FORM OF UNDERWRITING AGREEMENT

__________ Shares

PAPA JOHN'S INTERNATIONAL, INC.

Common Stock


UNDERWRITING AGREEMENT
----------------------

May ___, 1996

MONTGOMERY SECURITIES
ALEX. BROWN & SONS INCORPORATED
c/o Montgomery Securities
600 Montgomery Street
San Francisco, California 94111

Dear Sirs:

SECTION 1. Introductory. Papa John's International, Inc., a Delaware
corporation (the "Company"), proposes to issue and sell 800,000 shares of its
authorized but unissued Common Stock, $.01 par value per share (the "Common
Stock"), to the underwriters named in Schedule A annexed hereto
("Underwriters"). Said shares, are herein referred to as the "Firm Common
Shares." In addition, the Company proposes to grant to the Underwriters an
option to purchase up to 120,000 additional shares of Common Stock (the
"Optional Common Shares"), as provided in Section 4 hereof. The Firm Common
Shares and, to the extent such option is exercised, the Optional Common Shares
are hereinafter collectively referred to as the "Common Shares."

You have advised the Company that the Underwriters propose to make a public
offering of the Common Shares on the effective date of the registration
statement hereinafter referred to, or as soon thereafter as in their judgment is
advisable.

The Company hereby confirms its agreement with respect to the purchase of
the Common Shares by the Underwriters as follows:

SECTION 2. Representations and Warranties of the Company. The Company
hereby represents and warrants to the Underwriters that:

(a) A registration statement on Form S-3 (File No. 333-________) with
respect to the Common Shares has been prepared by the Company in conformity
with the requirements of the Securities Act of 1933, as amended (the
"Act"), and the rules and regulations (the "Rules and Regulations") of the
Securities and Exchange Commission (the "Commission") thereunder, and has
been filed with the Commission. The Company has met all of the eligibility
requirements for the use

of a registration statement on Form S-3. There have been delivered to the
Underwriters three signed copies of such registration statement and
amendments, together with three copies of each exhibit filed therewith.
Conformed copies of such registration statement and amendments (but without
exhibits) and of the related preliminary prospectus have been delivered to
each of the Underwriters in such reasonable quantities as each of them has
requested. The Company will next file with the Commission one of the
following: (i) prior to effectiveness of such registration statement, a
further amendment thereto, including the form of final prospectus, or (ii)
a final prospectus in accordance with Rules 430A and 424(b) of the Rules
and Regulations. As filed, such amendment and form of final prospectus, or
such final prospectus, shall include all Rule 430A Information and, except
to the extent that the Underwriters shall agree in writing to a
modification, shall be in all substantive respects in the form furnished to
the Underwriters prior to the date and time that this Agreement was
executed and delivered by the parties hereto, or, to the extent not
completed at such date and time, shall contain only such specific
additional information and other changes (beyond that contained in the
latest Preliminary Prospectus) as the Company shall have previously advised
the Underwriters would be included or made therein.

The term "Registration Statement" as used in this Agreement shall mean
such registration statement at the time such registration statement becomes
effective and, in the event any post-effective amendment thereto becomes
effective prior to the First Closing Date (as hereinafter defined), shall
also mean such registration statement as so amended; provided, however,
that such term shall also include all Rule 430A Information deemed to be
included in such registration statement at the time such registration
statement becomes effective as provided by Rule 430A of the Rules and
Regulations. The term "Preliminary Prospectus" shall mean any preliminary
prospectus referred to in the preceding paragraph and any preliminary
prospectus included in the Registration Statement at the time it becomes
effective that omits Rule 430A Information. The term "Prospectus" as used
in this Agreement shall mean the prospectus relating to the Common Shares
in the form in which it is first filed with the Commission pursuant to Rule
424(b) of the Rules and Regulations or, if no filing pursuant to Rule
424(b) of the Rules and Regulations is required, shall mean the form of
final prospectus included in the Registration Statement at the time such
registration statement becomes effective. The term "Rule 430A Information"
means information with respect to the Common Shares and the offering
thereof permitted to be omitted from the Registration Statement when it
becomes effective pursuant to Rule 430A of the Rules and Regulations. Any
reference herein to the Registration Statement, the Prospectus, any
amendment or supplement thereto or any Preliminary Prospectus shall be
deemed to refer and include the documents incorporated by reference
therein, and any reference herein

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to the terms "amend," "amendment," or "supplement," with respect to the
Registration Statement or Prospectus shall be deemed to refer and include
the filing after the execution hereof of any document with the Commission
deemed to be incorporated by reference therein.

(b) The Commission has not issued any order preventing or suspending
the use of any Preliminary Prospectus, and each Preliminary Prospectus has
conformed in all material respects to the requirements of the Act and the
Rules and Regulations and, as of its date, has not included any untrue
statement of a material fact or omitted to state a material fact necessary
to make the statements therein, in the light of the circumstances under
which they were made, not misleading; and at the time the Registration
Statement becomes effective, and at all times subsequent thereto up to and
including each Closing Date hereinafter mentioned, the Registration
Statement and the Prospectus, and any amendments or supplements thereto,
will contain all material statements and information required to be
included therein by the Act and the Rules and Regulations and will in all
material respects conform to the requirements of the Act and the Rules and
Regulations, and neither the Registration Statement nor the Prospectus, nor
any amendment or supplement thereto, will include any untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading in light
of circumstances under which they were made; provided, however, no
representation or warranty contained in this subsection 2(b) shall be
applicable to information contained in or omitted from any Preliminary
Prospectus, the Registration Statement, the Prospectus or any such
amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by or on behalf of any Underwriter
specifically for use in the preparation thereof.

(c) The Company does not own or control, directly or indirectly, any
corporation, association or other entity other than the subsidiaries listed
in Exhibit 21 to the Registration Statement, and any reference herein to
the Company's "subsidiaries" shall mean the subsidiaries listed in such
Exhibit 21. The Company and each of the subsidiaries have been duly
incorporated and are validly existing as corporations in good standing
under the laws of their respective jurisdictions of incorporation, with
full corporate power and authority (corporate and other) to own and lease
their properties and conduct their respective businesses as described in
the Prospectus; on the First Closing Date, the Company will own all of the
outstanding capital stock of its subsidiaries; the Company and its
subsidiaries are in possession of and are operating in compliance with all
authorizations, licenses, permits, consents, certificates and orders
material to the conduct of their respective businesses, except where
noncompliance would not have a material adverse effect

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on the business or financial condition of the Company and its subsidiaries,
taken as a whole; the Company and each of its subsidiaries are duly
qualified to do business and are in good standing as foreign corporations
in each jurisdiction in which the ownership or leasing of properties or the
conduct of their respective businesses requires such qualification, except
for jurisdictions in which the failure to so qualify would not have a
material adverse effect upon the Company and its subsidiaries, taken as a
whole; and no proceeding has been instituted in any such jurisdiction
revoking, limiting or curtailing, or seeking to revoke, limit or curtail,
such power and authority or qualification.

(d) The Company has an authorized and outstanding capital stock as
set forth under the headings "Prospectus Summary - The Offering" and
"Capitalization" in the Prospectus; the issued and outstanding shares of
Common Stock have been duly authorized and validly issued, are fully paid
and nonassessable, have been issued in compliance with all federal and
state securities laws, were not issued in violation of or subject to any
preemptive rights or other rights to subscribe for or purchase securities,
and conform to the description thereof contained in the documents
incorporated by reference in the Prospectus. As of the Closing Dates (as
hereinafter defined), the Company will have no outstanding shares of
preferred stock. All issued and outstanding shares of capital stock of the
Company's subsidiaries have been duly authorized and validly issued and are
fully paid and nonassessable and are owned by the Company free and clear of
any lien, claim, equity or other encumbrance of any kind or character.
Except as disclosed in or contemplated by the Prospectus and the financial
statements of the Company, and the related notes thereto, incorporated by
reference into the Prospectus, neither the Company nor any of its
subsidiaries has outstanding any options to purchase, or any preemptive
rights or other rights to subscribe for or to purchase, any securities or
obligations convertible into, or any contracts or commitments to issue or
sell, shares of its capital stock or any such options, rights, convertible
securities or obligations. The description of the Company's outstanding
stock options, and other stock plans or arrangements, and the options or
other rights granted and exercised thereunder, set forth in the Prospectus,
accurately and fairly present in all material respects the information
required to be shown with respect to such options, plans, arrangements, and
rights.

(e) The Common Shares to be sold by the Company have been duly
authorized and, when issued, delivered and paid for in the manner set forth
in this Agreement, will be duly authorized, validly issued, fully paid and
nonassessable, and will conform to the description thereof contained in the
documents incorporated by reference into the Prospectus; and when duly
countersigned by the Company's transfer agent and registrar, and delivered
to the Underwriters in accordance with

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the provisions of this Agreement, good and valid title thereto will pass to
the Underwriters free and clear of any liens, claims, equities or other
encumbrances of any kind or character. No preemptive rights or other
rights to subscribe for or purchase exist with respect to the issuance and
sale of the Common Shares by the Company pursuant to this Agreement.
Except for the registration rights set forth in that certain Asset Purchase
Agreement dated January 23, 1995 by and among P&G Pizza, Incorporated, O.
Wayne Gaunce, Patrick Gaunce, Ruel Houchens, V.S. Hunsaker, Jim Hunsaker,
Papa John's USA, Inc. and Papa John's International, Inc. (the "Asset
Purchase Agreement"), no stockholder of the Company has any right to
require the Company to register the sale of any shares owned by such
stockholder under the Act in the public offering contemplated by this
Agreement.

