of the Put Option, provided, however, that
any such adjustment shall be made without changing the aggregate Option Exercise
Price of the unexercised portion of the Put Option.

     10.  Definitions.  Capitalized terms used in this Agreement without
definition shall have the following meanings:

          (a)  "Affiliate" shall mean, with respect to a specified person, a
               person who controls, is controlled by or under common control
               with the specified person, and with respect to the Optionor,
               John, Tamara, or a trust in which Tamara or John are one or more
               of the beneficiaries.

          (b)  "Applicable Multiple" shall mean the average of (A) the Sizzler
               Multiple at the time of the exercise of the Put Option for which
               the Option Exercise Price is being determined and (B) either (i)
               eight (8) if such exercise is during Year 3, (ii) seven (7) if
               such exercise is during Year 4, or (iii) six (6) if such exercise
               is during Year 5 or Thereafter; provided, however, in no event
               shall the Applicable Multiple exceed nine (9) if such exercise is
               during Year 3, or eight (8) if such exercise is during Year 4, or
               seven (7) if such exercise is during Year 5 of Thereafter.

          (c)  "Change of Control" shall mean any Transfer of 20% or more of the
               issued and outstanding shares of capital stock of Optionee.

                                      -5-


          (d)  "Current Debt" of a company or division shall refer to the total
               debt (current and non-current) of such company or division,
               determined from the financial statements thereof prepared in
               accordance with GAAP.

          (e)  "EBITDA" of a company or a division for any period shall mean the
               earnings of the company or division for such period before
               interest, income taxes, depreciation and amortization of the
               company or division, other than non-recurring items, determined
               from financial statements of such company or division prepared in
               accordance with GAAP.

          (f)  "Encumbrances" shall mean any security interest, pledge,
               mortgage, hypothecation, lien, charge, encumbrance, adverse
               claim, preferential arrangement or restriction of any kind,
               including, without limitation, any pre-emptive rights, options,
               warrants, puts, calls, or restrictions on use, voting, transfer
               (other than restrictions under applicable securities laws),
               receipt of income or other exercise of any attributes of
               ownership.

          (g)  "Expiration Date" shall be the first to occur of (a) the tenth
               (10th) anniversary of the date of this Agreement or (b) the date
               of the sale of all of the remaining Optioned Units subject to
               this Agreement or (c) the date as of which the Put Option is no
               longer exercisable under this Agreement.

          (h)  "Fair Market Value" of a security on any day shall be equal to
               the last sale price, regular way, per unit of such security on
               such day or, in case no such sale takes place on such day, the
               average of the closing bid and asked prices, regular way, in
               either case as reported in the principal consolidated transaction
               reporting system with respect to securities listed or admitted to
               trading on the New York Stock Exchange or, if such security is
               not listed or admitted to trading on the New York Stock Exchange,
               as reported in the principal consolidated transaction reporting
               system with respect to securities listed on the principal
               national securities exchange on which such security is listed or
               admitted to trading or, if securities are not listed or admitted
               to trading on any national securities exchange, the last quoted
               price or, if not so quoted, the average of the high bid and low
               asked prices in the over-the-counter market, as reported by the
               National Association of Securities Dealers, Inc. Automated
               Quotations System ("NASDAQ") or such other system then in use or,
               if on any such date such security is not quoted by any such
               organization, the average of the closing bid and asked prices as
               furnished by a professional market maker making a market in such
               security selected by the Board of Directors of the corporation
               issuing such security. In all other cases, Fair Market Value
               shall be the value determined in good faith by such Board.

                                      -6-


          (i)  "GAAP" shall mean generally accepted accounting principles,
               consistently applied.

          (j)  "Opinion of Counsel" shall mean an opinion of Optionee's legal
               counsel, in form satisfactory to Optionor and dated as of the
               date of the sale of Optioned Units hereunder, to the effect that:
               (a) the Optioned Units are validly issued, fully paid and non-
               assessable units of membership interest of FFPE, LLC; (b)
               Optionee is the sole holder of record and beneficial owner of the
               Optioned Units; (c) the execution and delivery of the assignment
               instruments do not contravene any applicable provision of law;
               and (d) the Optioned Units have been validly assigned by Optionee
               to Optionor and, to the best of counsel's knowledge, are free and
               clear of any Encumbrance.

