**Exhibit2.5**

INTERIM FINANCE AND STOCK PURCHASE AGREEMENT

This Interim Finance and Stock Purchase Agreement isentered into on August 15, 2003 (the “Agreement”) by and among FatburgerHoldings, Inc., a Delaware corporation (“Parent”), Fatburger Corporation, aDelaware corporation (“Sub”), Fog Cutter Capital Group Inc. (“Fog Cutter”),Holcomb & Canfield LLC (“Holcomb”), Keith A. Warlick (“Warlick”), MarySabatasso (“Sabatasso”) and Clarke Parker (“Parker”).  Together, Parent and Sub are referred to as “Fatburger”.  Together, Holcomb, Warlick, Sabatasso andParker are referred to as the “Sellers”.

R E C I T A L S:

A.            Warlick,Holcomb and Burger Business, LLC, a California limited liability company(“Burger Business”), entered into an Option and Settlement Agreement, dated asof December 26, 2002 but executed on May 23, 2003 (the “OptionAgreement”).  Under the OptionAgreement, Warlick and Holcomb have the option to acquire all shares of Parentowned by Burger Business.  Warlick andHolcomb are required to exercise their option to the shares owned by BurgerBusiness on or before August 15, 2003. Under the terms of the Option Agreement, if Warlick and Holcomb do notpurchase the shares owned by Burger Business by August 15, 2003, BurgerBusiness may have an option to purchase all of the shares of Parent owned bythe Sellers.

B.            FogCutter, Parent, Sub and certain of their affiliates executed commitment letterson August 4, 2003 (the “Commitment Letters”).   The Commitment Letters contemplate that Fog Cutter would loanfunds to the Parent to enable the Parent to purchase the shares of the Series APreferred of the Parent owned by Burger Business.

C.            OnAugust 13, 2003, General Electric Capital Business Funding Corporation (“GE”)advised Fatburger that it was not willing to consent to the loan transactionscontemplated in the Commitment Letters but that it anticipated it would consentto an equity investment by Fog Cutter in the Parent.   Fatburger, Warlick and Fog Cutter haverapidly and under severe time pressure sought to structure such an investment,as is evidenced by the draft of the “Fatburger Holdings, Inc. Summary of TermsSeries D Preferred Stock Financing,” dated as of August 14, 2003, attachedhereto as Exhibit A and incorporated herein by reference (the “TermSheet”).

D.            However,the Parent, Warlick and Fog Cutter had insufficient time to complete thedocumentation, satisfy the conditions and otherwise consummate the transactioncontemplated by the Term Sheet on August 15, 2003.

E.             FogCutter is prepared to purchase today for an aggregate consideration of$6,000,000 (less fees of $600,000 as provided in the Commitment Letters),together with $1,000,000 provided by the Company, in addition to the nominalcash consideration set forth on Exhibit B, all of the Series A PreferredStock of the Parent held by Burger Business, and all of the shares of CommonStock and Series A Preferred Stock of the Parent held by the Sellers, but onlyon the clear and irrevocable understanding and agreement that, after today’s closing,Fog Cutter will have full and unencumbered right, title and interest to allshares purchased under this Agreement.  The shares that Fog Cutter ispurchasing today from the Sellers are identified on the Exhibit B.

NOW, THEREFORE, for good and valuable consideration,the parties hereto agree as follows:

1.             **Assignment of Optionand Settlement Agreement**. Holcomb and Warlick hereby assign to Fog Cutter their right to acquirethe shares of Parent owned by Burger Business pursuant to the Option Agreement,the rights they have with respect to the representations and warranties made byBurger Business in Section 1.2 of the Option and Settlement Agreement and thebenefits of the legal opinion of Jeffer, Mangels, Butler & Marmaro, datedas of the date hereof and delivered to Warlick in connection with the closingof the Option Agreement.  Holcomb andWarlick each jointly and severally represent to Fog Cutter that they have notassigned or encumbered any of their interest in the Option and SettlementAgreement.

 

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2.             **Purchase and Sale ofStock**.  Each of Warlick,Sabatasso, Parker and Holcomb hereby sell to Fog Cutter, and Fog Cutter herebypurchases from each of them, the shares of Parent set forth on Exhibit Bhereto (the “Shares”) for the consideration set forth on Exhibit B andits funding of the purchase of Series A Preferred from Burger Business and itscommitment to pursue the transaction outlined in Section 3 below.  Burger Business and each stockholder of theParent whose name is listed on Exhibit B hereto are executing a StockAssignment Separate from Certificate in substantially the form attached heretoas Exhibit C simultaneously with the execution of this Agreement.