(f) The Company has full legal right, power and authority to enter
into this Agreement and perform the transactions contemplated hereby. This
Agreement has been duly authorized, executed and delivered by the Company
and constitutes a valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms, except to the extent that
(i) the validity and binding effect and enforcement of this Agreement may
be limited by any applicable bankruptcy, reorganization, moratorium, or
similar laws of general application, (ii) the availability of equitable
remedies may be limited by principles of equity, whether considered in a
proceeding at law or in equity, and (iii) the terms thereof may be limited
by applicable securities laws and the policies embodied therein. The
making and performance of this Agreement by the Company and the
consummation of the transactions herein contemplated will not violate any
provisions of the Company's Amended and Restated Certificate of
Incorporation or Restated Bylaws and will not conflict with, result in the
breach or violation of, or constitute, either by itself or upon notice or
the passage of time or both, a default under any agreement, mortgage, deed
of trust, lease, franchise, license, indenture, permit or other instrument
to which the Company or any of its subsidiaries is a party or by which the
Company or any of its subsidiaries or any of their respective properties
may be bound or affected, any statute or any authorization, judgment,
decree, order, rule or regulation of any court or any regulatory body,
administrative agency or other governmental body applicable to the Company
or its subsidiaries or any of their respective properties. No consent,
approval, authorization or other order of any court, regulatory body,
administrative agency or other governmental body is required for the
execution and delivery of this Agreement or the consummation of the
transactions contemplated by this Agreement, except for compliance with the
Act, the Blue Sky laws and Canadian securities laws applicable to the
public offering of the Common Shares by the several Underwriters and the
clearance of such offering with the National Association of Securities
Dealers, Inc. (the "NASD").

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(g) Ernst & Young, who have expressed their opinion with respect to
the financial statements filed with the Commission as a part of the
Registration Statement and included or incorporated by reference in the
Prospectus and in the Registration Statement, are independent accountants
as required by the Act and the Rules and Regulations.

(h) The financial statements of the Company, and the related notes
thereto, included or incorporated by reference in the Registration
Statement and the Prospectus, present fairly the financial position of the
Company (and the affiliated companies indicated therein) as of the
respective dates of such financial statements, and the results of
operations and changes in financial position of the Company (and the
affiliated companies indicated therein) for the respective periods covered
thereby. Such statements and related notes have been prepared in
accordance with generally accepted accounting principles applied on a
consistent basis. The Consolidated Financial Statements and related notes
thereto for the Company's fiscal years ended December 27, 1992, December
26, 1993, December 25, 1994 and December 31, 1995 have been certified by
Ernst & Young, the Company's independent accountants. No other financial
statements or schedules are required to be included or incorporated by
reference in the Registration Statement. The financial and statistical
data set forth in the Prospectus under the captions "Prospectus Summary,"
"Risk Factors," "Use of Proceeds," "Dividend Policy," "Price Range of
Common Stock," "Capitalization," "Selected Consolidated Financial Data,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," "Business" and "Management" fairly present the information set
forth therein on the basis stated in the Registration Statement.

(i) The Company is not in violation or default of any provision of
its Amended and Restated Certificate of Incorporation; none of the
Company's subsidiaries is in violation or default of its Articles of
Incorporation; neither the Company nor any of its subsidiaries is in
violation or default of any provision of its Bylaws or is in breach of or
default with respect to any provision of any judgment, decree or order, or
is in breach of or default with respect to any provision of any material
agreement, mortgage, deed of trust, lease, loan agreement, security
agreement, license, indenture, permit or other instrument to which it is a
party or by which it or any of its properties are bound; and there does not
exist any state of facts which constitutes an event of default on the part
of the Company or any of its subsidiaries as defined in such documents or
which, with notice or lapse of time or both, would constitute such an event
of default.

(j) There are no documents required to be incorporated by reference
in the Registration Statement and the Prospectus by the Act or by the Rules
and

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Regulations or by the requirements of Form S-3 which have not been so
incorporated. There are no contracts or other documents required to be
described in the Registration Statement or to be filed as exhibits to the
Registration Statement by the Act or by the Rules and Regulations which
have not been described or filed as required. The contracts so described
in the Prospectus are in full force and effect on the date hereof; and
neither the Company nor any of its subsidiaries, nor to the best of the
Company's or any subsidiaries's knowledge any other party, is in breach of
or default under any material provision of any such contract which would
have a material adverse effect on the Company and its subsidiaries, taken
as a whole.

(k) There are no legal or governmental actions, suits or proceedings
pending or, to the best of the Company's knowledge, threatened to which the
Company or any of its subsidiaries is or may be a party or with respect to
which property owned or leased by the Company or any of its subsidiaries is
or may be the subject, or related to environmental, employment of aliens,
sexual harassment or discrimination matters, which actions, suits or
proceedings might, individually or in the aggregate, prevent or adversely
affect the transactions contemplated by this Agreement or result in a
material adverse change in the condition (financial or otherwise),
properties, business, results of operations or prospects of the Company and
its subsidiaries, taken as a whole, and no labor disturbance by the
employees of the Company or its subsidiaries exists or, to the knowledge of
the Company or any of its subsidiaries, is imminent which might be expected
to result in a material adverse change in the condition (financial or
otherwise), properties, business, results of operations or prospects of the
Company or its subsidiaries, taken as a whole. Neither the Company nor
any of its subsidiaries is a party to, or subject to the provisions of, any
material injunction, judgment, decree or order of any court, regulatory
body, administrative agency or other governmental body.

(l) The Company and each of its subsidiaries have good and marketable
title to all the properties and assets reflected as owned by them,
respectively, in the financial statements hereinabove described (or as
reflected or described in the Prospectus), subject to no lien, mortgage,
pledge, charge or encumbrance of any kind except (i) those, if any,
reflected in such financial statements (or in the Prospectus), or (ii)
those which do not materially adversely affect the use made and proposed to
be made of such property by the Company or any of its subsidiaries. The
Company and each of its subsidiaries hold their respective leased
properties under valid and binding leases, with such exceptions as are not
materially significant in relation to the business of the Company or its
subsidiaries. Except as disclosed in the Prospectus, the Company and each
of its subsidiaries own or lease all such properties as are necessary to
their respective operations as now conducted.

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(m) Since the respective dates as of which information is given in
the Registration Statement and Prospectus, and except as described in or
specifically contemplated by the Prospectus (i) neither the Company nor any
of its subsidiaries has incurred any liabilities or obligations, direct,
indirect or contingent, or entered into any verbal or written agreement or
other transaction which is not in the ordinary course of business and which
reasonably could be expected to result in a material reduction in the
future earnings of the Company or its subsidiaries, taken as a whole; (ii)
the Company and its subsidiaries, taken as a whole, have not sustained any
material loss or interference with their respective businesses or
properties from fire, flood, windstorm, accident or other calamity, whether
or not covered by insurance; (iii) the Company has not paid or declared any
dividends or other distributions with respect to its capital stock, and
the Company and its subsidiaries are not in default in the payment of
principal or interest on any outstanding debt obligations; (iv) there has
not been any change in the capital stock (other than upon the sale of the
Common Shares hereunder) or indebtedness material to the Company and its
subsidiaries, taken as a whole; and (v) there has not been any material
adverse change in the condition (financial or otherwise), business,
properties, results of operations or prospects of the Company and its
subsidiaries, taken as a whole.

(n) The Company has validly registered in the principal register with
the U.S. Patent and Trademark Office "Papa John's" as a service mark,
"Pizza Papa John's" and design as a trademark, and "Pizza Papa John's
Delivering the Perfect Pizza!" and design as a trademark and as a
servicemark, and the Company and its subsidiaries have sufficient
trademarks, trade names, patent rights, mask works, copyrights, licenses,
approvals and governmental authorizations to conduct their respective
businesses as now conducted; and the Company has no knowledge of any
infringement by it or its subsidiaries of trademarks, trade name rights,
trade dress, patent rights, mask works, copyrights, licenses, trade secret
or other similar rights of others; and except as disclosed in the
Prospectus, the Company has no knowledge of any infringement by others of
its or its subsidiaries' trademarks, trade name rights, trade dress, patent
rights, mask works, copyrights, licenses, trade secrets or other similar
rights that would be material to the business or financial condition of the
Company and its subsidiaries taken as a whole; and there is no claim being
made against the Company or any of its subsidiaries or any of its
franchisees regarding trademark, trade name, trade dress, patent right,
mask work, copyright, license, trade secret or other infringement which
could have a material adverse effect on the condition (financial or
otherwise), business, results of operations or prospects of the Company and
its subsidiaries, taken as a whole.

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(o) The Company has not been advised, and has no reason to believe,
that either it or any of its subsidiaries is not conducting business in
compliance with all applicable laws, rules and regulations of the
jurisdictions in which it is conducting business, including, without
limitation, all applicable local, state and federal employment, truth-in-
advertising, franchising, immigration and environmental laws and
regulations, except where failure to be so in compliance would not
materially adversely affect the condition (financial or otherwise),
business, results of operations or prospects of the Company and its
subsidiaries, taken as a whole.

(p) The Company and each of its subsidiaries have filed all federal,
state and foreign income and franchise tax returns or extensions therefor
required to be filed and have paid all taxes shown as due thereon; and the
Company has no knowledge of any tax deficiency which has been or might be
asserted or threatened against the Company or any of its subsidiaries which
could materially and adversely affect the business, operations or
properties of the Company and its subsidiaries, taken as a whole.

