WARRANT

 

                                                                    EXHIBIT 10.8
 
     THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
     REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
     UNDER ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE SECURITIES
     ISSUABLE UPON EXERCISE HEREOF ARE "RESTRICTED SECURITIES" AS DEFINED IN
     RULE 144 PROMULGATED UNDER THE ACT AND MAY NOT BE SOLD OR OTHERWISE
     DISTRIBUTED EXCEPT (i) IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION
     STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, (ii) IN
     COMPLIANCE WITH RULE 144 AND AN EXEMPTION UNDER APPLICABLE STATE SECURITIES
     LAWS, OR (iii) PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY TO THE
     COMPANY THAT SUCH REGISTRATION OR COMPLIANCE IS NOT REQUIRED AS TO SUCH
     SALE, OFFER OR DISTRIBUTION.

                                    WARRANT
                                    -------

                          TO PURCHASE COMMON STOCK OF
                               PJ AMERICA, INC.

     THIS WARRANT ("Warrant") certifies that, for the value and consideration
received, as further described below, PAPA JOHN'S INTERNATIONAL, INC., a
Delaware corporation, ("Holder"), is entitled to purchase from PJ AMERICA, INC.,
a Delaware corporation (the "Company"), TWO HUNDRED TWENTY FIVE THOUSAND
(225,000) shares of the Company's Common Stock, $0.01 par value per share (the
"Common Stock"), upon the terms and conditions set forth herein. This Warrant
has been issued for and in consideration of holder's grant of area development
rights to the Metropolitan Area of Vancouver, British Columbia, Canada and the
Commonwealth of Puerto Rico, holder's consent as franchisor of the Papa John's
franchise system to the initial public offering (the "IPO") of the Common Stock,
holder's waiver of certain rights of first refusal and other rights holder has
under various franchise and development agreements with your franchisees (which
propose to merge with and into PJ America, Inc. immediately prior to the IPO),
namely, Extra Cheese, Inc., Twice the Cheese, Inc., Textra Cheese Corp., PJV,
Inc. and PJVA, Inc., all as summarized in that certain letter agreement dated
May 20, 1996, and for other good and valuable consideration received on the date
hereof, the receipt and sufficiency of which the Company hereby acknowledges.

     1.   PURCHASE PRICE; EXERCISE.
          ------------------------ 

          1.1  PURCHASE PRICE. The purchase price ("Purchase Price") for each
share of Common Stock subject to purchase hereunder upon exercise of this
Warrant shall be a price per share equal to the lesser of (i) $1.00 per share of
Common Stock less than the offering price per share of Common Stock in the IPO
or (ii) 90% of the offering price per share of Common Stock in the IPO, subject
to adjustment as provided in Section 3.1.

          1.2  EXERCISE. The right to purchase Common Stock represented by this
Warrant may be exercised, in whole or in part (but not as to a fractional share
of Common Stock), at any time during the "Exercise Period" (as defined in
Section 1.5.a.), upon presentation

and surrender of this Warrant, together with a properly executed purchase form
in the form of Exhibit A attached hereto (the "Purchase Form"), at the Company's
principal office in Birmingham, Alabama (or such other office or agency of the
Company as the Company may designate by notice in writing to Holder) and by
payment in full of the Purchase Price for each share of Common Stock as to which
this Warrant is exercised in the manner provided in this Section 1.2.

          1.3  PAYMENT OF EXERCISE PRICE. The Company shall accept as payment
for the Exercise Price a check payable to the order of the Company in an amount
equal to the Purchase Price multiplied by the number of shares for which this
Warrant is being exercised (the "Exercise Price"), shares of Common Stock having
a value based on "Current Market Price Per Share" (as defined in Section 3.4)
after the date of receipt by the Company of the Purchase Form, equal to the
Exercise Price, a combination of check and shares of Common Stock having a
current Market Price Per Share equal to the Exercise Price (less the amount of
the check), or any other form acceptable to the Company. No fractional shares of
Common Stock shall be accepted by the Company as payment of the Exercise Price.
If holder makes payment only in Common Stock, the shares shall be rounded to the
lowest whole number of shares and the balance of the Exercise Price shall be
paid in cash. All shares of Common Stock used for the payment of the Exercise
Price shall be delivered by holder free and clear of all liens and encumbrances
and in transferable form.

