Appointment of Appraiser. Notwithstanding anything to the contrary in this Agreement or in the Certificates of Designation, any Initial Appraiser (as defined in this Agreement or the Certificates of Designation) to be selected by the Company shall be selected by a majority of the Directors of the Company who are not Affiliates of the Securityholders whose Shares are the subject of the appraisal and such appraiser shall be reasonably acceptable to the majority of the Series C and D Preferred Directors.

Appointment of Appraiser. Within ten (10) days after notice from Lessor to Lessee, Lessor and Lessee shall each appoint an MAI appraiser to participate in the appraisal process provided for in this Section 6.7 and shall give written notice thereof to the other party. Upon the failure of either party to appoint, the non-defaulting party shall have the right to apply to the District Court of Teton County, Wyoming, to appoint an appraiser to represent the defaulting party. Within ten (10) days of the parties’ appointment, the two (2) appraisers shall jointly appoint a third MAI appraiser and give written notice thereof to Lessor and Lessee, or if within ten (10) days of the appointment of said appraisers the two (2) appraisers shall fail to appoint a third, then either party hereto shall have the right to make application to said District Court to appoint such third appraiser.

Appointment of Appraiser. The Company and the Warrant Majority Holders shall within thirty (30 days) after the expiration of the ten-day period referenced in Section 6.1 above, engage an Appraiser to make an independent determination of the Market Price for the Common Stock (the "Appraiser's Determination"). In determining the Market Price for the Common Stock, the Appraiser shall base any valuation upon the fair market value of the Company assuming that the Company were sold as a going concern, without regard to the existence of any control block, the anticipated impact upon current market prices of any such sale, the lack or depth of a market for the Common Stock, the Warrants or other securities of the Company, or any other factors concerning the liquidity or marketability of the Common Stock, the Warrants or other securities of the Company. The Appraiser's Determination shall be final and binding on the Company and all holders of Warrants.

Appointment of Appraiser. If the appointment of an Appraiser is necessary in connection with the determination of any Put Price, then within (i) ten days after the exercise of such Put Option if there is a Disposition or Non-Surviving Combination or (ii) ten days after the expiration of the 30 day period in which the Company and the exercising Holder may agree on an Appraisal Value, the Company and such Holder shall endeavor in good faith to select a mutually acceptable Appraiser. If no such Appraiser is mutually selected within such time period or such longer time period as the Company and such Holder shall mutually agree upon, then within ten days thereafter, the Company and such Holder shall each designate an investment banking firm that is not an Affiliate of either the Company or such Holder, and within ten days thereafter, such investment banking firms shall mutually select the Appraiser. The Company shall pay the reasonable fees and expenses of the Appraiser, and, if applicable, the Company and such Holder shall each pay the fees and expenses of the investment banking firm designated by each of them for the purpose of selecting the Appraiser.

Appointment of Appraiser. 22 3.4 Appointment of Certain Executive Personnel......................22 3.5 Resolution of Certain Tie Votes of the Board....................22 ARTICLE IV

Appointment of Appraiser. 3 Section 3. Termination........................................................3 This AMENDED AND RESTATED PUT OPTION AGREEMENT dated as of April 13, 2001 ("Agreement") is by and among Atlantic Premium Brands, Ltd. ("COMPANY"), a Delaware corporation, Banc One Capital Partners, LLC ("BOCP"), a Delaware limited liability company, and Sterling BOCP, LLC ("STERLING"), a Delaware limited liability company. BOCP and Sterling are referred to individually as a "HOLDER" and collectively as the "HOLDERS". The Company and the Holders are referred to collectively as the "PARTIES" and individually as a "PARTY".

Appointment of Appraiser. The Terminating Party and the Non-Terminating Party, or the Autoliv Parties and Nissin, as the case may be, shall mutually agree on the identity of the Appraiser for the purposes of Section 6.3 and Section 6.4; provided, however, that if the Terminating Party and the Non-Terminating Party, or the Autoliv Parties and Nissin, as the case may be, are unable to agree on the Appraiser within fifteen (15) days of the date of the notice under Section 6.3.1(a) or Section 6.4.2, as the case may be, then each Party shall within fifteen (15) days thereafter name a reasonably experienced investment banking firm or a valuation expert with experience in valuing businesses participating in the auto parts industry and such firm/expert shall mutually agree upon the Appraiser. If either the Terminating Party or the Non-Terminating Party, or the Autoliv Parties or Nissin, as the case may be, fails to designate such a firm/expert within such 15-day period, then the firm/expert designated by the other Party shall be the Appraiser and solely responsible for the determination of the Appraised Value.

Appointment of Appraiser. Upon receipt of any share certificate surrendered or uncertificated share transferred under this section, the court shall, as soon as practicable but in any event within 30 days, appoint an appraiser with experience in appraising share values of companies of like nature to the registered corporation to determine the fair value of the shares.

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