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                                                                    EXHIBIT 10.6

                       CERTIFICATE REGARDING MANAGEMENT


     The undersigned, as of this day _____ of December, 2000, individually, and
in the capacity as the _____________ of SIZZLER USA, INC., a Delaware
corporation, SIZZLER USA RESTAURANTS, INC., a Delaware corporation, and SIZZLER
USA REAL PROPERTY, INC., a Delaware corporation (collectively, the "Borrower"),
which Borrower owns and operates Sizzler's Restaurants, as more particularly
described on Exhibit A (the "Property"), in order to induce HELLER FINANCIAL
LEASING, INC., a Delaware corporation ("Lender"), to extend a loan to the
Borrower (the "Loan") evidenced by a note and secured by, among other things, a
first priority mortgage encumbering the fee estate and interest of the Borrower
in the Property, DOES HEREBY CERTIFY to Lender, its successors and assigns, that
no third-party manager (a "Manager") manages or operates the Property and that
no written or oral management agreement exists between Borrower and any Manager,
nor does Borrower pay any Manager any fee to manage, operate or maintain the
Property. No contract, agreement, or other employment relationship exists with
any other person or entity to manage, operate or maintain the Property.

     BORROWER DOES HEREBY FURTHER CERTIFY that on or after the date hereof,
Borrower shall not enter into any agreement relating to the management or
operation of the Property (a "Management Contract") with any Manager or any
other party without the express written consent of Lender, which consent shall
not be unreasonably withheld. If Lender at any time hereunder consents to the
appointment of a Manager, such Manager and Borrower shall, as a condition of
Lender's consent, execute a Consent and Agreement of Manager and an Assignment
and Subordination of Management Agreement, which shall provide, and each Manager
does hereby agree that:

     The liens of the Mortgage and the other Loan Documents, and Lender's right
     to payment under the Note and the other Loan Documents, shall be superior
     to and have priority over the Management Contract and the other contracts
     to which the Manager is a party as well as any claim, security interest or
     right to payment of the Manager arising out of or in any way connected with
     its services performed under the Management Contract or any of the other
     contracts to which the Manager is a party. In furtherance of the foregoing,
     the Manager hereby fully and completely subordinates to the liens of the
     Mortgage and the other Loan Documents, and to Lender's right to payment
     under the Note and the other Loan Documents, the following: (a) the
     Management Contract and the other contracts to which the Manager is a
     party; (b) any such claim or security interest the Manager may now or
     hereafter have against the Property and/or the rents, issues, profits and
     income therefrom; and (c) any right to payment of the Manager arising out
     of or in any way connected with its services performed under the Management
     Contract or any of the other contracts to which the Manager is a party.
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     This Certificate is executed and delivered in order to induce Lender to
     extend the Loan to the
Borrower and with the understanding that the statements made herein will be
relied upon by Lender and its successors and assigns.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the
day and year first above written.

                              SIZZLER USA, INC., a Delaware corporation

                              By:   ______________________________
                                    Name: ________________________
                                    Its:  ________________________

                              SIZZLER USA RESTAURANTS, INC., a Delaware
                              corporation

                              By:   ______________________________
                                    Name: ________________________
                                    Its:  ________________________

                              SIZZLER USA REAL PROPERTY, INC., a Delaware
                              corporation

                              By:   ______________________________
                                    Name: ________________________
                                    Its:  ________________________

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