          1.4  DELIVERY OF SHARE CERTIFICATES. Certificates for the shares of
Common Stock so purchased shall be issued to Holder, as the record owner of such
shares, as of the close of business on the date on which this Warrant shall have
been surrendered and payment made for such shares of Common Stock as provided
in Section 1.3. Certificates for the Common Stock so purchased shall be
delivered to the Holder within a reasonable time, not exceeding 60 days, after
the rights represented by this Warrant shall have been so exercised, and, unless
this Warrant has expired, a new Warrant representing the number of shares of
Common Stock, if any, with respect to which this Warrant shall not then have
been exercised shall also be delivered to Holder within such time. The Company
may postpone delivery of shares of Common Stock until it receives satisfactory
proof that the issuance or transfer of the shares will not violate any of the
provisions of the Act or the Securities Exchange Act of 1934, as amended, any
rules or regulations of the Securities and Exchange Commission promulgated
thereunder or the requirements of applicable state law relating to
authorization, issuance or sale of securities, or until there has been
compliance with the provisions of such Act, rule and regulations, or such state
laws.

     1.5  EXERCISE PERIOD; CANCELLATION.
          ----------------------------- 

          A. This Warrant shall be exercisable at any time and from time to time
from the date of the initial closing of the IPO (the "IPO Closing Date") until
the fifth anniversary of the IPO Closing Date (the "Exercise Period").

          B. The Company, in obtaining certain consents, waivers and other
agreements of Holder, represented to Holder that the IPO would be declared
effective by the Securities and Exchange Commission and closed no later than two
years after the date of issuance of this Warrant. If for any reason the IPO is
not closed within such time, then (i) this

                                      -2-

Warrant shall be cancelled, without any action or notice by any party hereto,
and (ii) at the option of Holder, exercisable at any time within 30 days
following termination of such two year period by written notice to the Company,
all area development and franchise rights granted to the Company with respect
to the Metropolitan Area of Vancouver, British Columbia, Canada and the
Commonwealth of Puerto Rico, including, without limitation, all agreements,
entitlements, authorizations, licenses, franchises and other rights incident
thereto, may be terminated and, thereafter, shall be of no further force or
effect other than those terms and provisions thereof which by their terms
survive termination thereof; provided, Holder shall have no right, by virtue of
the provisions hereof, to cancel or terminate any such agreements or other
rights specified herein which relate to any Papa John's stores that the Company
or any of its affiliates then have opened or under development in such
territories.

     2.   CERTAIN COVENANTS OF THE COMPANY.
          -------------------------------- 

          2.1  RESERVATION OF COMMON STOCK. During the Exercise Period, the
Company shall at all times have authorized and reserved (free of preemptive or
other similar rights), for the exclusive purpose of issuance upon exercise of
this Warrant, a sufficient number of shares of its Common Stock to provide for
exercise of this Warrant in full.

          2.2  ISSUANCE OF CERTIFICATES FOR SHARES. All shares of Common Stock
issued pursuant to this Warrant will, upon issuance, be duly authorized and
issued, fully paid and nonassessable and free from all taxes, liens and charges.
The Company shall pay when due any and all federal and state transfer taxes and
charges which are payable upon issuance or delivery of the certificates for the
shares of Common Stock upon exercise of this Warrant; provided, that the Company
shall not be required to pay any transfer tax or charge which is payable in
connection with the transfer of shares to any individual other than Holder, nor
will the Company have an obligation to issue or deliver any certificates until
any such transfer tax shall have been paid or until it has been established to
the Company's satisfaction that no such tax is due.