(q) The Company and each of its subsidiaries maintain a system of
internal accounting controls sufficient to provide reasonable assurances
that (i) transactions are executed in accordance with management's general
or specific authorizations; (ii) transactions are recorded as necessary to
permit preparation of financial statements in conformity with generally
accepted accounting principles and to maintain accountability for assets;
and (iii) the recorded accountability for assets is compared with existing
assets at reasonable intervals and appropriate action is taken with respect
to any differences.

(r) The Company is not required to make, and following receipt of the
proceeds from the sale of the Common Shares will not be required to make,
any filing or to register under the Investment Company Act of 1940, as
amended.

(s) There is no proceeding pending or threatened (or, to the
knowledge of the Company or any of its subsidiaries or any officer of the
Company or its subsidiaries, any basis therefor) which may lead to the
revocation, suspension, termination or nonrenewal of any certificate,
order, license, permit, easement, consent, waiver, approval, franchise,
grant, authorization or concession required to conduct the business of the
Company or its subsidiaries as now conducted and as proposed to be
conducted and which are material to the Company and its subsidiaries, taken
as a whole.

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(t) Neither the Company nor to the best of the Company's knowledge
any franchisee of the Company sells alcoholic beverages at any of the
Company's restaurants or at any restaurant operated by a franchisee of the
Company.

(u) The documents incorporated by reference in the Registration
Statement and Prospectus comply in all material respects with the
requirements of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules and regulations of the Commission
thereunder, and any additional documents deemed to be incorporated by
reference in the Prospectus will, when they are filed with the Commission,
comply in all material respects with the requirements of the Exchange Act
and the rules and regulations of the Commission thereunder, and both the
documents incorporated by reference in the Prospectus and any additional
documents deemed to be incorporated by reference in the Prospectus do not
and will not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances in which they are
made, not misleading.

SECTION 3. Representations and Warranties of the Underwriters. The
Underwriters represent and warrant to the Company that the information set forth
(i) on the cover page of the Prospectus with respect to price, underwriting
discounts and commissions and terms of the offering and (ii) under
"Underwriting" in the Prospectus furnished to the Company by the Underwriters
for use in connection with the preparation of the Registration Statement and the
Prospectus is correct in all material respects. The Company acknowledges that
this information is the sole information furnished to the Company by the
Underwriters for inclusion in the Registration Statement, any Preliminary
Prospectus, any Prospectus, or any amendment or supplement thereto.

SECTION 4. Purchase, Sale and Delivery of Common Shares. On the basis of
the representations, warranties and agreements herein contained, but subject to
the terms and conditions herein set forth, the Company agrees to issue and sell
to the Underwriters 800,000 Firm Common Shares, and the Underwriters agree,
severally and not jointly, to purchase from the Company the number of Firm
Common Shares set forth opposite their respective names in Schedule A hereto.
The purchase price per share to be paid by the Underwriters to the Company and
the Firm Selling Stockholders shall be $________ per share.

Delivery of the certificate(s) for the Firm Common Shares to be purchased
by the Underwriters shall be made by or on behalf of the Company to the
Underwriters or to the account of Montgomery Securities at the Depositary Trust
Corporation, New York, New York ("DTC"), as Montgomery Securities may direct,
for the respective accounts of the Underwriters. In the event certificates are
delivered to the Underwriters other than through DTC, such delivery shall be
made at the offices of Greenbaum Doll & McDonald

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PLLC, 3300 National City Tower, Louisville, Kentucky 40202-3197 (or such other
place as may be agreed upon by the Company and the Underwriters). Delivery of
certificates, whether through DTC or otherwise, shall be made at such time and
date, not later than the third (or, if the Firm Common Shares are priced, as
contemplated by Rule 15cb-1(c) promulgated under the Securities Exchange Act of
1934, as amended, after 4:30 p.m. Washington D.C. Time, the fourth) full
business day following the first date that any of the Common Shares are released
by the Underwriters for sale to the public, as the Underwriters shall designate
(the "First Closing Date"); provided, however, that if the Prospectus is at any
time prior to the First Closing Date recirculated to the public, the First
Closing Date shall occur upon the later of the third or fourth, as the case may
be, full business day following the first date that any of the Common Shares are
released by the Underwriters for sale to the public or the date that is forty-
eight hours after the date that the Prospectus has been so recirculated. The
certificates for the Firm Common Shares shall be registered in such names and
denominations as the Underwriters shall have requested at least two full
business days prior to the First Closing Date and shall be made available for
checking and packaging on the business day preceding the First Closing Date at a
location in New York, New York, as may be designated by the Underwriters. Time
shall be of the essence, and delivery at the time and place specified in this
Agreement as a further condition to the obligations of the Underwriters.
Payment by the Underwriters for the purchase price for the Firm Common Shares
shall be made by wire transfer in same day funds to ____________________ bank,
account number ________________, as designated by the Company.

In addition, on the basis of the representations, warranties and agreements
herein contained, but subject to the terms and conditions herein set forth, the
Company hereby grants an option to the Underwriters to purchase up to 120,000
Optional Common Shares at the purchase price per share to be paid for the Firm
Common Shares, for use solely in covering any over-allotments made by the
Underwriters in the sale and distribution of the Firm Common Shares. The option
granted hereunder may be exercised at any time (but not more than once) within
30 days after the first date that any of the Firm Common Shares are released by
the Underwriters for sale to the public upon notice by the Underwriters to the
Company setting forth the aggregate number of Optional Common Shares as to which
the Underwriters are exercising the option, the names and denominations in which
the certificates for such shares are to be registered and the time and place at
which such certificates will be delivered. Such time of delivery (which may not
be earlier than the First Closing Date), being herein referred to as the "Second
Closing Date," shall be determined by the Underwriters, but if at any time other
than the First Closing Date shall not be earlier than three nor later than five
full business days after delivery of such notice of exercise. The number of
Optional Common Shares to be purchased by each Underwriter shall be determined
by multiplying the aggregate number of Optional Common Shares to be sold by the
Company pursuant to such notice of exercise

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by a fraction, the numerator of which is the number of Firm Common Shares to be
purchased by such Underwriter as set forth opposite its name in Schedule A and
the denominator of which is 800,000 (subject to such adjustments to eliminate
any fractional share purchases as the Underwriters in their discretion may
make). Certificates for the Optional Common Shares will be made available for
checking and packaging on the business day preceding the Second Closing Date at
a location in New York, New York, designated by you. The manner of payment for
and delivery of the Optional Common Shares shall be the same as for the Firm
Common Shares purchased, as specified in this Section 4. At any time before
lapse of the option, the Underwriters may cancel such option by giving written
notice of such cancellation to the Company. If the option is canceled or
expires unexercised in whole or in part, the Company will deregister under the
Act the number of Optional Common Shares as to which the option has not been
exercised.

Subject to the terms and conditions hereof, the Underwriters propose to
make a public offering of their respective portions of the Firm Common Shares,
and of the Optional Common Shares if and to the extent that the Underwriters
exercise their option to purchase Optional Common Shares, as soon after the
effective date of the Registration Statement as in the judgment of the
Underwriters is advisable and at the public offering price set forth on the
cover page of and on the terms set forth in the Prospectus.

SECTION 5. Covenants of the Company. The Company covenants and agrees
that:

(a) The Company will use its best efforts to cause the Registration
Statement and any amendment thereof, if not effective at the time and date
that this Agreement is executed and delivered by the parties hereto, to
become effective. If the Registration Statement has become or becomes
effective pursuant to Rule 430A of the Rules and Regulations, or the filing
of the Prospectus is otherwise required under Rule 424(b) of the Rules and
Regulations, the Company will file the Prospectus, properly completed,
pursuant to the applicable paragraph of Rule 424(b) of the Rules and
Regulations within the time period prescribed and will provide evidence
satisfactory to the Underwriters of such timely filing. The Company will
promptly advise the Underwriters in writing (i) of the receipt of any
comments of the Commission, (ii) of any request of the Commission for
amendment of or supplement to the Registration Statement (either before or
after it becomes effective), any Preliminary Prospectus or the Prospectus
or for additional information, (iii) when the Registration Statement shall
have become effective and (iv) of the issuance by the Commission of any
stop order suspending the effectiveness of the Registration Statement or of
the institution of any proceedings for that purpose. If the Commission
shall enter any such stop order at any time, the Company will use its best
efforts to obtain the lifting of such order at the earliest possible
moment. The Company will not file any amendment or supplement to the

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Registration Statement (either before or after it becomes effective), any
Preliminary Prospectus or the Prospectus of which the Underwriters have not
been furnished with a copy a reasonable time prior to such filing or to
which the Underwriters reasonably object in writing or which is not in
compliance with the Act and the Rules and Regulations.

(b) The Company will prepare and file with the Commission, promptly
upon the Underwriters' request, any amendments or supplements to the
Registration Statement or the Prospectus which in the Underwriters'
judgment may be necessary or advisable to enable the several Underwriters
to continue the distribution of the Common Shares and will use its best
efforts to cause the same to become effective as promptly as possible. The
Company will fully and completely comply with the provisions of Rule 430A
of the Rules and Regulations with respect to information omitted from the
Registration Statement in reliance upon such Rule.

