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                                                                   EXHIBIT 10.67

                               FIRST AMENDMENT TO
                            CONCESSION AGREEMENT FOR
                     WILL ROGERS STATE BEACH PARK RESTAURANT

                THIS FIRST AMENDMENT TO CONCESSION AGREEMENT
("Amendment") is made and entered into as of the 9th day of February, 1999, by
and between the COUNTY OF LOS ANGELES ("County"), and SEA VIEW RESTAURANTS,
INC., a California corporation ("Concessionaire").

                             W I T N E S S E T H

                WHEREAS, County has been authorized to exercise the power
conferred by California Government Code Section 25907 to contract for
concessions and services that are consistent with public park and recreation
purposes within Will Rogers State Beach Park pursuant to the provisions of the
Joint Powers Agreement Between the City of Los Angeles and the County of Los
Angeles Providing for Lifeguard and Maintenance Services to be Rendered by the
County on Beaches Located Within the City, dated May 20, 1975 ("Joint Powers
Agreement");

                WHEREAS, in the exercise thereof, County and Concessionaire
executed that certain Concession Agreement (the "Agreement") dated as of
November 1, 1997;

                WHEREAS County and Concessionaire have agreed, as more
specifically provided herein, to amend certain terms and conditions contained in
the Agreement; and,

                WHEREAS, Section 16.13 of the Agreement provides that it may
only be amended in writing executed by duly authorized officials of
Concessionaire and County.

            NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants, agreements and conditions set forth herein, and of other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto and each of them do agree as follows:

1. Defined Terms. All capitalized terms not defined in this Amendment shall have
the meanings ascribed to them in the Agreement.

2. Amendment of Agreement. Sections 4.6, 4.7 and 4.8 of the Agreement are hereby
amended as follows, with deleted text stricken through and added text double
underlined:


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            "4.6. Changes of Ownership and Financing Events. [strike through
      begin] {Except as otherwise provided in this Section 4.6, each} [strike
      through end] [double underline begin] Each [double underline end] time
      Concessionaire proposes either (a) a Change of Ownership or (b) a
      Financing Event, County shall be paid [strike through begin] {(1)} [strike
      through end] an Administrative Charge equal to the Actual Cost incurred by
      County in connection with its review and processing of said Change of
      Ownership or Financing Event, including without limitation the cost of
      investigating the acceptability of the proposed transferee or lender as
      well as any and all other reasonable administrative, financial, economic,
      accounting and/or legal costs and fees (including without limitation the
      reasonable value of services provided by in-house counsel, lease
      administrators and/or lease auditors) incurred or expended in connection
      with any such proposed Change of Ownership or Financing Event
      ("Administrative Charge") [strike through begin] {and (2) in the event
      County approves such proposed Change of Ownership or Financing Event and
      such transaction is consummated, a Net Proceeds Share; provided, however,
      that in the event County disapproves a proposed Change of Ownership or
      Financing Event, the Administrative Charge shall not exceed Thirty
      Thousand and 00/100 Dollars ($30,000) and, in the event County approves a
      Change of Ownership or Financing Event, that portion, if any, of the
      Administrative Charge that exceeds Thirty Thousand and 00/100 Dollars
      ($30,000) shall be paid out of, and shall reduce, the Net Proceeds Share.
      "Net Proceeds Share" shall mean the applicable amount determined pursuant
      to Section 4.8 of this Agreement} [strike through end]. Changes of
      Ownership and Financing Events are further subject to County approval as
      provided in Articles 12 and 13 of this Agreement. [double underline begin]
      A deposit of Fifteen Thousand and 00/100 Dollars ($15,000) toward the
      Administrative Charge shall be due and payable upon Concessionaire's
      notification to County of the proposed Change of Ownership or Financing
      Event and request for County's approval thereof. [double underline end]