     3.   ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES SUBJECT TO WARRANT.
The Exercise Price and the number of shares of Common Stock (or other securities
of the Company) issuable upon exercise of this Warrant shall be subject to
adjustment from time to time as follows:

          3.1  ADJUSTMENT FOR DIVIDENDS, COMBINATIONS, SUBDIVISIONS OR
RECLASSIFICATION OF COMMON STOCK. If the Company at any time after the date this
Warrant is issued, (i) shall declare or pay any dividend on the Common Stock
payable in Common Stock or in any right to acquire Common Stock, (ii) shall
subdivide shares of Common Stock into a greater number of shares of Common Stock
(by stock split, reclassification or otherwise), or (iii) shall combine or
consolidate the outstanding shares of Common Stock, by reclassification or
otherwise, into a lesser number of shares of Common Stock, then in each such
event the number of shares of Common Stock issuable on such date shall be
adjusted so that Holder, upon the exercise of this Warrant, shall be entitled to
receive the aggregate number of shares of Common Stock which Holder would have
been entitled to receive by virtue of such dividend, subdivision, combination or
reclassification had Holder exercised this Warrant immediately prior to such
event.

                                      -3-

          3.2  DISTRIBUTIONS OF SUBSCRIPTION RIGHTS OR CONVERTIBLE SECURITIES.
If the Company shall fix a record date for the issuance to all holders of Common
Stock of rights, options, warrants or convertible or exchangeable securities
entitling such holders to subscribe for or purchase shares of Common Stock or
securities convertible into Common Stock (other than those referred to in
Section 3.5), then in each such event the number of shares of Common Stock that
Holder may purchase pursuant to this Warrant after such record date, upon the
exercise of this Warrant, shall equal the product of the number of shares of
Common Stock purchasable upon the exercise of this Warrant immediately prior to
such record date multiplied by a fraction, the numerator of which shall be the
then Current Market Price Per Share on such record date and the denominator of
which shall be the then Current Market Price Per Share on such record date less
the then fair market value (as determined in good faith be the Board of
Directors, which determination shall be conclusive) of such subscription rights,
options or warrants, or of such convertible or exchangeable securities
distributed with respect to one such share of Common Stock. Such adjustment
shall be made whenever any such distribution is made and shall become effective
on the date of distribution retroactive to the record date for the determination
of stockholders entitled to receive such distribution.

          3.3  ADJUSTMENT OF PURCHASE PRICE. Simultaneously with any adjustment
of the total number of shares of Common Stock purchasable upon the exercise of
this Warrant pursuant to Sections 3.1 and 3.2, the Purchase Price per share
shall be adjusted to equal the quotient resulting from dividing the number of
shares (including fractional share interests) covered by this Warrant
immediately after such adjustment into the Exercise Price payable upon the full
exercise of this Warrant. The adjustments provided for in this Section 3.3 shall
become effective immediately after the opening of business on the day next
following (a) the record date of such dividend, (b) the date upon which such
subdivision, combination or reclassification shall become effective, or (c) the
record date of issuance of the subscription rights or convertible securities
described in Section 3.2.

          3.4  CURRENT MARKET PRICE DEFINED. For all purposes of this Agreement,
the "Current Market Price Per Share" shall be determined by the Company's Board
of Directors in good faith (which determination shall be conclusive); provided,
however, that if a public market for the Common Stock exists at the time of such
exercise, the Current Market Price Per Share shall be the average of the closing
bid and asked prices of the Common Stock quoted on the Over-The-Counter Market
Summary or the last reported sale price of the Common Stock or the closing price
quoted on the NASDAQ National Market System or on any exchange on which the
Common Stock is listed, whichever is applicable, as published in the Midwestern
Edition of The Wall Street Journal for the five trading days prior to the date
of determination of the Current Market Price Per Share.

          3.5  ISSUANCE OF COMMON STOCK AT LESS THAN CURRENT MARKET PRICE. If
the Company sells and issues shares of any Common Stock, or rights, options,
warrants or convertible or exchangeable securities containing the right to
subscribe for or purchase shares of Common Stock, at a price per share of Common
Stock (or having a conversion price per share of Common Stock, if a security
convertible into Common Stock) that is less than the then Current Market Price
Per Share of such Common Stock, then the Purchase Price per share shall be
adjusted so that it shall equal the price determined by multiplying the Purchase
Price per Share in effect immediately prior thereto by a fraction, the numerator
of which shall be the aggregate