(c) If at any time within the nine-month period referred to in
Section 10(a)(3) of the Act during which a prospectus relating to the
Common Shares is required to be delivered under the Act any event occurs,
as a result of which the Prospectus, including any amendments or
supplements, would include an untrue statement of a material fact, or omit
to state any material fact required to be stated therein or necessary to
make the statements therein not misleading, or if it is necessary at any
time to amend the Prospectus, including any amendments or supplements, to
comply with the Act or the Rules and Regulations, the Company will promptly
advise the Underwriters thereof and will promptly prepare and file with the
Commission, at its own expense, an amendment or supplement which will
correct such statement or omission or an amendment or supplement which will
effect such compliance and will use its best efforts to cause the same to
become effective as soon as possible; and, in case any Underwriter is
required to deliver a prospectus after such nine-month period, the Company,
upon request, but at the expense of such Underwriter, will promptly prepare
such amendment or amendments to the Registration Statement and such
Prospectus or Prospectuses as may be necessary to permit compliance with
the requirements of Section 10(a)(3) of the Act.

(d) As soon as practicable, but not later than 45 days after the end
of the first quarter ending after one year following the "effective date of
the Registration Statement" (as defined in Rule 158(c) of the Rules and
Regulations), the Company will make generally available to its security
holders an earnings statement (which need not be audited) covering a period
of 12 consecutive months beginning after the effective date of the
Registration Statement which will satisfy the provisions of the last
paragraph of Section 11(a) of the Act.

-13-

(e) During such period as a prospectus is required by law to be
delivered in connection with sales by an Underwriter or dealer, the
Company, at its expense, but only for the nine-month period referred to in
Section 10(a)(3) of the Act, will furnish to the Underwriters or mail
copies of the Registration Statement, the Prospectus, the Preliminary
Prospectus and all amendments and supplements to any such documents in each
case as soon as available and in such quantities as the Underwriters may
request, for the purposes contemplated by the Act.

(f) The Company shall cooperate with the Underwriters and their
counsel in order to qualify or register the Common Shares for sale under
(or obtain exemptions from the application of) the Blue Sky laws of such
jurisdictions, and, in the case of jurisdictions in Canada, under Canadian
securities laws, as the Underwriters designate, will comply with such laws
and will continue such qualifications, registrations and exemptions in
effect so long as reasonably required for the distribution of the Common
Shares. The Company shall not be required to qualify as a foreign
corporation or to file a general consent to service of process in any such
jurisdiction where it is not presently qualified or where it would be
subject to taxation as a foreign corporation. The Company will advise the
Underwriters promptly of the suspension of the qualification or
registration of (or any such exemption relating to) the Common Shares for
offering, sale or trading in any jurisdiction or any initiation or overt
threat of any proceeding for any such purpose, and in the event of the
issuance of any order suspending such qualification, registration or
exemption, the Company, with the Underwriters' cooperation, will use its
best efforts to obtain the withdrawal thereof.

(g) During the period of five years hereafter, the Company will
furnish to the Underwriters: (i) as soon as practicable after the end of
each fiscal year, copies of the Annual Report to Stockholders of the
Company containing the balance sheet of the Company as of the close of such
fiscal year and statements of income, stockholders' equity and cash flows
for the year then ended and the opinion thereon of the Company's
independent public accountants; (ii) as soon as practicable after the
filing thereof, copies of each proxy statement, Annual Report on Form 10-K,
Quarterly Report on Form 10-Q, Report on Form 8-K or other report filed by
the Company with the Commission, the NASD or any securities exchange; and
(iii) as soon as available, copies of any report or communication of the
Company mailed generally to holders of its Common Stock.

(h) During the period of 90 days from the date of the Prospectus,
without the prior written consent of either Montgomery Securities or the
Underwriters acting jointly (the giving or withholding of such written
consent being in the sole discretion of Montgomery Securities, or the
Underwriters acting jointly, as the case

-14-

may be), the Company will not issue, offer, sell, grant options to purchase
or otherwise dispose of any of the Company's equity securities or any other
securities convertible into or exchangeable with its Common Stock or other
equity security, except for (i) the grant of options in the ordinary course
of business pursuant to existing stock option plans; (ii) the issuance of
shares of Common Stock pursuant to the exercise of director, officer or
employee stock options that are disclosed in the Registration Statement or
Prospectus or the other documents incorporated by reference therein and are
outstanding on the date of the Prospectus; [or (iii) the issuance of up to
a maximum of 250,000 shares of Common Stock for the acquisition of
additional restaurants or properties.]

(i) The Company will apply the net proceeds of the sale of the Common
Shares sold by it substantially in accordance with its statements under the
caption "Use of Proceeds" in the Prospectus.

(j) The Company will use its best efforts to qualify or register its
Common Stock for sale in non-issuer transactions under (or obtain
exemptions from the application of) the Blue Sky laws of the State of
California (and thereby permit market making transactions and secondary
trading in the Company's Common Stock in California), will comply with such
Blue Sky laws and will use its best efforts to maintain such
qualifications, registrations and exemptions in effect for a period of five
years after the date hereof.

The Underwriters may, in their sole discretion, waive in writing the
performance by the Company of any one or more of the foregoing covenants or
extend the time for their performance.

SECTION 6. Payment of Expenses. Whether or not the transactions
contemplated hereunder are consummated or this Agreement becomes effective or is
terminated, the Company agrees to pay all costs, fees and expenses incurred in
connection with the performance of its obligations hereunder, including without
limiting the generality of the foregoing, (i) all expenses incident to the
issuance and delivery of the Common Shares (including all printing and engraving
costs), (ii) all fees and expenses of the registrar and transfer agent of the
Common Stock, (iii) all necessary issue, transfer and other stamp taxes in
connection with the issuance and sale of the Common Shares to the Underwriters,
(iv) all fees and expenses of the Company's counsel and the Company's
independent accountants, (v) all costs and expenses incurred in connection with
the preparation, printing, filing, shipping and distribution to the Underwriters
and dealers of the Registration Statement, each Preliminary Prospectus and the
Prospectus (including all exhibits and financial statements) and all amendments
and supplements provided for herein, this Agreement, the Agreement Among
Underwriters, the Selected Dealers

-15-

Agreement, the Underwriters' Questionnaire, the Underwriters' Power of Attorney
and the preliminary Blue Sky memorandum and final Blue Sky memorandum, (vi) all
filing fees, attorneys' fees and expenses incurred by the Company or the
Underwriters in connection with qualifying or registering (or obtaining
exemptions from the qualification or registration of) all or any part of the
Common Shares for offer and sale under the Blue Sky laws and applicable Canadian
securities laws, (vii) the filing fee of the NASD and attorneys fees and
expenses incurred by the Company or the Underwriters in obtaining a letter of no
objection from the NASD, and (viii) all other fees, costs and expenses referred
to in Item 14 of the Registration Statement. Except as provided in this Section
6, Section 8 and Section 10 hereof, the Underwriters shall pay all of their own
expenses, including the fees and disbursements of their counsel (excluding those
relating to qualification, registration or exemption under the Blue Sky laws,
Canadian securities laws, the Blue Sky memoranda and relating to obtaining a
letter of no objection from the NASD, referred to above).

SECTION 7. Conditions of the Obligations of the Underwriters. The
obligations of the Underwriters to purchase and pay for the Firm Common Shares
on the First Closing Date and the Optional Common Shares on the Second Closing
Date shall be subject to the accuracy of the representations and warranties on
the part of the Company herein set forth as of the date hereof and as of the
First Closing Date or the Second Closing Date, as the case may be, to the
accuracy of the statements of Company officers made pursuant to the provisions
of this Agreement, to the performance by the Company of its obligations
hereunder, and to the following additional conditions:

(a) The Registration Statement shall have become effective not later
than 5:00 p.m., Washington D.C. time, on the date of this Agreement, or at
such later time as shall have been consented to by you; if the filing of
the Prospectus, or any supplement thereto, is required pursuant to Rule
424(b) of the Rules and Regulations, the Prospectus shall have been filed
in the manner and within the time period required by Rule 424(b) of the
Rules and Regulations; and prior to such Closing Date, no stop order
suspending the effectiveness of the Registration Statement shall have been
issued and no proceedings for that purpose shall have been instituted or
shall be pending or, to the knowledge of the Company or the Underwriters,
shall be contemplated by the Commission; and any request of the Commission
for inclusion of additional information in the Registration Statement, or
otherwise, shall have been complied with to the Underwriters' satisfaction.

(b) The Underwriters shall be satisfied that since the respective
dates as of which information is given in the Registration Statement and
Prospectus, (i) there shall not have been any change in the capital stock
(other than pursuant to the exercise of director, officer or employee stock
options disclosed in the Registration Statement or Prospectus and
outstanding as of the date of the Prospectus) of the

-16-

Company or its subsidiaries or any material change in the indebtedness of
the Company or its subsidiaries, (ii) except as set forth in or
contemplated by the Registration Statement or the Prospectus, no material
verbal or written agreement or other transaction shall have been entered
into by the Company or its subsidiaries which is not in the ordinary course
of business and which reasonably could be expected to result in a material
reduction in the future earnings of the Company or its subsidiaries, taken
as a whole, (iii) no loss or damage (whether or not insured) to the
property of the Company or its subsidiaries shall have been sustained which
materially and adversely affects the condition (financial or otherwise),
business, results of operations or prospects of the Company or its
subsidiaries, taken as a whole, (iv) no legal or governmental action, suit
or proceeding affecting the Company or its subsidiaries which could have a
material adverse effect upon the Company and its subsidiaries, taken as a
whole, or which affects or may affect the transactions contemplated by this
Agreement shall have been instituted or threatened and (v) there shall not
have been any material change in the condition (financial or otherwise),
business, management, results of operations or prospects of the Company and
its subsidiaries taken as a whole which makes it impractical or inadvisable
in the judgment of the Underwriters to proceed with the public offering or
purchase of the Common Shares as contemplated hereby.