3.             **Series D Financing**.  As additional consideration for enteringinto this Agreement, the parties hereto agree that each of them will use itsgood faith efforts to take such other actions as necessary or appropriate toput Fatburger, Fog Cutter, the Sellers and the other stockholders of theCompany in the same position they would have been in with respect to Fatburgerhad the transaction contemplated in the Term Sheet been consummated rather thanthe transactions contemplated herein. Those actions shall include negotiating and preparing the definitive documentscontaining the specific terms and conditions of the transactions summarized inthe Term Sheet, selling the shares of Common Stock and Series A Preferredpurchased from the Sellers under this Agreement to the Sellers for nominalconsideration, retiring the Series A Preferred formerly owned by BurgerBusiness, designating and issuing a new class of Series D Preferred, convertingthe shares of Series A Preferred formerly owned by the Sellers into CommonStock, obtaining any and all requisite third party consents, and closing thetransactions contemplated in the Term Sheet by August 22, 2003, or such othertime as mutually agreed upon by the parties. Nothing contained in this Agreement shall jeopardize, diminish or affectFog Cutter’s right, title and interest in and to the Shares Fog Cutter ispurchasing today pursuant to this Agreement.  No party to this agreement,other than Fog Cutter, shall have any rights to any of the Shares unless anduntil it, he or she is granted those rights in a transaction to which FogCutter has consented in writing.

4.             **Representations and Warranties of Sellers**.  Each Seller jointly and severally representsto Fog Cutter that:

(a)           Ownership of Shares.   Each Seller has a good and valid title,right and interest in the shares set forth on Exhibit B opposite such Seller’sname.  Each Seller does not own or haveinterests in any other stock of the Parent, or any securities convertible intostock of the Parent.

(b)           Capitalization of Parent and Sub.  Parent’s authorized capital consists of1,000,000 shares of Preferred Stock, of which 750,000 shares are designated asSeries A Preferred Stock (the “Series A Preferred”) and 20 shares aredesignated as Series B Preferred Stock (the “Series B Preferred”), all sharesof which are duly and validly issued (including, without limitation, issued incompliance with applicable federal and state securities laws), fully paid,non-assessable, outstanding prior to the date hereto and 2,000,000 shares ofCommon Stock, of which 250,000 shares are duly and validly issued (including,without limitation, issued in compliance with applicable federal and statesecurities laws), fully paid, non-assessable and outstanding prior to the datehereto, held by the persons and in the amounts set forth on the Exhibit B.  Other than the subscriptions of ChesterMcGlockton and Clark Parker for a total of $1,000,000 of Series C Preferred,there are no outstanding rights of first refusal, preemptive rights or otherrights, warrants, options, conversion privileges, subscriptions, or otherrights or agreements, either directly or indirectly, to purchase or otherwiseacquire or issue any equity securities of the Parent.

Sub’s authorized capital consists of 20,000,000 sharesof Common Stock, of which 12,643,985 shares are duly and validly issued(including, without limitation, issued in compliance with applicable federaland state securities laws), fully paid, non-assessable and outstanding prior tothe date hereto, all of which are held by Parent.  There are no outstanding rights of first refusal, preemptive rightsor other rights, warrants, options, conversion privileges, subscriptions, orother rights or agreements, either directly or indirectly, to purchase orotherwise acquire or issue any equity securities of the Sub.

(c)           Authorization.  All action on the part of Parent, Sub andeach Seller necessary for the authorization, execution, delivery, andperformance of all obligations under this Agreement has been taken.  The Agreement constitute legally binding andvalid obligations of parent, Sub and each Seller enforceable in accordance withtheir respective terms, except to the extent that such enforcement may besubject to applicable bankruptcy, insolvency, reorganization, moratorium, orother laws of general application relating to or affecting enforcement of creditors’rights and laws concerning equitable remedies.