                                      -4-

number of shares of Common Stock that would be purchased at the Current Market
Price Per Share upon payment of the aggregate price in any such sale,
subscription or purchase (or the sum of the aggregate initial conversion price
of the convertible securities so to be offered plus any consideration paid to
the Company to acquire such securities), and the denominator of which shall be
the aggregate number of shares of Common Stock to be offered in any such
subscription or purchase (or into which the convertible securities so to be
offered are initially convertible). Such adjustment shall be made successively
whenever an issuance covered by this Section 3.5 is made. In case such
subscription price may be paid in a consideration part or all of which shall be
in a form other than cash, the value of such consideration shall be as
determined by the Board of Directors of the Corporation, whose determination
shall be conclusive. Notwithstanding anything in this Section 3.5 to the
contrary, the adjustments set forth in this Section 3.5 shall not apply to: (i)
issuances of Common Stock pursuant to this Warrant; (ii) shares, rights,
options, warrants or convertible or exchangeable securities issued in a
transaction covered by another subsection of this Section 3.5; or (iii) shares
of Common Stock or other securities, or options or rights in respect thereof,
issued to full-time employees of the Company or its subsidiaries in the ordinary
course of business as compensation for services rendered or to be rendered or as
part of an employee incentive program.

          3.6  DISTRIBUTIONS OTHER THAN CASH OR SECURITIES. If the Company shall
fix a record date for the making of a distribution to all holders of Common
Stock (including a distribution made in connection with a consolidation or
merger in which the Company is the continuing corporation, other than a
consolidation or merger in respect of which an adjustment is made pursuant to
Section 3.7) of evidences of indebtedness or assets (other than cash dividends
or cash distributions payable out of earnings or earned surplus, or dividends
payable in Common Stock), or of subscription rights or warrants (excluding those
referred to in Section 3.c.), then the Exercise Price per share to be in effect
after such record date shall be determined by multiplying the Exercise Price per
share in effect immediately prior to such record date by a fraction, the
numerator of which shall be the Current Market Price Per Share on such record
date, as adjusted on a per share basis to reflect the fair market value (as
determined by the Board of Directors of the Corporation, whose determination
shall be conclusive) of the portion of the assets or evidences of indebtedness
so to be distributed, or of such subscription rights or warrants applicable to
one share of Common Stock, and the denominator of which shall be such Current
Market Price Per Share. Such adjustments shall be made successively whenever
such a record date is fixed; provided, in the event that such distribution is
not so made, the Exercise Price per share shall again be adjusted to be the
Exercise Price per share which would then be in effect if such record date had
not been fixed.

          3.7  ADJUSTMENTS FOR REORGANIZATIONS OR RECLASSIFICATION. If any
capital reorganization or reclassification of the capital stock of the Company,
or consolidation or merger of the Company with another corporation, or spin-off,
split-up or split-off involving the Company, or the sale of all or substantially
all of its assets to another corporation, or other similar event (hereinafter, a
"Reorganization"), shall be effected in such a way that holders of Common Stock
(or any other securities of the Company then issuable upon the exercise of this
Warrant) shall be entitled to receive stock, securities or assets with respect
to or in exchange for Common Stock (or such other securities), then, as a
condition of such Reorganization, lawful and adequate provision shall be made so
that Holder shall thereafter have the right to purchase and receive, upon the
exercise of this Warrant, the aggregate number, type and class of shares of

                                      -5-

stock, securities or assets which the Holder would have been entitled to receive
upon such Reorganization had the number of shares of Common Stock for which this
Warrant was exercised been outstanding immediately prior to such Reorganization.
If upon any such Reorganization different holders of Common Stock shall be
entitled to receive different forms of consideration, the form of such
consideration thereafter deliverable to Holder upon exercise of this Warrant
shall be determined by the Board of Directors of the Company. The provisions of
this Section 3.7 shall similarly apply to successive Reorganizations.

          3.8  PAR VALUE LIMITATION. Before taking any action that would cause
an adjustment reducing the Purchase Price per share below the then par value per
share, if any, of the shares of Common Stock issuable upon exercise of this
Warrant, the Company shall take any corporate action which may, in the opinion
of its counsel, be necessary in order that the Company may validly and legally
issue fully paid and non-assessable shares of such Common Stock as such adjusted
Purchase Price per share.