          (k)  "Permitted Transferee" shall mean an individual to whom the Put
               Option and the Optioned Units to which the Put Option relates
               have been transferred in accordance with Section 7(b) hereof. A
               Permitted Transferee shall be treated as Optionee for all
               purposes under this Agreement.

          (l)  "Relevant Trailing 12 Month Period" shall mean, with respect to
               the determination of the Option Exercise Price applicable to any
               exercise of the Put Option, the Optionor's thirteen (13)
               completed four-week accounting periods immediately preceding the
               exercise.

          (m)  "Sellers' Certificate" shall mean a written certificate signed by
               Optionee, in form satisfactory to Optionor and dated as of the
               date of any sale of Optioned Units hereunder, to the effect that
               the representations and warranties of Optionee set forth in
               Section 8(a), (b), (c), (d) and (f) of this Agreement are true
               and correct in all respects as of the date of the sale of any
               Optioned Units hereunder.

          (n)  "Sizzler Multiple" shall mean the number obtained by dividing (A)
               the sum of (1) the number obtained by multiplying (x) the Fair
               Market Value of a share of Optionor's common stock as of the end
               of the Relevant Trailing 12-Month Period and (y) the number of
               shares of Optionor's common stock outstanding as of such date and
               (2) the Current Debt of Optionor as of such date by (B) EBITDA of
               Optionor for the Relevant Trailing 12-Month Period.

          (o)  "Subsidiary" of a specified person shall mean any corporation or
               other entity, more than 50% of the stock or ownership interest of
               which is held by the specified person.

          (p)  "Transfer" shall mean sell, transfer, assign, convey, gift,
               pledge, hypothecate or dispose of in any way, whether by
               operation of law or

                                      -7-


               otherwise (other than to Optionor or its
               Subsidiaries), or any Change of Control.

          (q)  "Year 3" shall mean the period commencing on _____________, 2002
               and terminating on ____________, 2003.

          (r)  "Year 4" shall mean the period commencing on _____________, 2003
               and terminating on ____________, 2004.

          (s)  "Year 5 and Thereafter" shall mean the period commencing on
               _____________, 2004 and terminating on the Expiration Date.

     11.  Payment of Income Taxes.  If Optionor is required to withhold any
amount on account of federal, state or local tax (including, without limitation,
any income, FICA, disability insurance, or employment tax) imposed as a result
of the exercise of the Put Option, Optionee shall, concurrently with such
withholding, pay such amount to Optionor in full in cash.

     12.  Stockholder Rights.  Optionor shall not be entitled to vote, receive
dividends, or be deemed for any purpose the holder of any Optioned Units until
the Put Option shall have been duly exercised to sell such Optioned Units in
accordance with the provisions of this Agreement.

     13.  Expenses.  Except as otherwise express set forth herein, all fees and
expenses incurred in connection with this Agreement shall be paid by the party
incurring such costs or expenses.

     14.  Waiver of Compliance; Consents. Any failure by Optionor or Optionee to
comply with any obligation, covenant, agreement or condition herein may be
waived by Optionee or Optionor, as applicable, only by a written instrument
signed by the party granting such waiver, but such waiver or failure to insist
upon strict compliance with such obligation, covenant, agreement or condition
shall not operate as a waiver of, or estoppel with respect to, any subsequent or
other failure.

     15.  Governing Law. The interpretation and construction of this Agreement,
and all matters relating hereto, shall be governed by the laws of the State of
California applicable to contracts made and to be performed entirely within the
State of California by California residents without regard to California choice
of law principles.

     16.  Captions.  The Section captions used herein are for reference purposes
only, and shall not in any way affect the meaning or interpretation of this
Agreement.

