PUT AGREEMENT, dated as of March 1, 2000, (as amended, modified or supplemented from time to time,
this "Agreement") among Keith A. Meister ("KM"), Todd A. Meister ("TM") and Jackpot Enterprises, Inc., a
Nevada corporation (the "Company").
WHEREAS, KM and TM each own 49.5% of the membership interests (the "Membership Interests") of Meister
Brothers Investments LLC, a Delaware limited liability company ("MBI");
WHEREAS, the Company desires to grant to each of KM and TM the option to sell to the Company their
respective Membership Interests in MBI in exchange for shares of the Company; and
WHEREAS, each of KM and TM desire to accept such option.
NOW THEREFORE, in consideration of the agreements, premises and mutual covenants contained herein, the
parties hereto, intending to be legally bound, hereby agree as follows:
1. Put Option. The Company hereby grants to each of KM and TM an option to sell to the Company, and the
Company shall be obligated to purchase from each of KM and TM under such option (each a "Put Option" and
collectively, the "Put Options"), any or all of the Membership Interests in MBI held by each of them in exchange
for the Option Shares (as defined below). The Put Options may be exercised at any time, and from time to time,
after the first to occur of (i) September 1, 2001 (the "Portfolio Valuation Date") or (ii) the date the Portfolio
Value is fixed at $4 million pursuant to Section 2 below, but in no event shall the Put Options become exercisable
any earlier than the first anniversary of the date of this Agreement. The Put Options shall each expire on the fourth
anniversary of the date of this Agreement (the "Put Period").
2. Option Shares. If either KM or TM exercises his Put Option during the Put Period (which may be exercised in
whole or in part, and from time to time), he shall be entitled to receive from the Company in exchange for the
Membership Interests in MBI being sold by him pursuant to such exercise, that number of shares of t