                  4.6.1.Change of Ownership. "Change of Ownership" shall mean
            (a) any transfer by Concessionaire of a five percent (5%) or greater
            direct ownership interest in this Agreement or in any Major
            Sublease, (b) Concessionaire's granting of a Major Sublease [strike
            through begin] {and} [strike through end] [double underline begin]
            or [double underline end] (c) any transaction or series of related
            transactions not described in subsections 4.6.1(a) or (b) which
            constitute [strike through begin] {an Aggregate Transfer of fifty
            percent (50%) or more of the beneficial interests in, or} [strike
            through end] a Change of Control of [strike through begin] {,}
            [strike through end] Concessionaire, this Agreement or a Major
            Sublease. For the purposes of this Agreement, "Change of Control"
            shall refer to a transaction whereby the transferee acquires a
            beneficial interest in Concessionaire, this Agreement or a Major
            Sublease which brings its cumulative beneficial interest in
            Concessionaire, this Agreement or a Major Sublease, as appropriate,
            to over fifty percent (50%).

                  4.6.2.Excluded Transfers. Notwithstanding anything to


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            the contrary contained in this Agreement, Changes of Ownership
            resulting from the following transfers shall not be deemed to create
            an obligation to pay County an Administrative Charge [strike through
            begin] {or a Net Proceeds Share} [strike through end], nor shall
            County have any discretion under Articles 12 and 13 of this
            Agreement to disapprove such transfers:

                  (1)   a transfer to a spouse in connection with a property
                        settlement agreement or decree of dissolution of
                        marriage or legal separation;

                  (2)   a transfer, directly or through any trust, by way of
                        gift, devise, intestate succession or operation of law
                        for the benefit of any member or members of the
                        transferor's immediate family (which for the purposes of
                        this subsection shall be limited to the transferor's
                        spouse, children, parents, siblings and grandchildren);

                  (3)   a transfer of a beneficial interest resulting from
                        public trading in the stock or securities of an entity,
                        where such entity is a corporation whose stock is traded
                        publicly on a national stock exchange or is traded in
                        the over-the-counter market and whose price is regularly
                        quoted in recognized national quotation services;
                        provided, however, that this exclusion shall not apply
                        to a single transaction or series of related
                        transactions whereby fifty percent (50%) or more of the
                        beneficial interests in such entity are transferred, or
                        which otherwise effects a Change of Control in such
                        entity;

                  (4)   a mere change [double underline begin] or conversion
                        [double underline end] in the form, method or status of
                        ownership; it shall not include a transfer between or
                        among individuals and/or entities controlled by such
                        individuals, provided that this exclusion shall not
                        apply to a single transaction or series of related
                        transactions whereby [strike through begin] {an
                        Aggregate Transfer of} [strike through end] fifty
                        percent (50%) or more of the beneficial interests in
                        Concessionaire, this Agreement or a Major Sublease has
                        [strike through begin] {occurred;} [strike through end]
                        [double underline begin] been transferred; or, [double
                        underline end]

                  (5)   any transfer resulting from a Condemnation by County;
                        or,

                  (6) any transfer of the beneficial interest in Concessionaire
            [double underline begin] which is consummated prior to May 1, 1999,
            which results in no change in the management of Concessionaire or
            the day-to-day 


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            operations of the Premises and where the transferee of such
            beneficial interest is, as of January 1, 1999, a beneficial interest
            holder in Concessionaire other than [double underline end] [strike
            through begin] {currently held by} [strike through end] Bank of
            America and its affiliates [strike through begin] {; provided,
            however, that (1) such transfer is consummated prior to {November 1,
            1997, (2) such transfer is effected at a net loss to Bank of America
            and/or its affiliates (without taking into account prior writedowns
            of any debt extended to Concessionaire by Bank of America or its
            affiliates), and (3) the transfer of the beneficial interest is made
            to one or more of the existing persons or entities currently holding
            beneficial interests in Concessionaire} [strike through end].

            [strike through begin] 4.6.3. Aggregate Transfer. "Aggregate
      Transfer" shall refer to the total percentage of the shares of stock,
      partnership interests, membership interests or any other equity interests
      (which constitute beneficial interests in Concessionaire, this Agreement
      or a Major Sublease, as appropriate) transferred in all transactions
      (other than those enumerated in subsection 4.6.2) occurring since the
      later of (a) the execution by Concessionaire of this Agreement or a Major
      Sublease, as appropriate, or (b) the most recent Change of Ownership upon
      which an Administrative Charge was paid to County [strike through end].