(c) There shall have been furnished to the Underwriters on each
Closing Date, in form and substance satisfactory to the Underwriters, such
documents and certificates as the Underwriters shall reasonably request,
including the following:

(i) An opinion of Greenebaum Doll & McDonald PLLC, counsel for
the Company, addressed to the Underwriters and dated the First Closing
Date, or the Second Closing Date, as the case may be, to the effect
that:

(1) Each of the Company and its subsidiaries, respectively,
has been duly incorporated and is validly existing as a
corporation in good standing under the laws of its jurisdiction
of incorporation, is duly qualified to do business as a foreign
corporation and is in good standing in all other jurisdictions
where the ownership or leasing of properties or the conduct of
its business requires such qualification, except for
jurisdictions in which the failure to so qualify would not have a
material adverse effect on the Company or its subsidiaries, as
the case may be, and each has full corporate power and authority
to own its properties and conduct its business as described in
the Registration Statement;

-17-

(2) The authorized capital stock of the Company is as set
forth under the caption "Capitalization" in the Prospectus, and
the number of shares of Common Stock that will be issued and
outstanding after consummation of the transactions contemplated
hereby is as set forth under the caption "Prospectus Summary -
The Offering" (assuming the Underwriters do not elect to purchase
any of the Optional Common Shares); all necessary and proper
corporate proceedings have been taken in order to validly
authorize such authorized Common Stock and to validly issue such
issued and outstanding Common Stock; all outstanding shares of
Common Stock (including the Firm Common Shares and Optional
Common Shares, if any) have been duly and validly authorized and
issued, are fully paid and nonassessable, were not issued in
violation of any preemptive rights or other rights to subscribe
for or purchase any securities and conform to the description
thereof contained in the documents incorporated by reference into
the Prospectus; without limiting the foregoing, there are no
preemptive or other rights to subscribe for or purchase any of
the Common Shares to be sold by the Company hereunder; neither
the Amended and Restated Certificate of Incorporation nor
Restated Bylaws of the Company, nor does any contract, contain
any restriction upon the voting or transfer of any of the shares
of capital stock of the Company (including the Firm Common Shares
and the Option Common Shares), except such restrictions as may be
imposed by federal and state securities laws or as may be
expressly described in the Prospectus;

(3) All of the issued and outstanding shares of capital
stock of the Company's subsidiaries have been duly and validly
authorized and issued, are fully paid and nonassessable, and good
and valid title thereto is held by the Company free and clear of
all liens, claims, equities or other encumbrances of any kind or
character;

(4) The certificate(s) evidencing the Common Shares to be
delivered hereunder are in due and proper form under Delaware
law, and when duly countersigned by the Company's transfer agent
and registrar, and delivered to the Underwriters or to the order
of the Underwriters against payment of the agreed consideration
therefor in accordance with the provisions of this Agreement,
good and valid title to the Common Shares (including the Firm
Common Shares to be sold by the Company and the Optional Common
Shares to be sold by the Company to the extent that the over-
allotment option is exercised)

-18-

will pass to the Underwriters free and clear of any liens,
claims, equities or other encumbrances of any kind or character,
and the Common Shares represented by such certificate(s) will be
duly authorized and validly issued, fully paid and nonassessable,
will not have been issued in violation of or subject to any
preemptive rights or other rights to subscribe for or purchase
securities, and will conform to the description thereof contained
in the documents incorporated by reference into the Prospectus;

(5) Except as disclosed in the Prospectus, there are no
outstanding options, warrants or other rights calling for the
issuance of, and no commitments or obligations to issue, any
shares of capital stock of the Company or any security
convertible into or exchangeable for capital stock of the
Company;

(6) (a) The Company has met all of the eligibility
requirements for the use of a registration statement on Form S-3.

(b) The Registration Statement has become effective
under the Act, and, to such counsel's knowledge, no stop order
suspending the effectiveness of the Registration Statement or
preventing the use of the Prospectus has been issued and no
proceedings for that purpose have been instituted or are pending
or overtly threatened by the Commission; any required filing of
the Prospectus and any supplement thereto pursuant to Rule 424(b)
of the Rules and Regulations has been made in the manner and
within the time period required by such Rule 424(b);

(c) The Registration Statement, the Prospectus and
each amendment or supplement thereto (except for the financial
statements and schedules and other statistical financial data and
schedules included therein, as to which such counsel need express
no opinion) comply as to form in all material respects with the
requirements of the Act and the Rules and Regulations; and

(d) The documents incorporated by reference in the
Prospectus (except for the financial statements and schedules and
other statistical financial data and schedules included therein,
as to which such counsel need express no opinion) comply as to
form in all material respects with the requirements of the
Exchange Act and the rules and regulations of the Commission
thereunder.

-19-

(e) To such counsel's knowledge, there are no
franchises, leases, contracts, agreements or documents of a
character required to be disclosed in the Registration Statement,
the Prospectus, the documents incorporated by reference in the
Prospectus, or to be filed as exhibits to the Registration
Statement or the documents incorporated by reference into the
Prospectus which are not disclosed or filed, as required;

(7) The Company has full right, corporate power and
authority to enter into this Agreement and to sell and deliver
the Common Shares to be sold by it to the Underwriters; this
Agreement has been duly and validly authorized by all necessary
corporate action by the Company, has been duly and validly
executed and delivered by and on behalf of the Company, and is a
valid and binding agreement of the Company enforceable against
the Company in accordance with its terms, except to the extent
that (i) the validity and binding effect and enforcement of this
Agreement may be limited by any applicable bankruptcy,
reorganization, moratorium, or similar laws of general
application, (ii) the availability of equitable remedies may be
limited by principles of equity, whether considered in a
proceeding at law or in equity, and (iii) the terms hereof may be
limited by applicable securities laws and the policies embodied
therein; and no approval, authorization, order, consent,
registration, filing, qualification, license or permit of or with
any court, regulatory, administrative or other governmental body
is required for the execution and delivery of this Agreement by
the Company or the consummation of the transactions contemplated
by this Agreement, except such as have been obtained and are in
full force and effect under the Act and such as may be required
under applicable Blue Sky laws and applicable Canadian securities
laws in connection with the purchase and distribution of the
Common Shares by the Underwriters and the obtaining of a letter
of no objection from the NASD with respect to such offering;

(8) The execution and performance of this Agreement, the
sale of the Common Shares and the consummation of the
transactions herein contemplated will not violate any of the
provisions of the Amended and Restated Certificate of
Incorporation or Restated Bylaws of the Company or the Articles
of Incorporation or Bylaws of any of its subsidiaries or, to such
counsel's knowledge, conflict with, result in the breach of, or
constitute, either by itself or upon notice or the passage of
time or both, a default under any agreement, mortgage,

-20-

deed of trust, lease, franchise, license, indenture, permit or
other instrument to which the Company or its subsidiaries is a
party or by which the Company or its subsidiaries or any of its
or their property may be bound or affected, or violate any
statute, judgment, decree, order, rule or regulation of any
court or government body having jurisdiction over the Company or
its subsidiaries or any of its or their property (other than
state securities or Blue Sky laws and regulations as to which
counsel need not express any opinion);

(9) The Company is not in violation of its Amended and
Restated Certificate of Incorporation or Restated Bylaws and the
Company's subsidiaries are not in violation of their Articles of
Incorporation or Bylaws, and, to such counsel's knowledge neither
the Company nor its subsidiaries is in breach of or default with
respect to any provision of any agreement, mortgage, deed of
trust, lease, loan agreement, security agreement, license,
indenture, permit or other instrument to which the Company or its
subsidiaries is a party or by which the Company or any of its
properties or the Company's subsidiaries or any of their
properties may be bound or affected, except where such default
would not materially adversely affect the Company or its
subsidiaries, taken as a whole; and, to such counsel's knowledge,
the Company and its subsidiaries are in compliance with all laws,
rules, regulations, judgments, decrees, orders and statutes of
any court or jurisdiction to which they are subject, except where
noncompliance would not materially adversely affect the Company
or its subsidiaries, taken as a whole;

(10) To such counsel's knowledge, there are no legal
actions, suits or governmental proceedings pending or threatened
before any court or governmental agency, authority or body which,
if determined adversely to the Company or its subsidiaries, would
individually or in the aggregate have a material adverse effect
on the financial position, stockholders' equity or results of
operations of the Company or its subsidiaries, taken as a whole;

(11) Except to the extent the registration rights granted
pursuant to the Asset Purchase Agreement have not been waived
pursuant to the waivers annexed to such counsel's opinion, to
such counsel's knowledge, no holders of securities of the Company
have rights to the registration of shares of Common Stock or
other securities which would be required to be included in the
Registration

-21-

Statement filed by the Company or included in the offering
contemplated thereby;

(12) No transfer taxes are required to be paid under the
laws of the Commonwealth of Kentucky in connection with the sale
and delivery of the Common Shares to the Underwriters hereunder;

In rendering such opinion, such counsel may rely, as to matters
of fact, on certificates of the officers of the Company and of
governmental officials, in which case their opinion shall state that
they are so doing and that the Underwriters are justified in relying
on such certificates and copies of such certificates are to be
attached to the opinion.