     17.  Notices.  Any notice or other communications required or permitted
hereunder shall be sufficiently given if delivered in person or sent by telecopy
or by registered or certified mail, postage prepaid, addressed as follows:

                                      -8-


                 if to Optionor at:

                 Sizzler International, Inc.
                 6101 West Centinela Avenue
                 Culver City, California 90230
                 Attn:  Michael B. Green, Esq.
                 Tel:  (310) 568-0135
                 Fax:  (310) 568-8255

                 with a copy to its counsel at:

                 Pachulski, Stang, Ziehl, Young & Jones PC
                 10100 Santa Monica Boulevard Suite 1100
                 Los Angeles, California 90067
                 Attn:  David J. Barton, Esq.
                 Tel:  (310) 277-6910
                 Fax:  (310) 201-0760

                 and if to Optionee at:

                 FFPE Holding Company, Inc.
                 9823 Pacific Heights Blvd., Suite J
                 San Diego, California 92121
                 Attn:  John Sarkisian
                 Tel: 858-843-3266
                 Fax: 858-552-4930

                 and with a copy to each of the
                 following counsel at:

                 Sheppard, Mullin, Richter & Hampton, LLP
                 501 West Broadway, 19/th/ Floor
                 San Diego, California  92101-3598
                 Attn:  Richard L. Kintz, Esq.
                 Tel:  (619) 338-6500
                 Fax:  (619) 234-3815


or such other address or number as shall be furnished in writing by any such
party, and such notice or communication shall be deemed to have been given as of
the date so delivered, sent by telecopy or mailed.  Any notice, request, demand,
claim or other communication hereunder shall be deemed duly delivered to and
received by the party to whom it is directed three (3) business days after it is
sent by registered or certified mail, return receipt requested, postage prepaid,
or upon delivery via overnight courier service, in each case addressed to the
intended recipient as described above.  Any notice, request, claim, demand or
other communication given in any other

                                      -9-


manner shall only be deemed received by the intended recipient thereof upon such
recipient's actual receipt thereof.

     18.  Parties in Interest.  This Agreement may not be transferred, assigned,
sold, conveyed, pledged or hypothecated by any party hereto, other than by
operation of law.  This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and permitted
assigns.

     19.  Counterparts. This Agreement may be executed in two or more
counterparts, all of which taken together shall constitute one instrument.

     20.  Entire Agreement. This Agreement contains the entire understanding of
the parties hereto with respect to the subject matter contained herein and
therein. This Agreement supersedes the Letter of Intent between the parties
dated February 28, 2000 and all other prior agreements and understandings
(written or oral) between the parties with respect to such subject matter.

     21.  Amendments.  This Agreement may not be changed orally, but only by an
agreement in writing signed by the parties hereto.  Any provision of this
Agreement can be waived, amended, supplemented or modified by written agreement
of the parties hereto.

     22.  Third Party Beneficiaries.  Nothing contained in this Agreement shall
create any rights in, or be deemed to have been executed for the benefit of, any
person or entity that is not a party hereto or thereto or a successor or
permitted assign of such a party.

     23.  Severability.  In case any provision in this Agreement shall be held
invalid, illegal or unenforceable in a jurisdiction, such provision shall be
modified or deleted, as to the jurisdiction involved, only to the extent
necessary to render the same valid, legal and enforceable, and the validity,
legality and enforceability of the remaining provisions hereof shall not in any
way be affected or impaired thereby nor shall the validity, legality or
enforceability of such provision be affected thereby in any other jurisdiction.

     24.  Specific Performance. The parties hereto agree that irreparable damage
would occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached.
Accordingly, the parties further agree that each party shall be entitled to an
injunction or restraining order to prevent breaches of this Agreement and to
enforce specifically the terms and provisions hereof in any court of the United
States or any state having jurisdiction, this being in addition to any other
right or remedy to which such party may be entitled under this Agreement, at law
or in equity.