            [strike through begin] 4.6.4 [strike through end] [double underline
      begin] 4.6.3 [double underline end]. Beneficial Interest. As used in this
      Agreement, the "beneficial interest," "beneficial interest in this
      Agreement," or "beneficial interest in a Major Sublease" shall refer to
      the interests of the natural persons who comprise the ultimate owner or
      owners of Concessionaire's interest in this Agreement or a Major Sublease,
      or a Major Sublessee's interest in a Major Sublease, whichever is
      appropriate, regardless of the form of such ownership and regardless of
      whether such interests are owned through corporations, trusts,
      partnerships, limited liability companies or layers thereof; provided,
      however, that if an entity with an ownership interest in the Agreement or
      a Major Sublease is a partnership, corporation or limited liability entity
      (a) whose beneficial interest in this Agreement or a Major Sublease,
      whichever is appropriate, comprises less than fifteen percent (15%) of its
      total assets or (b) in which no ten (10) shareholders, partners or members
      together own more than thirty percent (30%) of the partnership interests,
      shares, membership interests or other equity interests in the entity, then
      for the purposes of Sections 4.6 through 4.8 hereof, the entity itself
      shall be deemed to be the ultimate owner of the beneficial interest in
      this Agreement or a Major Sublease, as appropriate, and the owners of such
      entity shall not be treated as the ultimate owners of such beneficial
      interest.

                  [strike through begin] {4.6.4.1} [strike through end] [double
            underline begin] 4.6.4. [double underline end] Interests Held By
            Entities. Except as otherwise provided herein, an interest in
            Concessionaire, this 


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            Agreement or a Major Sublease held or owned by a partnership,
            limited liability company, corporation or other entity shall be
            treated as owned by the partners, members, shareholders or other
            equity holders of such entity in proportion to their respective
            equity interests, determined by reference to the relative values of
            the interests of all partners, members, shareholders or other equity
            holders in such entity. Where more than one layer of entities exists
            between Concessionaire or a Major Sublessee, as appropriate, and the
            ultimate owners, then the foregoing sentence shall be applied
            successively to each such entity in order to determine the ownership
            of the beneficial interests in Concessionaire, this Agreement or a
            Major Sublease, as appropriate, and any transfers thereof.

                   [double underline begin] ** 1(text moved) 4.6.5. [double
            underline end] Shareholder, Partner, Member, Trustee and Beneficiary
            List. Prior to the execution of this Agreement by County, prior to
            each subsequent Change of Ownership or Financing Event and upon the
            request of County (which requests shall be no more frequent than
            once per year), Concessionaire shall permit County to review an
            updated schedule listing the names and mailing addresses of all
            shareholders, partners, members and other holders of equity
            interests in Concessionaire. In the event that such shareholder,
            partner, member or other interest holder is a trust, Concessionaire
            shall include in such schedule the name and mailing address of each
            trustee of said trust, together with the names and mailing addresses
            of each beneficiary of said trust with greater than a five percent
            (5%) actuarial interest in distributions from, or the corpus of,
            said trust; provided, however, that to the extent that
            Concessionaire is prevented by Applicable Laws from obtaining such
            information regarding the beneficiaries of said trust(s),
            Concessionaire shall have complied with this provision if
            Concessionaire uses its best efforts to obtain such information
            voluntarily and provides County with the opportunity to review any
            such information so obtained. Concessionaire agrees to use its best
            efforts to provide County with any additional information reasonably
            requested by County in order to determine the identities of the
            holders of five percent (5%) or greater beneficial interests in
            Concessionaire or its constituent shareholders, partners, members or
            other interest holders, this Agreement or a Major Sublease.