          3.9  NO IMPAIRMENT. The Company shall not, by amendment of its
Certificate of Incorporation or through any reorganization, transfer of assets,
dividend, consolidation, merger, dissolution, issue or sale of securities or any
other voluntary action, avoid or seek to avoid the observance or performance of
any of the terms to be observed or performed hereunder by the Company, but will
at all times in good faith assist in the carrying out all of the provisions of
this Section 3 and in the taking of all such action as may be necessary or
appropriate in order to protect the exercise rights of the holder of this
Warrant against impairment.

          3.10 NOTICE OF ADJUSTMENTS. Upon any adjustment of the Purchase Price
per share or the number of shares of Common Stock purchasable upon exercise of
this Warrant, then, and in each such case, the Company shall give written notice
thereof stating the Purchase Price per share resulting from such adjustment and
the increase or decrease, if any, in the number of shares purchasable at such
price upon the exercise of this Warrant, setting forth in reasonable detail the
method of calculation and the facts upon which such calculation is based. If the
Company declares a dividend or any other distribution on its Common Stock (other
than a cash dividend), or prepares to take any other action which would result
in an adjustment to the Purchase Price per share or the number of shares of
Common Stock purchasable upon exercise of this Warrant, the Company shall mail
to the holder of this Warrant, at least 20 days prior to the applicable date
hereinafter specified, a notice stating (a) the record date for such dividend or
distribution or, if a record date is not established, the day as of which the
holders of Common Stock of record to be entitled to such dividend or
distribution are to be determined, or (b) the date on which such other action is
expected to affect the Purchase Price per share or the exercise rights of the
holder hereof. The Company shall not effect a consolidation, merger or sale,
unless prior to the consummation thereof the successor corporation resulting
from such consolidation or merger, or the corporation which purchases such
assets, shall have given (a) prior written notice to the holder, stating the
date such consolidation, merger or sale is expected to become effective, and the
date on which it is expected that holders of Common Stock of record shall be
entitled to exchange their shares of Common Stock for securities or other
property, and (b) shall have assumed, by written instrument executed and mailed
to Holder, the obligation to deliver to Holder such shares of stock, securities
or assets (in accordance with the provisions set forth Section 3.7) such Holder
may be entitled to purchase upon exercise of this Warrant.

                                      -6-

     4.   REGISTRATION AND TRANSFER OF WARRANTS.
          ------------------------------------- 

          4.1  TRANSFERABILITY OF WARRANT. This Warrant may not be transferred
or assigned in whole or in part without compliance with all applicable federal
and state securities laws by the transferor and transferee (including the
delivery of investment representation letters and legal opinions reasonably
satisfactory to the Company, if such are requested by the Company). Subject to
compliance with applicable securities laws, the "Registration Rights Agreement"
(defined in Section 5) and the provisions of Section 4.3, this Warrant is
transferable by the registered holder hereof or by his attorney duly authorized
in writing at the principal office of the Company (or other office or agency of
the Company designated by the Company by written notice to the holder hereof)
without charge upon surrender of this Warrant properly endorsed and delivery of
the Form of Assignment attached hereto as Exhibit B. Upon any such transfer, the
Company will promptly issue a new warrant in exchange for this Warrant.

          4.2  WARRANT REGISTER OF COMPANY. The Company or its duly appointed
agent shall maintain a separate register for this Warrant on which the issuance
and all transfers of this Warrant shall be registered. All transfers of this
Warrant shall be recorded on the register maintained by the Company or its
agent, and the Company shall be entitled to regard the registered holder of this
Warrant as the actual owner of this Warrant until the Company or its agent
records a transfer of this Warrant on its register. Subject to the provisions of
Section ?, the Company and its agent shall be required to record any such
transfer when it receives the Warrant to be transferred properly endorsed by the
registered holder thereof.

          4.3  LEGEND. This Warrant is endorsed, and each Warrant subsequently
issued upon any transfer of this Warrant, and any certificates for Common Stock
issued upon exercise of this Warrant, shall be likewise endorsed, with the
following legend:

          This Warrant and the securities issuable upon exercise of this Warrant
          have not been registered under the Securities Act of 1933, as amended
          (the "Act"), or under any applicable state securities laws. This
          Warrant and the securities issuable upon exercise hereof are
          "Restricted Securities" as defined in Rule 144 promulgated under the
          Act and may not be sold or otherwise distributed except (i) in
          conjunction with an effective registration statement under the Act and
          applicable state securities laws, (ii) in compliance with Rule 144 and
          an exemption under applicable state securities laws, or (iii) pursuant
          to an opinion of counsel satisfactory to the Company that such
          registration or compliance is not required as to such sale, offer or
          distribution.