 

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5.             **Indemnification**.  Except as provided in the next sentence, each Seller shalljointly and severally indemnify and hold harmless Parent, Sub, Fog Cutter, andthe officers, directors and other affiliates of each of them from and againstany and all claims, judgments, losses, settlements, damages, and related costsand expenses (including, without limitation, attorneys’ fees and costs indefending any third party claims) that arise out of, or are connected with, anybreach or asserted breach of any of the representations and warranties setforth in this Agreement.  However, onlyHolcomb and Warwick, and not any other Sellers, shall indemnify for the representationsand warranties in the last sentence of Section 1.

6.             **Miscellaneous**.

                          (a)           EntireAgreement.  This Agreement togetherwith all exhibits and attachments thereto constitutes the entire agreement ofthe parties with respect to the subject matter hereof, and supersedes all priorand contemporaneous agreements, representations and understandings of theparties with respect thereto, whether written or oral.

                          (b)           Successorsand Assigns.  This Agreement shallbe binding upon and inure to the benefit of the parties and their respectivepermitted successors and assigns.  Noparty may assign its rights or delegate its duties under this Agreement withoutthe prior written consent of the other parties.

                          (c)           Modification;Waiver.  This Agreement may not be modified,amended or supplemented, except by a written instrument executed by all of theparties hereto.  No failure to exerciseor any delay in exercising any right, power or privilege hereunder shall bedeemed a waiver thereof.  No waiver ofany provision of this Agreement shall be deemed a waiver of any other provisionhereof, nor shall any waiver in any one instance be deemed a continuing waiveror a waiver in any other instance.  Nowaiver shall be binding unless executed in writing by the party to be chargedwith such waiver.

                          (d)           Severability.  In the event that any provision of thisAgreement should be held to be invalid, illegal or unenforceable by a court ofcompetent jurisdiction, the remaining provisions hereof shall not be affectedthereby and shall continue in full force and effect.

                          (e)           Counterparts.  This Agreement may be executed in any numberof counterparts, each of which shall be deemed to be an original, but all ofwhich together shall constitute one and the same instrument.  Any signature on this Agreement, or anyamendment or modification thereof or any document or instrument signed byeither of the parties in connection therewith, that is sent by facsimile shallbe considered valid and binding.

                          (f)            Expenses.  As provided in the Commitment Letters,Fatburger will reimburse Fog Cutter for all of its out of pocket costs andexpenses associated with the execution of this Agreement and the consummationof the transactions contemplated hereunder.

                          (g)           Attorneys’Fees.  In the event that any partyto this Agreement brings an action, suit, arbitration proceeding or other legalproceeding against the other party or parties in connection with any dispute orclaim arising out of or relating to this Agreement or the transactionscontemplated hereunder, the prevailing party in such action, suit or proceedingshall be entitled to recover reasonable attorneys’ fees, costs and expensespaid or incurred in connection with such action, suit or proceeding from theother party or parties.

                          (h)           FurtherAssurances.  Each party shall, uponthe reasonable request of the other parties to this Agreement, from time totime, execute and deliver to such other parties such further documents orinstruments, including, without limitation, instruments of title conveyance,transfer and assignment, as may be necessary or desirable in order toeffectuate the transactions contemplated by this Agreement.

                          (i)            GoverningLaw.  This Agreement shall begoverned by, construed and enforced in accordance with the laws of the State ofCalifornia.

INWITNESS WHEREOF, the parties hereto have caused this Agreement to be executedas of the day and year first above written.

 

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FOG CUTTER CAPITAL GROUP INC.

 

 
| By:    |   |
|--------|--------|
| Name:  |   |
| Title: |   |
|        |        |  |  |

 

 

 

FATBURGER HOLDINGS, INC.,

a Delaware corporation

 

 
| By:    |   |
|--------|--------|
| Name:  |   |
| Title: |   |
|        |        |  |  |

 

 

 

FATBURGER CORPORATION,

a Delaware corporation

 

 
| By:    |   |
|--------|--------|
| Name:  |   |
| Title: |   |
|        |        |  |  |

 

 

 

HOLCOMB & CANFIELD, LLC,

a Delaware limited liability company

 

 
| By:    |   |
|--------|--------|
| Name:  |   |
| Title: |   |
|        |        |  |  |

 

 

 
|             |
|------------------|
| Keith A. Warlick |

 

 

 
|           |
|----------------|
| Mary Sabatasso |

 

 

 

 
|         |
|--------------|
| Clark Parker |

 

 

 

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EXHIBITA

 

TERMSHEET

**Fatburger Holdings, Inc.**SUMMARY OF TERMSSERIES D PREFERRED STOCK FINANCING

This memosummarizes the principal proposed non-binding terms of a financing of FatburgerHoldings, Inc., a Delaware corporation (the “***Company***”) by Fog Cutter Capital GroupInc. (“***FCCGI***”)  This memo is a supplement to the CommitmentLetters, dated August 4, 2003, between the Company and certain of itsaffiliates and FCCGI. (the “***Commitment Letters***”).