                  [strike through begin] {4.6.4.2. Ownership of Multiple Assets.
            The proceeds of any event constituting or giving rise to a Change of
            Ownership shall be apportioned to this Agreement or a Major
            Sublease, whichever is appropriate, and to any other assets
            transferred in the same transaction in proportion to the relative
            fair market values of the respective assets transferred. The Net
            Proceeds Share shall be


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            calculated only by reference to the amount of such proceeds
            apportioned to this Agreement, a Major Sublease or the beneficial
            interests therein, whichever is appropriate.[strike through end]

      [strike through begin] 4.7. Calculation and Payment. A deposit of Fifteen
      Thousand and 00/100 Dollars ($15,000) toward the Administrative Charge
      shall be due and payable upon Concessionaire's notification to County of
      the proposed Change of Ownership or Financing Event and request for
      County's approval thereof. If the transaction is approved, the balance of
      the Administrative Charge, if any, and the Net Proceeds Share shall be due
      and payable concurrently with the Change of Ownership or Financing Event
      giving rise to the obligation to pay such fee. If County disapproves the
      proposed transaction then, within thirty (30) days after notice of its
      disapproval, County shall deliver to Concessionaire a written notice
      setting forth the Administrative Charge, together with a refund of the
      amount, if any, of the deposit in excess of the Administrative Charge
      otherwise allowable under Section 4.6. In the event that the
      Administrative Charge exceeds the deposit, then Concessionaire shall pay
      County the balance of the Administrative Charge otherwise allowable under
      Section 4.6. within thirty (30) days after receipt of the notice from
      County setting forth the Administrative Charge and any supporting
      documentation reasonably requested by Concessionaire within five (5) days
      after its receipt of such notice. Together with its request for County
      approval of the proposed transaction, Concessionaire, a Major Sublessee or
      the holder of a beneficial interest in this Agreement or a Major Sublease,
      whichever is appropriate, shall present to County its calculation of the
      Net Proceeds Share (if any) to be derived therefrom, which shall include
      the adjustment to Improvement Costs, if any, which may result from the
      payment of such Net Proceeds Share ("Calculation Notice"). Each
      Calculation Notice shall contain such detail as may be reasonably
      requested by County to verify the calculation of the Net Proceeds Share.
      Within sixty (60) days after the receipt of the Calculation Notice, County
      shall notify the party giving the Calculation Notice as to County's
      agreement or disagreement with the amount of the Net Proceeds Share set
      forth therein or the related adjustment of Improvement Costs, if any.
      Failure of County to approve the Calculation Notice in writing within such
      sixty (60) day period shall be deemed to constitute County's disapproval
      thereof. Failing mutual agreement within thirty (30) days after the
      expiration of said sixty (60) day period, the dispute shall be resolved by
      arbitration as set forth in Section 16.15 of this Agreement in a manner
      similar to that prescribed herein for the resolution of disputes
      concerning Fair Market Rental Value. In the event County approves a Change
      of Ownership or Financing Event but a dispute exists as to the Net
      Proceeds Share in respect thereof or the related adjustment, if any, in
      Improvement Costs, then the transaction may be consummated; provided,
      however, that (i) Concessionaire shall remit to County as otherwise
      required 


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      hereunder the undisputed portion of the Net Proceeds Share and (ii)
      Concessionaire shall deposit the disputed portion of the Net Proceeds
      Share into an escrow at the closing of the transaction, which portion
      shall be distributed in accordance with the arbitration of the dispute
      pursuant to Section 16.15 of this Agreement, in a manner similar to that
      prescribed herein for the resolution of disputes concerning Fair Market
      Rental Value. [strike through end]

            [strike through begin] 4.7.1. Transfer of Less Than Entire Interest.
            Where a Change of Ownership has occurred by reason of the transfer
            of less than all of an owner's beneficial interest in
            Concessionaire, this Agreement or a Major Sublease, the Net Proceeds
            Share shall be due and payable with respect to those portions of
            such beneficial interest that have been acquired by the transferee
            since the later of (a) the date of the execution of this Agreement
            (or a Major Sublease) by Concessionaire, (b) the most recent payment
            of an Administrative Charge with respect to this Agreement (or a
            Major Sublease), or (c) the date which is twelve (12) months prior
            to the transfer which constitutes the Change of Ownership. [strike
            through end]

            [strike through begin] 4.7.2. Purchase Money Notes. If the
            transferor of an interest accepts a note made by the transferee of
            such interest in payment of all or a portion of the acquisition cost
            (a "Purchase Money Note"), such note shall be valued at its face
            amount. [strike through end]