The Company may also instruct its transfer agent not to transfer any of said
securities unless the conditions of the foregoing legend are satisfied.

          4.4  COMPLIANCE WITH SECURITIES LAWS. Holder, by acceptance hereof,
acknowledges that this Warrant and the shares of Common Stock to be issued upon
exercise hereof are being acquired solely for Holder's own account and not as a
nominee for any other party, and for investment, and that Holder shall not
offer, sell or otherwise dispose of this Warrant or any shares of Common Stock
to be issued upon exercise hereof except under circumstances that will not
result in a violation of the Act or any state securities laws. Holder,

                                      -7-

by acceptance hereof, further acknowledges that the transfer of this Warrant and
the shares of Common Stock issuable upon the exercise of all or any portion of
this Warrant (the "Securities") are subject to the provisions of the
Registration Rights Agreement, which includes restrictions on transfer of the
Securities; and that the Securities shall be entitled to all rights and benefits
accorded thereto in the Registration Rights Agreement, and that the Registration
Rights Agreement is hereby incorporated herein by this reference.

     5.   REGISTRATION RIGHTS. Upon exercise of this Warrant, Holder shall have
and be entitled to exercise, together with all other holders of Common Stock
obtaining registration rights in connection with the IPO, piggy-back
registration rights with respect to the shares of Common Stock issued to holder
on exercise of this Warrant, upon the terms and conditions of the Registration
Rights Agreement attached hereto as Exhibit C (the "Registration Rights
Agreement"). By its receipt of this Warrant, Holder agrees to be bound by the
Registration Rights Agreement upon exercise of this Warrant as a party thereto.

     6.   MISCELLANEOUS.
          ------------- 

          6.1  NO FRACTIONAL SHARES. The Company shall not issue fractions of
shares of Common Stock upon exercise of this Warrant and the shares of Common
Stock issuable upon such exercise shall be rounded to the lowest whole number of
shares with the balance of the aggregate Exercise Price returned to Holder in
cash.

          6.2  TERMINATION. Upon expiration of the Exercise Period, this Warrant
and all rights of Holder hereunder shall be null and void and of no further
effect; provided, that the rights and obligations of the Company and Holder
contained in Sections 4.3, 4.4 and 5 shall survive the expiration of this
Warrant.

          6.3  DELAYS OR OMISSIONS. No delay or omission to exercise any right,
power or remedy accruing to either party upon any breach or default under this
Warrant, shall be deemed a waiver of any other breach or default theretofore or
thereafter occurring. Any waiver, permit, consent or approval of any kind or
character on the part of either party of any breach or default under this
Warrant, or any waiver on the part of either party of any provisions or
conditions of this Warrant, must be in writing and shall be effective only to
the extent specifically set forth in such writing. All remedies, either under
this Warrant or by law or otherwise afforded to either of the parties, shall be
cumulative and not alternative.

          6.4  NO RIGHTS AS STOCKHOLDER. This Warrant shall not entitle Holder
to any voting rights or other rights as a stockholder of the Company.

          6.5  CAPTIONS. The captions and section headings used herein are for
convenience only, shall not be deemed part of this Agreement and shall not in
any way restrict or modify the context and substance of any section or paragraph
of this Agreement.

          6.6  NOTICES. All notices and other communications required or
permitted hereunder shall be sufficiently given if in writing and personally
delivered against a written receipt, if delivered to a reputable express
messenger service (such as Federal Express, UPS or

                                      -8-

DHL Courier) for overnight delivery, when sent by confirmed telephone facsimile
(fax) or sent by registered, express or certified U.S. mail, with postage
prepaid, addressed as follows:

     If to Company:         PJ America, Inc.
                            9109 Parkway East
                            Birmingham, Alabama 35206
                            Attn:  Douglas S. Stephens, President
                            Fax:  (205) 836-6630