In addition, such counsel shall state that they have participated
in conferences with officers, employees and other representatives of
the Company, counsel for the Underwriters, representatives of the
independent public accountants for the Company and representatives of
the Underwriters at which the contents of the Registration Statement
and Prospectus and related matters were discussed and, although such
counsel is not passing upon and does not assume any responsibility
for, the accuracy, completeness or fairness of the statements
contained in the Registration Statement and Prospectus and has not
made any independent check or verification thereof, on the basis of
the foregoing (relying as to materiality to a large extent upon the
statements of officers, employees and other representatives of the
Company), no facts have come to such counsel's attention that lead
them to believe that either the Registration Statement at the time
such Registration Statement became effective contained an untrue
statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements
therein in light of the circumstances in which they were made, not
misleading, or the Prospectus as of its date contained an untrue
statement of a material fact or omitted to state a material fact
necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, except that
such counsel need express no opinion with respect to the financial
statements, schedules and other statistical financial data included in
the Registration Statement or Prospectus.

(ii) Such opinion or opinions of Locke Purnell Rain Harrell (A
Professional Corporation), counsel for the Underwriters, dated the
First Closing Date or the Second Closing Date, as the case may be,
with respect to the incorporation of the Company and its subsidiaries,
the sufficiency of all corporate proceedings and other legal matters
relating to this Agreement,

-22-

the validity of the Common Shares, the Registration Statement and the
Prospectus and other related matters as the Underwriters may
reasonably require, and the Company shall have furnished to such
counsel such documents and shall have exhibited to them such papers
and records as they reasonably may request for the purpose of enabling
them to pass upon such matters. In connection with such opinions,
such counsel may rely on representations or certificates of the
officers of the Company and governmental officials.

(iii) A certificate of the Company executed by the Chairman of
the Board and Chief Executive Officer and the Chief Financial or
Accounting Officer of the Company, dated the First Closing Date or the
Second Closing Date, as the case may be, to the effect that:

(1) The representations and warranties of the Company set
forth in Section 2 of this Agreement are true and correct as of
the date of this Agreement and as of the First Closing Date or
the Second Closing Date, as the case may be, and the Company has
complied with all the agreements and satisfied all the conditions
on its part to be performed or satisfied on or prior to such
Dates, respectively;

(2) The Commission has not issued any order preventing or
suspending the use of the Prospectus or any Preliminary
Prospectus filed as a part of the Registration Statement or any
amendment thereto; no stop order suspending the effectiveness of
the Registration Statement has been issued; and to the best of
the knowledge of the respective signers, no proceedings for that
purpose have been instituted or are pending or overtly threatened
under the Act;

(3) Each of the respective signers of the certificate has
carefully examined the Registration Statement and the Prospectus;
in his opinion and to the best of his knowledge, the Registration
Statement and the Prospectus and any amendments or supplements
thereto contain all statements required to be stated therein
regarding the Company and its subsidiaries, and neither the
Registration Statement nor the Prospectus nor any amendment or
supplement thereto includes any untrue statement of a material
fact or omits to state any material fact required to be stated
therein or necessary to make the statements therein not
misleading;

-23-

(4) Since the initial date on which the Registration
Statement was filed, no agreement, written or oral, transaction
or event has occurred which should have been set forth in an
amendment to the Registration Statement or in a supplement to or
amendment of any Prospectus which has not been disclosed in such
a supplement or amendment;

(5) Since the respective dates as of which information is
given in the Registration Statement and the Prospectus, and
except as disclosed in or contemplated by the Prospectus, there
has not been any material adverse change or a development
involving a material adverse change in the condition (financial
or otherwise), business, properties, results of operations,
management or prospects of the Company and its subsidiaries,
taken as a whole; and no legal or governmental action, suit or
proceeding is pending or threatened against the Company or its
subsidiaries which is material to the Company or its
subsidiaries, whether or not arising from transactions in the
ordinary course of business, or which may adversely affect the
transactions contemplated by this Agreement; neither the Company
nor its subsidiaries has entered into any verbal or written
agreement or other transaction which is not in the ordinary
course of business or which reasonably could be expected to
result in a material reduction in the future earnings of the
Company or its subsidiaries, or incurred any material liability
or obligation, direct, contingent or indirect, made any change in
its capital stock, made any material change in its short-term
debt or long-term debt or repurchased or otherwise acquired any
of the Company's capital stock; and the Company has not declared
or paid any dividend, or declared or made any other distribution,
with respect to its outstanding capital stock payable to
stockholders of record, except as disclosed in the Prospectus, on
a date prior to the First Closing Date or Second Closing Date, as
the case may be; and

(6) Since the respective dates as of which information is
given in the Registration Statement and the Prospectus and except
as disclosed in or contemplated by the Prospectus, neither the
Company nor its subsidiaries has sustained a material loss or
damage by strike, fire, flood, windstorm, accident or other
calamity (whether or not insured).

-24-

(iv) On the date before this Agreement is executed and also on
the First Closing Date and the Second Closing Date, a letter addressed
to the Underwriters from Ernst & Young, independent accountants, the
first one to be dated the day before the date of this Agreement, the
second one to be dated the First Closing Date and the third one (in
the event of a Second Closing) to be dated the Second Closing Date, in
form and substance satisfactory to you.

(v) On or before the First Closing Date, letters from each
director and officer of the Company, in form and substance
satisfactory to you, confirming that for a period of 90 days from the
date of the Prospectus such person or entity will not directly or
indirectly sell or offer to sell or otherwise dispose of any shares of
Common Stock or any right to acquire such shares without the prior
written consent of either Montgomery Securities or the Underwriters
acting jointly, which consent may be withheld at the sole discretion
of Montgomery Securities, or the Underwriters acting jointly, as the
case may be.

All such opinions, certificates, letters and documents shall be in
compliance with the provisions hereof only if they are reasonably
satisfactory to the Underwriters and to Locke Purnell Rain Harrell (A
Professional Corporation), counsel for the Underwriters. The Company and
the Selling Stockholders shall furnish the Underwriters with such manually
signed or conformed copies of such opinions, certificates, letters and
documents as the Underwriters request. Any certificate signed by any
officer of the Company and delivered to the Underwriters shall be deemed to
be a representation and warranty by the Company to the Underwriters as to
the statements made therein.

If any condition to the Underwriters' obligations hereunder to be
satisfied prior to or at the First Closing Date is not so satisfied, this
Agreement at the election of the Underwriters will terminate upon
notification by the Underwriters to the Company without liability on the
part of any Underwriter or the Company, except for the expenses to be paid
or reimbursed by the Company pursuant to Sections 6 and 8 hereof and except
to the extent provided in Section 10 hereof.

SECTION 8. Reimbursement of Underwriters' Expenses. If this Agreement
shall be terminated by the Underwriters pursuant to Section 7, or if the sale to
the Underwriters of the Common Shares at the First Closing Date is not
consummated because of any refusal, inability or failure on the part of the
Company to perform any agreement herein or to comply with any provision hereof,
the Company agrees to reimburse the Underwriters upon demand for all out-of-
pocket expenses that shall have been reasonably incurred by

-25-

the Underwriters in connection with the proposed purchase and the sale of the
Common Shares, including but not limited to fees and disbursements of
Underwriters' counsel, printing expenses, travel expenses, postage, telecopy
charges and telephone charges relating directly to the offering contemplated by
the Prospectus. Any such termination shall be without liability of any party to
any other party, except that the provisions of this Section 8, Section 6 and
Section 10 shall at all times be effective and shall apply.

SECTION 9. Effectiveness of Registration Statement. The Underwriters and
the Company will use their respective best efforts to cause the Registration
Statement to become effective, to prevent the issuance of any stop order
suspending the effectiveness of the Registration Statement and, if such stop
order be issued, to obtain as soon as possible the lifting thereof.

SECTION 10. Indemnification.

(a) The Company agrees to indemnify and hold harmless each
Underwriter and each person, if any, who controls any Underwriter within
the meaning of the Act against any losses, claims, damages, liabilities or
expenses, joint or several, to which such Underwriter or such controlling
person may become subject, under the Act, the Exchange Act, or other
federal or state statutory law or regulation, or at common law or otherwise
(including in settlement of any litigation, if such settlement is effected
with the written consent of the Company and the Selling Stockholders),
insofar as such losses, claims, damages, liabilities or expenses (or
actions in respect thereof as contemplated below) arise out of or are based
upon any untrue statement or alleged untrue statement of any material fact
contained in the Registration Statement, any Preliminary Prospectus, the
Prospectus, any amendment or supplement thereto, or any document
incorporated by reference into the Prospectus, or arise out of or are based
upon the omission or alleged omission to state in any of them a material
fact required to be stated therein or necessary to make the statements in
any of them not misleading, or arise out of or are based in whole or in
part on any inaccuracy in the representations and warranties of the Company
contained herein or any failure of the Company to perform its obligations
hereunder or under law; and will reimburse each Underwriter and each such
controlling person for any legal and other expenses as such expenses are
reasonably incurred by such Underwriter or such controlling person in
connection with investigating, defending, settling, compromising or paying
any such loss, claim, damage, liability, expense or action; provided, that
the Company will not be liable in any such case to the extent that any such
loss, claim, damage, liability or expense arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged
omission made in the Registration Statement, any Preliminary Prospectus,
the Prospectus or any amendment or supplement thereto in reliance

-26-

upon and in conformity with the information furnished to the Company by the
Underwriters pursuant to Section 3 hereof; and provided further, that with
respect to any untrue statement or omission or alleged untrue statement or
omission made in any Preliminary Prospectus, the indemnity agreement
contained in this paragraph shall not inure to the benefit of any
Underwriter from whom the person asserting any such losses, claims,
damages, liabilities or expenses purchased the Common Shares concerned (or
to the benefit of any person controlling such Underwriter) to the extent
that any such loss, claim, damage, liability or expense of such Underwriter
or controlling person results from the fact that a copy of the Prospectus
was not sent or given to such person at or prior to the written
confirmation of sale of such Common Shares to such person as required by
the Act, and if the untrue statement or omission has been corrected in the
Prospectus, unless such failure to deliver the Prospectus was a result of
noncompliance by the Company with its obligations under Section 5(e)
hereof.

