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                                                                  Exhibit 10(ff)

                               MACKAY SHIELDS LLC
                              9 West 57/th/ Street
                                  33/rd/ Floor
                                  New York, NY

                                                                  March 26, 2002


VIA FACSIMILE (949-724-9914)

PRANDIUM, INC.
FRI-MRD CORPORATION
2701 Alton Parkway
Irvine, CA 92606
Attn:  Robert T. Trebing, Jr.

                           Re: Prandium Restructuring
                               ----------------------
Dear Bob:

                  It is a requirement of the Letter of Intent entered into
between Prandium, Inc. ("Prandium"), FRI-MRD Corporation ("FRI-MRD") and MacKay
Shields Financial Corporation ("MacKay") concerning the restructuring of the
capital structure of Prandium and FRI-MRD, that FRI-MRD (i) execute an agreement
for the sale of stock and/or assets of the Hamburger Hamlet restaurant business
("Hamlet") no later than October 31, 2001 and (ii) consummate such sale no later
than ninety days after the execution of such agreement. It is a further
requirement of the Letter of Intent that FRI-MRD use its commercially reasonable
efforts to file a plan of reorganization under the Bankruptcy Code as a
pre-negotiated or pre-packaged Chapter 11 case on or before 60 days from the
date of the Letter of Intent and use commercially reasonable efforts to have
such plan of reorganization confirmed under the Bankruptcy Code on or before
February 28, 2002. We understand that the Stock Purchase Agreement dated as of
October 23, 2001 by and between FRI-MRD Corporation and Othello Holding
Corporation for the sale of Hamlet has been terminated. The failure to
consummate a sale of Hamlet constitutes a breach of the covenants of the Letter
of Intent. Pursuant to the terms and conditions of the Letter of Intent, MacKay
may elect in its sole discretion to waive this breach and the deadlines to
commence a Chapter 11 case and confirm a plan of reorganization. Capitalized
terms used herein and not otherwise defined shall have the meaning assigned to
such terms in the Letter of Intent.

                  MacKay, acting as representative of the Majority Holders, is
willing to waive the above-described breach and to remain bound by the Letter of
Intent, including in particular the standstill provision contained therein if
you agree to the following terms and conditions, which shall be deemed to modify
and amend the Letter of Intent:

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          1.  Pending a sale of Hamlet, from and after April 1, 2002, all free
cash flow derived from the continued operation of Hamlet must be applied to the
Facilities (as defined in the Letter of Intent) on a quarterly basis at the
prepayment rate agreed upon in the Letter of Intent. The payment of any amounts
due during the pendency of the Chapter 11 case shall be deferred until the
Effective Date of the Plan.

          2.  The stock of Hamlet shall be pledged to secure repayment of the
New FRI-MRD Notes (as defined below), and upon a sale of Hamlet, such stock
shall be released and all net sale proceeds applied to the Facilities at the
prepayment rate agreed upon in the Letter of Intent.

          3.  Capital expenditures of Hamlet must not exceed $500,000 per year.

          4.  From the Effective Date until the notes ("New FRI-MRD Notes") to
be issued to the holders of 15% Notes under the Plan are paid in full, the
holders of the New FRI-MRD Notes, as a class, will be entitled to designate one
independent director to Reorganized Prandium's five member board of directors.
The independent director shall be a third party unaffiliated with MacKay or any
holder of New FRI-MRD Notes.

          5.  MacKay, with input from the Prandium Bondholders, shall designate
and retain for the benefit of the FRI-MRD Noteholders and the Prandium
Bondholders, at Prandium's expense up to an amount not to exceed $150,000, a
financial advisor who will be given a full opportunity to review the current
operations and financial condition of Prandium and FRI-MRD. The financial
advisor's review will not delay documentation or solicitation.

          6.  As soon as practicable, Prandium shall provide MacKay with revised
deadlines for the commencement of the Chapter 11 case and consummation of the
Plan, each of which shall be satisfactory to MacKay. The Letter of Intent shall
be deemed amended to incorporate such agreed upon revised deadlines.

          MacKay, as representative of the Majority Holders, previously agreed
to modify the Additional Covenants in the new note agreement to authorize
permitted Indebtedness under a senior secured credit facility with Foothill
Capital Corporation in an amount not to exceed $15 million at any one time.
MacKay further agreed that rather than a pro rata application of the $30 million
Cash Prepayment between the Facilities on the Effective Date, the holders of 14%
Secured Notes shall receive their pro rata share of $18 million in full
satisfaction of their claims, and the holders of 15% Notes shall receive their
pro rata share of approximately $12 million, plus the New FRI-MRD Notes in full
satisfaction of their claims.

          Other than as expressly set forth herein, nothing contained in this
letter shall be deemed to limit, waive, release or modify the rights of MacKay,
the Majority Holders, Prandium or FRI-MRD or the terms and conditions of the
Letter of Intent, in any way, all of which rights, terms and conditions are
expressly reserved and shall continue to remain in effect.


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     Please acknowledge your acceptance and agreement to be bound by the above
terms and conditions by signing and returning the enclosed copy.

                                    Very truly yours,

                                    MACKAY SHIELDS FINANCIAL CORPORATION


                                    By: /S/  Donald E. Morgan III
                                        ----------------------------------------

                                    Name:  Donald E. Morgan III
                                    Title: Managing Director

                  [Prandium and FRI-MRD signature page follows]

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PRANDIUM, INC.

By: /S/ Robert T. Trebing, Jr.
    --------------------------------------------

Name:  Robert T. Trebing, Jr.
Title: EVP/CFO


FRI-MRD CORPORATION


By: /S/ Robert T. Trebing, Jr.
    --------------------------------------------

Name:  Robert T. Trebing, Jr.
Title: President

cc:    Alan Kornberg, Esq.   (212-757-3990)
       Richard Levin, Esq.   (213-621-5940)
       Monica Shilling, Esq. (213-621-5310)