 

| ***Amount of Financing:***      |   | $6,000,000 (less  the $600,000 commitment fee  and expenses) |
|---------------------------------|--------|--------------------------------------------------------------|
|                            |   |                                                         |
| ***Type of Security:***         |   | Series D  Preferred Stock                                    |
|                            |   |                                                         |
| ***Price Per Share:***          |   | $0.7068                                                      |
|                            |   |                                                         |
| ***Number of Shares:***         |   | 8,488,690 (plus  Class A Common)                             |
|                            |   |                                                         |
| ***Anticipated Closing Date:*** |   | **[August  15, 2003]**                                       |

 

**Post-Financing Fully Diluted Capitalization****(1)**

** **
|                        |   | **Liquidation    Preference** |   | **Number of  Shares** |   | **Fully-Diluted** |   | **%** |   |
|-----------------------------|--------|-------------------------------|--------|-----------------------|--------|-------------------|--------|-------|--------|
| Common Stock:               |   | 0                             |   | 713,050               |   | 713,050           |   | 4.2   | **%**  |
| Class A Common Stock:       |   | 0                             |   | 3,395,476             |   | 3,395,476         |   | 20    | %      |
| Series A Preferred Stock:   |   | 0                             |   | 0                     |   | 0                 |   | 0     |   |
| Series B Preferred Stock:   |   | 1,500,000                     |   | 20                    |   | 2,122,172         |   | 12.5  | %      |
| Series C Preferred Stock(2) |   | 1,600,000                     |   | 2,257,991             |   | 2,257,991         |   | 13.3  | %      |
| Series D Preferred Stock    |   | 6,000,000                     |   | 8,488,690             |   | 8,488,690         |   | 50    | %      |
| **TOTAL:**                  |   |                          |   | 16,977,380            |   | 16,977,380        |   | 100   | %      |

 

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(1) This capitalization tableis based on an implied equity value of $12 Million.  This amount is based on the purchase of 71% of the equity for$8.5 Million.

 

(2) Or other equity junior andsubordinate in every respect to the Series D Preferred.

 

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**TERMS OF SERIES D PREFERRED STOCK**

** **
| ***Dividends:***                    |   | The holders of Series D  Preferred will receive monthly cumulative dividends at a rate of 20% per  year, or, if any Trigger Event (as defined below) has occurred, 25% per year,  from funds legally available; to the extent that the Company has excess cash  flow under the “cash flow” covenant of the GE Loans.  The rights of holders of Series D  Preferred to receive dividends will be senior to the dividends rights of all  other class or series of stock.  No  dividends may be paid on any series of stock while the Series D Preferred  will be outstanding.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|-------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
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| ***Liquidation Preference:***       |   | In the event of any  liquidation or winding up of the Company, the holders of Series D Preferred  will be entitled to receive, senior to the holders of all other class or  series of stock, an amount equal to the original purchase price of the Series  D Preferred plus all accrued but unpaid dividends (the “**Liquidation Preference**”).  In addition, if any Trigger Event has  occurred, after payment in full of the Liquidation Preference and any  liquidation preference payable on preferred stock that is junior to the  Series D Preferred, the holders of the Series D Preferred will be entitled to  share ratably in any distributions paid to the holders of Common Stock on an  as-converted bases; provided that the total payments to the holders of  Series D Preferred in an event of liquidation will not exceed 90% of the  total distributions made to all holders of common and preferred stock of the  Company.  A consolidation or merger of  the Company (or any significant subsidiary) in which the Company (or the  subsidiary) is not the survivor or the holders of a majority of the Company’s  (or any significant subsidiary’s) ordinary voting power do not hold a  majority of the ordinary voting power of the survivor, or a sale of all or  substantially all of its assets or a majority of the Company’s (or any  significant subsidiary’s) capital stock to a single person or group(each, a “***Change of Control***”)  will be considered a liquidation event. |
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| ***Redemption Rights:***            |   | The Series D Preferred may  be redeemed, in whole or in part in minimum amounts of $100,000, at any time  that all accrued dividends on the Series D Preferred have been fully paid, by  the Company at a price equal to the original purchase price.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
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|                                |   | If the Company does not  redeem all of the Series D Preferred on or before to 9 months after the issue  date, the Company will pay to the holders of the Series D Preferred, as a  special dividend, an amount per share equal to (a) 10% of (i) the original  issue price of the Series D Preferred outstanding plus (ii) accrued but  unpaid dividends thereon, dividedby (b) the number of shares  of Series D Preferred outstanding; provided that the special dividend  will not exceed $225,000.  If that  amount is not paid, it will be considered accrued but unpaid dividends on the  Series D Preferred.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
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| ***Additional Series D Preferred*** |   | If any Trigger Event occurs,  the Company will issue to the holders of Series D Preferred the number of  additional shares of Series D Preferred required to be issued so that the  Series D Preferred, together with the outstanding Class A Common, would  constitute 90% of the equity of the Company, on a fully-diluted, as converted  basis.  The number of shares to be  issued will take into account the number of shares of Common Stock into which  Series B Preferred is convertible by obtaining a valuation of the Common  Stock pursuant to the terms of the Series B Preferred.  The Company will at all times maintain an  adequate number of authorized but unissued shares of Series D Preferred to  accomplish this issuance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |

 

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|                     |   | “Trigger Event” means the  occurrence of any one or more of the following:                                                                                                                                                                                                                                                                                                                                                    |
|--------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|                     |   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                     | Failure of the Company to  redeem not less than 37.5% of the Series D Preferred on or before 9  months after the issue date; |
|                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|                     |   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                     | Failure of the Company to  redeem all of the remaining Series D Preferred on or before 18 months after  the issue date; |
|                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|                     |   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                     | Failure of the Company to  redeem all of the Series D Preferred in the event of any Change in Control; |
|                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|                     |   | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                     | Failure of the Company to  redeem shares of Series D Preferred upon any issuance of any securities by  the company to the extent of the net proceeds of the sale; |
|                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|                     |   | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                     | Any monetary or material  non-monetary default under the GE debt or any other material obligation of  the Company, provided that, other than a default at maturity, the Company  will have 60 calendar days to eliminate the default by waiver or modification  of the applicable documents, so long as the third party has not accelerated  the debt or commenced the exercise of any other remedies; |
|                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|                     |   | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                     |  Failure of the Company to redeem all of the Series D Preferred  with 3 business days of notice of any of the following: (i) inaccuracy of any  representations or warranties made in the Stock Purchase Agreement; (ii)  breach of any covenant or agreement of the Company in the Stock Purchase  Agreement (as described below) or the Stockholders Rights Agreement (as  described below); (iii) material judgments; (iv) the termination or  resignation of Keith Warlick (other than as a result of death or incapacity,  provided that an individual satisfactory to the holders of the Series D  Preferred is elected or appointed as a replacement within 30 days of death or  incapacity); and |
|                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|                     |   | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                     | The bankruptcy or  insolvency of the Company and/or any of its subsidiaries. |
|                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| ***Conversion Rights:*** |   | Each share of Series D  Preferred may be converted into Common Stock at any time at the option of the  holder at any time after there has been a Trigger Event.  The initial conversion rate will be one  share of Common Stock for one share of Series D Preferred.

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|                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| ***Class A Common:***    |   | The issuance and terms of  the Class A Common Stock will be identical to the terms provided in the  Commitment Letters, provided that the Class A Common Shares issued at the  closing will be convertible into 20% of the total outstanding capital stock  of the Company, at the time of conversion, determined on a fully-diluted, as  converted basis.                                                                              |
|                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                     |   | If the Company has not  redeemed all Series D Preferred on or before 9 months from the date of  issuance of the Series D Preferred, the Company will issue to the holders of  the Series D Preferred additional shares of Class A Common Stock which will  be convertible into an additional 15% of the total outstanding capital stock  of the Company, at the time of conversion, determined on a fully-diluted, as  converted basis. |

 