(b) In addition to their other obligations under this Section 10 the
Company and the Selling Stockholders jointly and severally agree that, as
an interim measure during the pendency of any claim, action, investigation,
inquiry or other proceeding arising out of or based upon any statement or
omission, or any alleged statement or omission, or any inaccuracy in the
representations and warranties of the Company herein or failure by the
Company to perform its obligations hereunder, all as described in Section
10(a), the Company will reimburse each Underwriter on a quarterly basis for
all reasonable legal or other expenses incurred in connection with
investigating or defending any such claim, action, investigation, inquiry
or other proceeding, notwithstanding the absence of a judicial
determination as to the propriety and enforceability of the Company's
obligations to reimburse each Underwriter for such expenses and the
possibility that such payments might later be held to have been improper by
a court of competent jurisdiction. To the extent that any such interim
reimbursement payment is so held to have been improper, each Underwriter
shall promptly return such payment to the Company, together with interest,
compounded daily, determined on the basis of the prime rate (or other
commercial lending rate for borrowers of the highest credit standing)
announced from time to time by Bank of America NT&SA, San Francisco,
California (the "Prime Rate"). Any such interim reimbursement payments
which are not made to an Underwriter within 30 days of a request for
reimbursement shall bear interest at the Prime Rate from the date of such
request. This indemnity agreement will be in addition to any liability
which the Company otherwise may have.

-27-

(c) Each Underwriter will severally indemnify and hold harmless the
Company, each of its directors, each of its officers who signed the
Registration Statement, and each person, if any, who controls the Company
within the meaning of the Act, against any losses, claims, damages,
liabilities or expenses to which the Company, or any such director,
officer, or controlling person may become subject under the Act, the
Exchange Act, or other federal or state statutory law or regulation, or at
common law or otherwise (including in settlement of any litigation, if such
settlement is effected with the written consent of such Underwriter),
insofar as such losses, claims, damages, liabilities or expenses (or
actions in respect thereof as contemplated below) arise out of or are based
upon any untrue or alleged untrue statement of any material fact contained
in the Registration Statement, any Preliminary Prospectus, the Prospectus,
or any amendment or supplement thereto, or arise out of or are based upon
the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading, in each case to the extent, but only to the extent, that such
untrue statement or alleged untrue statement or omission or alleged
omission was made in the Registration Statement, any Preliminary
Prospectus, the Prospectus, or any amendment or supplement thereto, in
reliance upon and in conformity with the information furnished to the
Company pursuant to Section 3 hereof (which information is the sole
information furnished to the Company by the Underwriters for inclusion in
the Registration Statement, any Preliminary Prospectus, any Prospectus, or
any amendment or supplement thereto); and will reimburse the Company, or
any such director, officer or controlling person for any legal and other
expense reasonably incurred by the Company, or any such director, officer
or controlling person in connection with investigating, defending,
settling, compromising or paying any such loss, claim, damage, liability,
expense or action. In addition to its other obligations under this Section
10(c), each Underwriter severally agrees that, as an interim measure during
the pendency of any claim, action, investigation, inquiry or other
proceeding arising out of or based upon any statement or omission, or any
alleged statement or omission, described in this Section 10(c) which
relates to information furnished to the Company pursuant to Section 4
hereof, it will reimburse the Company (and, to the extent applicable, each
officer, director or controlling person) on a quarterly basis for all
reasonable legal or other expenses incurred in connection with
investigating or defending any such claim, action, investigation, inquiry
or other proceeding, notwithstanding the absence of a judicial
determination as to the propriety and enforceability of the Underwriters'
obligation to reimburse the Company (and, to the extent applicable, each
officer, director, or controlling person) for such expenses and the
possibility that such payments might later be held to have been improper by
a court of competent jurisdiction. To the extent that any such interim
reimbursement payment is so held to have been improper, the Company (and,
to the extent applicable, each

-28-

officer, director or controlling person) shall promptly return such payment
to the Underwriters, together with interest, compounded daily, determined
on the basis of the Prime Rate. Any such interim reimbursement payments
which are not made within 30 days of a request for reimbursement, shall
bear interest at the Prime Rate from the date of such request. This
indemnity agreement will be in addition to any liability which such
Underwriter otherwise may have.

(d) Promptly after receipt by an indemnified party under this Section
of notice of the commencement of any action, such indemnified party will,
if a claim in respect thereof is to be made against an indemnifying party
under this Section, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party
will not relieve it from any liability which it may have to any indemnified
party for contribution or otherwise hereunder to the extent it is not
materially prejudiced as a proximate result of such failure. In case any
such action is brought against any indemnified party and such indemnified
party seeks or intends to seek indemnity from an indemnifying party, the
indemnifying party will be entitled to participate in, and, to the extent
that it may wish, jointly with all other indemnifying parties similarly
notified, to assume the defense thereof with counsel reasonably
satisfactory to such indemnified party; provided, however, if the
defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably
concluded that there may be a conflict between the positions of the
indemnifying party and the indemnified party in conducting the defense of
any such action or that there may be legal defenses available to it and/or
other indemnified parties which are different from or additional to those
available to the indemnifying party, the indemnified party or parties shall
have the right to select separate counsel to assume such legal defenses and
to otherwise participate in the defense of such action on behalf of such
indemnified party or parties. Upon receipt of notice from the indemnifying
party to such indemnified party of its election so to assume the defense of
such action and approval by the indemnified party of counsel, the
indemnifying party will not be liable to such indemnified party under this
Section for any legal expenses subsequently incurred by such indemnified
party in connection with the defense thereof unless (i) the indemnified
party shall have employed such counsel in connection with the assumption of
legal defenses in accordance with the proviso to the next preceding
sentence (it being understood, however, that the indemnifying party shall
not be liable for the expenses of more than one separate counsel, approved
by the Underwriters in the case of Section 10(a), representing the
indemnified parties who are parties to such action) or (ii) the
indemnifying party shall not have employed counsel reasonably satisfactory
to the indemnified party to represent the indemnified party within a
reasonable time

-29-

after notice of commencement of the action, in each of which cases the fees
and expenses of counsel shall be at the expense of the indemnifying party.

(e) If the indemnification provided for in this Section 10 is
required by its terms, but for any reason is held to be unavailable to or
otherwise insufficient to hold harmless any indemnified party under
paragraphs (a), (b), (c) or (d) in respect of any losses, claims, damages,
liabilities or expenses as referred to herein, then each applicable
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of any losses, claims, damages, liabilities
or expenses referred to herein (i) in such proportion as is appropriate to
reflect the relative benefits received by the Company and the Underwriters
from the offering of the Common Shares or (ii) if the allocation provided
by clause (i) above is not permitted by applicable law, then such
proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Company
and the Underwriters in connection with the statements or omissions or
inaccuracies in their representations and warranties herein which resulted
in such losses, claims, damages, liabilities or expenses, as well as any
other relevant equitable considerations. The respective relative benefits
received by the Company and the Underwriters shall be deemed to be in the
same proportion, in the case of the Company as the total price paid to the
Company for the Common Shares sold by it to the Underwriters (before
deducting expenses), and in the case of Underwriters as the underwriting
commissions received by them, bears to the total of such amounts paid to
the Company and the amounts received by the Underwriters as underwriting
commissions. The relative fault of the Company and the Underwriters shall
be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact or the inaccurate or the alleged
inaccurate representations and/or warranty relates to the information
supplied by the Company or the Underwriters and the parties relative
intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The amount paid or payable by a party
as a result of the losses, claims, damages, liabilities and expenses
referred to above shall be deemed to include, subject to the limitations
set forth in subsection (d) of this Section 10, any legal or other fees or
expenses reasonably incurred by such party in connection with investigating
or defending any action or claim. The provisions set forth in subsection
(d) of this Section 10 with respect to notice of commencement of any action
shall apply if a claim for contribution is to be made under this subsection
(e); provided, however, that no additional notice shall be required with
respect to any action for which notice has been given under subsection (d)
for the purposes of indemnification. The Company and the Underwriters
agree that it would not be just and equitable if contribution pursuant to
this Section 10 were determined solely by pro rata allocation (even if

-30-

the Underwriters were treated as one entity for such purpose) or by any
other method of allocation which does not take into account the equitable
considerations referred to in this subsection (e). Notwithstanding the
provisions of this Section 10, no Underwriter shall be required to
contribute any amount in excess of the amount of the total underwriting
commissions received by such Underwriter in connection with the Common
Shares underwritten by it and distributed to the public. No person guilty
of fraudulent misrepresentation (within a meaning of Section 11(f) of the
Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. The Underwriters' obligations to
contribute pursuant to this Section 10 are several in proportion to their
respective underwriting commitments and not joint.

(f) It is agreed that any controversy arising out of the operation of
the interim reimbursement arrangements set forth in this Section 10,
including the amounts of any requested reimbursement payments and the
method of determining such amounts, shall be settled by arbitration
conducted under the provisions of the Constitution and Rules of the Board
of Governors of the New York Stock Exchange, Inc. or pursuant to the Code
of Arbitration Procedure of the NASD. Any such arbitration must be
commenced by service of a written demand for arbitration or written notice
of intention to arbitrate, therein electing the arbitration tribunal. In
the event the party demanding arbitration does not make such designation of
an arbitration tribunal in such demand or notice, then the party responding
to said demand or notice is authorized to do so. Such an arbitration would
be limited to the operation of the interim reimbursement provisions
contained in this Section 11 and would not resolve the ultimate propriety
or enforceability of the obligation to reimburse expenses which is created
by the provisions of this Section 10.