            [strike through begin] 4.7.3. Obligation to Pay Net Proceeds Share
            and Administrative Charge. With respect to a Change of Ownership
            giving rise to the Administrative Charge and Net Proceeds Share, the
            obligation to pay the Administrative Charge and Net Proceeds Share
            shall be the joint and several obligation of the transferor and
            transferee. In the event that the Administrative Charge or Net
            Proceeds Share is not paid when due with respect to the beneficial
            interest in this Agreement, then County shall have the remedies set
            forth in Section 14.3 hereof. [strike through end]

      [strike through begin] 4.8. Net Proceeds Share. In the event of a Change
      of Ownership, the Net Proceeds Share shall be a sum equal to the greater
      of (a) five percent (5%) of the gross sale or transfer proceeds or other
      consideration given for the interests transferred (but in the case of a
      transfer to a party affiliated with or otherwise related to the
      transferor, such consideration shall in no event be deemed to be less than
      the fair value of the interests transferred), and (b) twenty percent (20%)
      of the Net Transfer Proceeds from such transfer. With respect to a
      Financing Event, the Net Proceeds Share (if any) shall be equal to twenty
      percent (20%) of the Net Refinancing Proceeds from such Financing Event.
      [strike through end]

                  [strike through begin] 4.8.1. Transaction by Original
            Concessionaire. In the case of a


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            transfer by Concessionaire (but not a successor or assignee of
            Concessionaire) constituting a Change of Ownership, "Net Transfer
            Proceeds" shall mean the total cash and other consideration received
            (but in the case of a transfer to a party affiliated with or
            otherwise related to the transferor, such consideration shall in no
            event be deemed to be less than the fair value of the interests
            transferred), less the following costs with respect to
            Concessionaire (but not its successors or assignees):

(1) The} [strike through end] [double underline begin] Supplemental Rent. In
addition to the Annual Minimum Rent, Percentage Rent and other monetary
obligations of Concessionaire to County as set forth more specifically in this
Agreement, Concessionaire shall pay to County "Supplemental Rent" as follows:

                  4.7.1. Monthly and Annual Payments. Supplemental Rent shall
            consist of "Monthly Supplemental Rent" and "Annual Supplemental
            Rent" or, if and as applicable, "Valuation Participation" and
            "Excess Valuation Participation Payments".

                  4.7.2. Monthly Supplemental Rent. "Monthly Supplemental Rent"
            shall consist of a monthly payment of one thousand two hundred fifty
            dollars ($1,250.00), due and payable at the time and in the manner
            set forth for Monthly Minimum Rent in the Agreement. Monthly
            Supplemental Rent payments shall not be credited toward Annual
            Supplemental Rent payments.

                  4.7.3. Annual Supplemental Rent. In addition to
            Concessionaire's obligation to pay County Percentage Rent and
            Monthly Supplemental Rent as set forth in this Agreement,
            Concessionaire's Gross Receipts shall be measured for each twelve
            month period commencing on the first day of the first calendar month
            following County's execution of this Amendment and on each
            anniversary thereafter (each a "Supplemental Rent Year"). "Annual
            Supplemental Rent" for each Supplemental Rent Year shall consist of
            a payment equal to one percent (1%) multiplied by the amount by
            which Concessionaire's Gross Receipts for said Supplemental Rent
            Year exceeded fourteen million dollars ($14,000,000). The amount of
            Annual Supplemental Rent due and payable shall be documented by
            Concessionaire and confirmed by County in the manner set forth in
            this Agreement for Percentage Rent, including without limitation
            those provisions in the Agreement concerning accounting procedures
            and County audits. Annual Supplemental Rent payments shall be in
            addition to the Monthly Supplemental Rent described above, and
            Monthly Supplemental Rent payments shall in no event be credited
            toward the Annual Supplemental Rent payments.


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                  4.7.4. Partial Year at End of Term. For the final Supplemental
            Rent Year which ends upon the expiration of the Term, the Gross
            Receipts threshold for the Annual Supplemental Rent payment shall be
            calculated by multiplying fourteen million dollars ($14,000,000) by
            a fraction, the numerator of which shall be the sum of the total
            Gross Receipts reported by Concessionaire in those same calendar
            months (prorated daily for partial months) over the two then most
            recent Lease Years, and the denominator of which shall be the sum of
            the total Gross Receipts reported by Concessionaire for the two then
            most recent Lease Years.