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| ***Antidilution Protection:***      |   | The rate at which shares  of the Series D Preferred may be optionally converted into Common Stock will  be subject to adjustment for stock splits, reverse stock splits, and similar  events.  The rate will also be subject  to broad-based weighted average anti-dilution protection.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|-------------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
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| ***Voting Rights:***                |   | The Series D Preferred  will vote together with the Common Stock on an as converted basis; provided  that the holders of the Series D Preferred as a series will be entitled to  elect 3 of 7 directors to the Board of Directors of the Company.  The remaining directors will be elected by  the Common Stock and all classes and series of stock entitled to vote with  the Common Stock (including the Series D Preferred).  The Company will set the size of the Board  of Directors at 7.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
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| ***Protective Provisions:***        |   | Consent of the holders of  a majority of the shares of Series D Preferred, voting as a single class,  will be required for any of the following actions by the Company or any of  its subsidiaries: (a) any amendment to the Certificate of Incorporation or  Bylaws materially and adversely affecting the Series D Preferred; (b) any  increase by more that 2% per year of the total compensation of any executive  officer; (c) any redemption or repurchase of stock (other than the Series D  Preferred); (d) any prepayment, redemption or repurchase of debt; (e) the  incurrence or modification of any material debt (including any guaranty of debt);  (f) the transfer of or creation of any lien against any material assets  (including the stock of any of the Company’s subsidiaries); (g) the issuance  of any stock by any of the Company’s subsidiaries; (h) any Change of Control;  (i) any material change in the business conducted by the Company and its  subsidiaries; (j) the filing of any petition for bankruptcy or reorganization  of the Company and/or any of its subsidiaries; (k) the issuance of any  additional shares of Series D Preferred; and (l) any change in the size of  the Board of Directors. |
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| ***Stockholder Rights Agreement:*** |   | The Series D Preferred  would have the same Registration Rights, information rights, preemptive  rights and other rights as described in the Commitment Letters with respect  to the Class A Common Stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
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| ***Stock Purchase Agreement:***     |   | The purchase of the Series  D Preferred would be made pursuant to a Stock Purchase Agreement.  In addition to any specific provisions  provided for herein and in the Commitment Letters (which are stated with  respect to the loans contemplated therein), the Stock Purchase Agreement  would have customary representations and warranties, covenants and closing  conditions acceptable to FCCGI.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
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|                                |   | Covenants will include:  (a) the Company will materially adhere to the budget attached hereto as  Exhibit A (the “***Budget***”)and  (b) the Company will materially adhere to the Management Plan attached hereto  as Exhibit B (the “***Management  Plan***”).  FCCGI and the  Company will discuss revisions to the Budget and the Management Plan for a  period not longer 10 days after the closing.   If they are unable to mutually agree on revisions, the Budget and  Management Plan as attached hereto will remain controlling.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
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| ***Conditions to Closing:***        |   | Customary for transactions  of this type, including (a) the conditions to closing identified in the  Commitment Letters (which are stated with respect to the loans contemplated  therein) (other than the filing of UCC-1 financing statements); (b) the  redemption of all the stock of the Company and its subsidiaries held by  Burger Business, LLC; (c) if requested, the consent of                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |

 

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|                    |   | Burger Business, LLC to  the transaction contemplated herein in form reasonably acceptable to FCCGI;  (d) the consent of GE to the transactions contemplated herein (in additional  to any other consents or waivers by GE required by the Commitment Letters);  (e) the issuance of not more than _______ shares of Series C Preferred2, which will be junior in all respects to  the Series D Preferred, for an aggregate consideration of not less than $1.6  Million; and (f) if any Series A Preferred will be outstanding after the  closing, the amendment of the Certificate of Incorporation of the Company to  make the Series A Preferred junior in every way to the Series D Preferred. |
|-------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| ***Other Provisions:*** |   | All other terms, including  fees and expenses, will be as set forth in the Commitment Letters.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |

 

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EXHIBITB  
| **SELLER**                   |   | **SHARES**                 |   | **AGGREGATE  CASH   CONSIDERATION TO SELLER** |
|------------------------------|--------|----------------------------|--------|-----------------------------------------------|
| Holcomb  & Canfield, LLC |   | 230,800 Common             |   | $1                                            |
| Keith A. Warlick             |   | 12,375  Series A Preferred |   | $1                                            |
| Mary Sabatasso               |   | 12,375  Series A Preferred |   | $1                                            |
| Clark Parker                 |   | 18,600  Series A Preferred |   | $1                                            |

 

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