SECTION 11. Default of Underwriters. It shall be a condition to this
Agreement and the obligation of the Company to sell and deliver the Common
Shares hereunder, and of each Underwriter to purchase the Common Shares in the
manner described herein, that, except as hereinafter in this paragraph provided,
each of the Underwriters shall purchase and pay for all the Common Shares agreed
to be purchased by such Underwriter hereunder upon tender to the Underwriters of
all such shares in accordance with the terms hereof. If ANY UNDERWRITER
defaults in its obligation to purchase Common Shares hereunder on either the
First or Second Closing Date and the aggregate number of Common Shares that such
defaulting Underwriter agreed but failed to purchase on such Closing Date does
not exceed 10% of the total number of Common Shares which the Underwriters are
obligated severally, in proportion to their respective commitments hereunder, to
purchase on such Closing Date, the non-defaulting Underwriters shall be
obligated to purchase the Common Shares that such defaulting Underwriter agreed
but failed to purchase on such Closing Date. If any Underwriter so defaults and
the aggregate number of Common Shares with

-31-

respect to which such default occurs is more than the above percentage and
arrangements satisfactory to the Underwriters and the Company for the purchase
of such Common Shares by other persons are not made within 48 hours after such
default, this Agreement will terminate without liability on the part of the non-
defaulting Underwriters or the Company (except for the expenses to be paid by
the Company pursuant to Section 6 hereof and except to the extent provided in
Section 10 hereof).

In the event that Common Shares to which a default relates are to be
purchased by the non-defaulting Underwriters or by another party or parties, the
Underwriters and the Company shall have the right to postpone the First or
Second Closing Date, as the case may be, for not more than three business days
in order that the necessary changes in the Registration Statement, Prospectus
and any other documents, as well as any other arrangements, may be effected. As
used in this Agreement, the term "Underwriter" includes any person substituted
for an Underwriter under this Section. Nothing herein will relieve a defaulting
Underwriter from liability for its default.

SECTION 12. Effective Date. This Agreement shall become effective at such
time as the Registration Statement has become effective and you shall have
released the Firm Common Shares for sale to the public; provided, however, that
the provisions of Sections 6, 8, 10 and 13 hereof shall at all times be
effective. For the purposes of this Section 12, the Firm Common Shares shall be
deemed to have been so released upon the release by the Underwriters for
publication, at any time after the Registration Statement has become effective,
of any newspaper advertisement relating to any of the Common Shares, or upon the
release by the Underwriters of any of the Common Shares for sale to the public,
whichever may occur first.

SECTION 13. Termination. Without limiting the right to terminate this
Agreement pursuant to any other provision hereof:

(a) This Agreement may be terminated by the Company by notice to the
Underwriters or by the Underwriters by notice to the Company at any time
prior to the time this Agreement shall become effective as to all its
provisions, and any such termination shall be without liability on the part
of the Company to the Underwriters (except for the expenses to be paid or
reimbursed by the Company pursuant to Sections 6 and 8 hereof and except to
the extent provided in Section 10 hereof) or of any Underwriter to the
Company (except to the extent provided in Section 10 hereof).

(b) This Agreement may also be terminated by the Underwriters prior
to the First Closing Date or prior to the Second Closing Date, as the case
may be, by notice to the Company and the Selling Stockholders (i) if
additional material governmental

-32-

restrictions not in force and effect on the date hereof shall have been
imposed upon trading in securities generally or minimum or maximum prices
shall have been generally established on the New York Stock Exchange or on
the American Stock Exchange or in the NASDAQ National Market or in the over
the counter market by the NASD, or trading in securities generally shall
have been suspended on either such Exchange or in the NASDAQ National
Market or in the over the counter market by the NASD or the Commission, or
a general banking moratorium shall have been established by federal, New
York, Kentucky or California authorities, (ii) if an outbreak of
hostilities or other national or international calamity or any material
change in political, financial or economic conditions shall have occurred
or shall have accelerated to such an extent that the effect on the
financial markets shall, in the judgment of the Underwriters, affect
adversely the marketability of the Common Shares, (iii) if any adverse
event shall have occurred or shall exist which makes untrue or incorrect in
any material respect any statement or information contained in the
Registration Statement or the Prospectus or any document incorporated by
reference into the Prospectus or which is not reflected in the Registration
Statement or the Prospectus or any document incorporated by reference into
the Prospectus but should be reflected therein in order to make the
statements or information contained therein not misleading in any material
respect, or (iv) if there shall be any action, suit or proceeding pending
or threatened, or there shall have been any development involving
particularly the business or properties or securities of the Company or its
subsidiaries or the transactions contemplated by this Agreement, which, in
the judgment of the Underwriters, may materially and adversely affect the
business or earnings of the Company and its subsidiaries taken as a whole
or makes it impracticable to offer or sell the Common Shares. Any
termination pursuant to this subsection (b) shall be without liability on
the part of the Underwriters to the Company or on the part of the Company
to the Underwriters (except for expenses to be paid or reimbursed by the
Company pursuant to Sections 6 or 8 hereof and except to the extent
provided in Sections 10 and 14).

SECTION 14. Representations and Indemnities to Survive Delivery. The
respective indemnities, agreements, representations, warranties and other
statements of the Company and its officers, and of the Underwriters set forth in
or made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation made by or on behalf of the Underwriters or the
Company or any of their partners, officers or directors or any controlling
person, as the case may be, and will survive delivery of and payment for the
Common Shares sold hereunder and any termination of this Agreement.

SECTION 15. Notices. All communications hereunder shall be in writing
and, if sent to the Underwriters, shall be mailed, delivered or telecopied or
telegraphed and

-33-

confirmed to the Underwriters at Montgomery Securities, 600 Montgomery Street,
San Francisco, California 94111, Attention: General Counsel, and Alex. Brown &
Sons Incorporated, 135 East Baltimore Street, Baltimore, Maryland 21202,
Attention: Mark Goodman, with a copy to Locke Purnell Rain Harrell (A
Professional Corporation), 2200 Ross Avenue, Suite 2200, Dallas, Texas 75201,
Attention: Dan Busbee; and if sent to the Company shall be mailed, delivered or
telecopied or telegraphed and confirmed to the Company at 11492 Bluegrass
Parkway, Louisville, Kentucky 40299, Attention: Charles W. Schnatter, with a
copy to Greenebaum Doll & McDonald PLLC, 3300 National City Tower, Louisville,
Kentucky, 40202, Attention: Ivan Diamond. The Company or the Underwriters may
change the address for receipt of communications hereunder by giving notice to
the others.

SECTION 16. Successors. This Agreement will inure to the benefit of and
be binding upon the parties hereto, including any substitute Underwriters
pursuant to Section 11 hereof, and to the benefit of the officers and directors
and controlling persons referred to in Section 10, and in each case their
respective successors, personal representatives and assigns, and no other person
will have any right or obligation hereunder. No such assignment shall relieve
any party of its obligations hereunder. The term "successors" shall not
include any purchaser of the Common Shares as such from any of the Underwriters
merely by reason of such purchase.

SECTION 17. Partial Unenforceability. The invalidity or unenforceability
of any Section, subsection, paragraph or provision of this Agreement shall not
affect the validity or enforceability of any other Section, paragraph or
provision hereof. If any Section, subsection, paragraph or provision of this
Agreement is for any reason determined to be invalid or unenforceable, there
shall be deemed to be made such minor changes (and only such minor changes) as
are necessary to make it valid and enforceable.

SECTION 18. Applicable Law. This Agreement shall be governed by and
construed in accordance with the internal laws (and not the laws pertaining to
conflicts of laws) of the State of Kentucky.

SECTION 19. General. This Agreement constitutes the entire agreement of
the parties to this Agreement and supersedes all prior written or oral and all
contemporaneous oral agreements, understandings and negotiations with respect to
the subject matter hereof. This Agreement may be executed in several
counterparts, each one of which shall be an original, and all of which shall
constitute one and the same document.

In this Agreement, the masculine, feminine and neuter genders and the
singular and the plural include one another. The section headings in this
Agreement are for the convenience of the parties only and will not affect the
construction or interpretation of this

-34-

Agreement. This Agreement may be amended or modified, and the observance of any
term of this Agreement may be waived, only by a writing signed by the Company
and the Underwriters.

If the foregoing is in accordance with the Underwriters' understanding of
our agreement, kindly sign and return to us the enclosed copies hereof,
whereupon it will become a binding agreement among the Company and the
Underwriters, all in accordance with its terms.

Very truly yours,

PAPA JOHN'S INTERNATIONAL, INC.


By:
--------------------------------------
Charles W. Schnatter,
Senior Vice President, General Counsel
and Secretary



The foregoing Underwriting Agreement
is hereby confirmed and accepted
as of the date first above written
by the undersigned Underwriters.

MONTGOMERY SECURITIES
ALEX. BROWN & SONS INCORPORATED

By: MONTGOMERY SECURITIES


By:
----------------------------------
Its: Managing Director

-35-

SCHEDULE A



Number of Firm Common
Name of Underwriter Shares to be Purchased
- -------------------- ----------------------

Montgomery Securities
-------
Alex. Brown & Sons Incorporated
-------



TOTAL 800,000
=======

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