                  4.7.5. Valuation Participation. As provided below, County may
            cause Concessionaire to pay County a "Valuation Participation" and,
            if applicable, "Excess Valuation Participation Payments" (as defined
            herein below). "Valuation Participation" shall mean, as of the
            "Valuation Date", the greater of (a) five percent (5%) of the "Gross
            Concession Value" or (b) twenty percent (20%) of the "Net Concession
            Value".

                        4.7.5.1. Valuation Date. The "Valuation Date" may be
                  designated by County (a) prior to the end of the seventy
                  eighth (78th) month of the Term, within ten (10) days after
                  receipt by County of notice from Concessionaire that an
                  "Outright Sale" has occurred, in which event the Valuation
                  Date shall be deemed to be the date upon which the Outright
                  Sale transaction occurred, or (b) at any time from the first
                  day of the seventy ninth (79th) month of the Term until the
                  expiration of the one hundred fiftieth (150th) month of the
                  Term, provided that County delivers to Concessionaire written
                  notice of County's election to establish the Valuation Date
                  within ten (10) days after such election by County.

                        4.7.5.2. Outright Sale. An "Outright Sale" shall consist
                  of any one or more of the following: (a) a transfer by
                  Concessionaire of one hundred percent (100%) of its interest
                  in the Agreement or the Premises to a non-affiliated entity,
                  (b) a transfer by California Beach Restaurants, Inc.,
                  Concessionaire's parent company, of one hundred percent (100%)
                  of its beneficial interest in Concessionaire, the Agreement or
                  the Premises in a single transfer to a non-affiliated entity,
                  or (c) the sale of one hundred percent (100%) of the
                  outstanding common stock of California Beach Restaurants, Inc.
                  in a single transfer to a non-affiliated entity.

            4.7.6. Gross and Net Concession Value. The "Gross


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      Concession Value" shall be determined by an appraiser selected by County.
      The scope of the valuation conducted by the appraiser shall be limited to
      determining the value of the concession which is the subject of the
      Agreement (with the appraiser assuming that the concessionaire has the
      right to use the Gladstone's name for the Premises for the balance of the
      Term), together with the commercial and retail operations conducted on and
      from the Premises, taking into account the uniqueness of the location of
      the Premises and the character of the physical asset and operations there.
      The valuation shall not include the value of the name "Gladstone's" or any
      other trademarks or service marks owned by Concessionaire or its parent
      company and used at another site, nor shall it take into account those
      revenues and expenses of Concessionaire or its parent company which do not
      directly result from the concession, the Premises or the operations
      thereon. In the event of any dispute concerning such revenues and
      expenses, the burden shall be on Concessionaire to demonstrate the lack of
      any such direct relationship. Concessionaire shall make available to
      County's appraiser any and all information reasonably requested by the
      appraiser in order to conduct the valuation. "Net Concession Value" shall
      mean the Gross Concession Value less unamortized "Improvement Costs" (as
      hereinafter defined) expended by Concessionaire as of the Valuation Date
      and, in the event of an Outright Sale, "Documented Transaction Costs" (as
      hereinafter defined) in connection with such Outright Sale. In the event
      that County elects to designate a Valuation Date, County shall notify
      Concessionaire of the Valuation Participation determined by its appraiser
      within thirty (30) days after its receipt from such appraiser. Any
      disputes regarding the Gross Concession Value or Net Concession Value
      shall be resolved by arbitration as provided in the Agreement. Prior to
      the arbitration, Concessionaire shall cause an appraiser to conduct a
      valuation using the Valuation Date designated by County and the appraisal
      standards set forth above. Concessionaire and County shall negotiate in
      good faith, after Concessionaire has notified County of the Valuation
      Participation as determined by Concessionaire's appraiser, for a period of
      no less than thirty (30) days to resolve any disputes regarding Gross
      Concession Value and Net Concession Value prior to initiating the
      arbitration procedure. All appraisals or valuations submitted or otherwise
      offered into evidence by County or Concessionaire in any such arbitration
      procedure must meet the standards set forth herein for Written Appraisal
      Evidence. Notwithstanding the foregoing, In the event that (whether before
      or after the seventy ninth (79th) month of the Term), prior to the
      occurrence of an Outright Sale County elects to designate a Valuation Date
      upon the occurrence of the Outright Sale, the Gross Concession Value shall
      be deemed to be the total consideration paid in connection with the
      Outright Sale, and the Valuation Participation payments shall commence on
      the first day of the first calendar month immediately following the
      closing of the Outright Sale Transaction. County may elect to cause an
      appraisal of the concession within nine (9) 