                                      -10-


     25.  Principles of Construction.

          (a)  All references to sections, schedules and exhibits are to
               sections, schedules and exhibits in or to this Agreement unless
               otherwise specified.

          (b)  The words "hereof", "herein" and "hereunder" and words of similar
               import when used in this Agreement shall refer to this Agreement
               as a whole and not to any particular provision of this Agreement.

          (c)  The words "include", "includes" and "including" shall be deemed
               to be followed by the phrase "without limitation", unless already
               expressly followed by such phrase or the phrase "but not limited
               to".

          (d)  All references to "U.S. dollars" or "$" shall be deemed
               references to lawful money of the United States of America.

          (e)  All accounting terms not specifically defined herein shall be
               construed in accordance with generally accepted accounting
               principles in the United States of America.

          (f)  All words importing any gender shall be deemed to include the
               other genders.

          (g)  All references to statutes are to be construed as including all
               statutory provisions consolidating, amending or replacing the
               statute referred to.

          (h)  Unless otherwise specified, references to agreements and other
               contractual instruments shall be deemed to include all subsequent
               amendments, modifications and supplements thereto.

          (i)  Each party has reviewed and commented upon this Agreement and,
               therefore, the rule of construction requiring that any ambiguity
               be resolved against the drafting party shall not be employed in
               the interpretation of this Agreement.

     27.  Further Assurances. Each party agrees to promptly provide the other
party with such information as is necessary to make the computations required
hereunder and to effectuate the purposes of this Agreement.

                                      -11-


     IN WITNESS WHEREOF, Optionor and Optionee have entered into this Option
Agreement in ___________, California as of the day and year first written.

                         "OPTIONOR":

                         Sizzler International, Inc.

                         By:  _________________________
                         Its:  _________________________

                         By:  _________________________
                         Its:  _________________________


                         "OPTIONEE":

                         FFPE Holding Company, Inc.

                         By:  _________________________
                         Its:  _________________________

                         By:  _________________________
                         Its:  _________________________

                                      -12-


                                   EXHIBIT A
                                   ---------

                          EBITDA ADJUSTMENT GUIDELINES

The parties acknowledge that a substantial portion of the value of the Put
Option may be related to the Units of the Membership Interests of FFPE, LLC (the
"Company").  Therefore, Optionor and Optionee have agreed upon the following
EBITDA Adjustment Guidelines:

1.   Intercompany Accounting.  During the term of the Put Option, for
     ------------------------
purposes of determining the Option Exercise Price, the EBITDA of the Company
shall be adjusted to eliminate any impact adverse to Optionee of any of the
following items, unless such item is agreed to by Optionee in the Agreement or
otherwise:

     (a)  Any charge or allocate any corporate overhead services or similar
          items (collectively, "Overhead Charges");

     (b)  Any charge to the Company for any costs related to the Optionor's
          acquisition of the Company, including, but not limited to: acquisition
          expenses, legal expenses, investment banking and similar expense;

     (c)  Any non-recurring or extraordinary charges other than attributed to
          the Company during the term of the Put Option from any source;

     (d)  Any subsequent change to the reserves of the Company established at
          the Closing (as defined in the Agreement); and

     (e)  The 2% management fee, if any, paid or payable to Optionor permitted
          in Section 6.5 of the limited liability company agreement of the
          Company.

2.   Corporate Services.  During the term of the Put Option, in the event that
    -------------------
Optionor can provide needed goods and services at a price and terms equal to or
less than the price and terms offered by and at a quality level equal to that of
unaffiliated third parties, then such goods and services shall be acquired from
Optionor.


3.   Volume Discounts. During the term of the Put Option, Optionor shall not
     -------------------
charge the Company for any volume purchasing discounts that the Company is able
to recognize as a result of the joint purchasing power of Optionor and the
Company.

4.   Consent.  For purposes of these Guidelines, the agreement of John Sarkisian
     -------
shall be conclusively presumed to be the agreement of the Optionee and of the
Shareholders.

                                      -1-

                                   Exhibit A
                                   ---------