     If to Holder by mail:   Papa John's International, Inc.
                             P.O. 99900
                             Louisville, KY 40269-9990
                             Attn:  Charles W. Schnatter, Senior Vice President,
                                     General Counsel and Secretary
     If to Holder by 
      courier, hand
      delivery or fax:       Papa John's International, Inc.
                             11492 Bluegrass Parkway, Suite 175
                             Louisville, KY 40299
                             Attn:  Charles W. Schnatter, Senior Vice President,
                                     General Counsel and Secretary
                             Fax: (502) 266- 2991

or to such other address or addresses as any of the parties to this Agreement
shall furnish to the others in writing.  Notices shall be deemed given when
personally delivered, when delivered to an express messenger service, when
transmitted by confirmed fax or when deposited in the U.S. mail in accordance
with the foregoing provisions.  However, the time period in which a response to
any such notice, demand or request must be given shall commence to run from the
date of personal delivery, the date of delivery by a reputable messenger
service, the date of confirmation of a fax, or the date on the return receipt,
as applicable.

          6.7  GOVERNING LAW.  This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware.

     IN WITNESS WHEREOF, PJ AMERICA, INC., has caused this Warrant to be signed
by its duly authorized officers this _____ day of ____________________, 1996.

                              PJ AMERICA, INC.

                              By:   
                                 -------------------------------------
                                    Douglas S. Stephens, President

                                      -9-

ATTEST:

- -------------------------
Michael M. Fleishman,
Secretary

                                      -10-

                               FORM OF ASSIGNMENT

                  (To be signed only upon transfer of Warrant)

     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ___________________________________________ the right represented by the
within Warrant to purchase __________________ shares of Common Stock of PJ
AMERICA, INC., to which the within Warrant relates, and appoints
_____________________ attorney to transfer such right on the books of PJ
AMERICA, INC., with full power of substitution in the premises.

Date:                  , 19          
     ------------------    ---      ---------------------------------
                                     (Signature must conform in all
                                      respects to name of holder as
                                      specified on the face of the
                                      Warrant)

                                      -------------------------------
                                      Address

Signed in the presence of:

- --------------------------------

                                 PURCHASE FORM
                                 TO BE EXECUTED
                            UPON EXERCISE OF WARRANT

     The undersigned hereby exercises the right to purchase ______ shares of
Common Stock, $0.01 par value per share, of PJ AMERICA, INC., a Delaware
corporation (the "Shares") evidenced by the within Warrant according to the
terms and conditions thereof, and herewith makes payment of the Exercise Price
of such Shares in full. The undersigned hereby requests that certificates for
such shares be issued in the name of the undersigned, and requests that a new
Warrant be issued to the undersigned, in the name of the undersigned,
representing any balance of shares evidence by this Warrant after the exercise
hereof by the undersigned.

                                 Dated:
                                         ---------------------------------

                                 Name:
                                        ----------------------------------
                                                  (Please print)

                                 Soc. Sec. No.:
                                                 -------------------------

                                 Address:
                                           -------------------------------
                                                    (Please print) 

                                 Signature:
                                             ----------------------------- 

Basic Info X:

Name: WARRANT
Type: Warrant
Date: Aug. 30, 1996
Company: PJ AMERICA INC
State: Delaware

Other info:

Date:

  • May 20 , 1996

Organization:

  • Company 's Common Stock
  • Extra Cheese , Inc.
  • Textra Cheese Corp.
  • PJV , Inc.
  • PJVA , Inc.
  • Securities and Exchange Commission
  • Commonwealth of Puerto Rico
  • Company 's Board of Directors
  • NASDAQ National Market System
  • Purchase Price per Share
  • Board of Directors of the Corporation
  • Board of Directors of the Company
  • PJ America , Inc.
  • Papa John 's International , Inc.
  • the State of Delaware

Location:

  • Vancouver
  • British Columbia
  • Canada
  • Parkway East Birmingham
  • Alabama
  • KY
  • Bluegrass Parkway
  • Louisville
  • U.S.
  • PJ AMERICA
  • Delaware

Money:

  • $ 1.00
  • $ 0.01

Person:

  • John
  • Charles W. Schnatter
  • Douglas S. Stephens
  • Michael M. Fleishman

Percent:

  • 90 %