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      months after the occurrence of the Outright Sale as provided above, in
      which event the remaining Valuation Participation payments may be
      increased to reflect the Gross Concession Value as determined by the
      appraiser. Disputes regarding the appraiser's conclusions shall be
      resolved by arbitration as provided above.

                  4.7.7. Improvement Costs. "Improvement Costs" shall mean the
            [double underline end] lesser of (i) book value or (ii) fair market
            value of certain equipment installed and owned by Concessionaire and
            existing on the Premises as of the commencement of the Term,
            together with the final construction costs incurred by
            Concessionaire in connection with the construction of the
            Improvements as set forth in the Approved Final Plans,
            Specifications and Costs, which costs shall be submitted to County
            within thirty (30) days after the completion of the Improvements
            described therein and which costs shall be approved in writing by
            County, together with any subsequent expenditure incurred, whether
            or not paid, by Concessionaire (but not a sublessee or other party),
            for physical addition to or improvement or renovation of the
            Premises [strike through begin] {(collectively, "Improvement
            Costs")} [strike through end], provided that (a) with respect to
            the book value or fair market value of such equipment installed and
            owned by Concessionaire on the Premises [double underline begin] at
            the commencement of the Term [double underline end], such costs,
            which the parties agree shall in no event exceed three hundred
            thousand and 00/100 dollars ($300,000), shall have been submitted to
            County within ninety (90) days after the commencement of the Term
            and are thereafter approved by Director in writing within sixty (60)
            days after submission, (b) with respect to the construction of
            improvements costing in excess of twenty five thousand dollars
            ($25,000), such costs have been submitted to County within thirty
            (30) days after the completion of such addition, improvement or
            renovation and approved by County in writing, and (c) with respect
            to the construction of improvements costing less twenty five
            thousand dollars ($25,000), such costs may be submitted in
            accordance with (b) above, or submitted to County [strike through
            begin] {as part of Concessionaire's Calculation Notice} [strike
            through end] [double underline begin] or County's appraiser in
            connection with County's election to establish a Valuation Date
            [double underline end] and thereafter documented to County's
            reasonable satisfaction, provided, however, that, if Concessionaire
            elects to submit such costs in [strike through begin] {its
            Calculation Notice,} [strike through end] [double underline begin]
            connection with County's election to establish a Valuation Date,
            [double underline end] such costs, taken cumulatively, shall not
            exceed twenty five thousand dollars ($25,000).

                  [strike through begin] {(2) Commissions} [strike through end]
            [double underline begin] 4.7.8. Documented Transaction Costs.
            "Documented Transaction Costs" shall mean commissions [double
            underline end], title and escrow costs, and other bona fide closing
            costs actually paid


                                      -11-
<PAGE>   12
            to third parties and documented to the satisfaction of County, which
            costs were directly attributable to the consummation of the
            particular transaction giving rise to the obligation to pay County a
            [strike through begin] {Net Proceeds Share (collectively,
            "Documented Transaction Costs").} [strike through end] [double
            underline begin] Valuation Participation. [double underline end]

                        [strike through begin] 4.8.2. Transfer by
                  Concessionaire's Successor. In the case of a transfer by a
                  Concessionaire other than the original Concessionaire, "Net
                  Transfer Proceeds" shall mean the total cash and other
                  consideration received by that successor Concessionaire (but
                  in the case of a transfer to a party affiliated with or
                  otherwise related to the transferor, such consideration shall
                  in no event be deemed to be less than the fair value of the
                  interests transferred), minus the following costs with respect
                  to such successor Concessionaire: [strike through end]

                  [strike through begin] (1) The purchase price such successor
                  paid to Concessionaire or such successor's seller for the
                  interest acquired; [strike through end]

                  [strike through begin] (2) Improvement Costs actually paid by
                  such successor Concessionaire, provided that such costs have
                  been submitted to and approved by County to the extent
                  provided in subsection 4.8.1.1 with respect to Concessionaire;
                  and, [strike through end]

                  [strike through begin] (3) Documented Transaction Costs with
                  respect to the transfer of the interest by the successor.
                  [strike through end]

            [strike through begin] 4.8.3. Transfers of Major Sublessee's
            Interest. With respect to any Change of Ownership described in
            subsection 4.6.1(b), subsections 4.8.1 and 4.8.2 shall apply, except
            that any rents or other amounts received by Concessionaire from the
            Major Sublessee and passed through to County under any provision of
            this Agreement (other than payment of Net Proceeds Share) shall be
            disregarded in the computation of Net Transfer Proceeds. [strike
            through end]

            [strike through begin] 4.8.4. Other Transfers. With respect to any
            Change of Ownership not described in subsections 4.8.1 through 4.8.3
            (i.e., a transfer of an interest in an entity holding a direct or
            indirect ownership interest in this Agreement or in a Major
            Sublease), subsections 4.8.1 and 4.8.2 shall apply to such Change of
            Ownership, except that in lieu of deducting Improvement Costs in
            determining Net Transfer Proceeds, the cost to the transferor of the
            interest being transferred shall be deducted. Furthermore, in the
            event that any such Change of Ownership produces a Net Proceeds
            Share, the then existing Improvement Costs shall be increased by an
            appropriate amount to


                                      -12-
<PAGE>   13
            reflect such Net Proceeds Share, as if it had been realized by
            Concessionaire upon a transfer of a comparable interest in this
            Agreement or in a Major Sublease, as appropriate. [strike through
            end]

            [strike through begin] 4.8.5. Net Refinancing Proceeds. "Net
            Refinancing Proceeds" shall mean the gross principal amount of any
            Financing Event after the date of this Agreement, minus (i) the
            principal amount of Concessionaire's existing financing, (ii)
            Improvement Costs incurred by Concessionaire and not paid for or
            repaid with the proceeds of any Financing Event and (iii) Documented
            Transaction Costs with respect to such Financing Event [strike
            through end].

            [strike through begin] 4.8.6. Effect of Refinancing on Improvement
            Costs. Upon payment to County of a Net Proceeds Share in connection
            with a Financing Event, then the Improvement Costs incurred by
            Concessionaire prior to such Financing Event shall be increased by
            the amount of Net Refinancing Proceeds derived from such Financing
            Event and the Documented Transaction Costs incurred with respect
            thereto and} [strike through end] [strike through begin] {addition
            to Improvement Costs incurred by Concessionaire after such Financing
            Event. [strike through end]

            [strike through begin] 4.8.7. Transfers to which Sections 4.6
            through 4.8 Apply. The provisions of Sections 4.6 through 4.8 hereof
            shall apply to all transfers of beneficial interests in this
            Agreement or a Major Sublease which constitute a Change of
            Ownership, unless such transfers are otherwise excluded pursuant to
            subsection 4.6.2. Furthermore, the provisions of Sections 4.6
            through 4.8 of this Agreement, and the principles set forth therein,
            shall apply to any transfer or series of transfers which County can
            demonstrate was primarily structured for the purpose of avoiding the
            obligation to pay Net Proceeds Share set forth in Sections 4.6
            through 4.8 of this Agreement and which, viewed together, would
            otherwise constitute a Change of Ownership. [strike through end]

            [strike through begin] 4.8.8. Payment. Net Proceeds Share shall be
            due and payable concurrently with the transfer giving rise to the
            obligation to pay such fees and shall be the joint and several
            obligation of the transferee and transferor. In the event that the
            proceeds of the transaction giving rise to the obligation to pay Net
            Proceeds Share are comprised, in whole or in part, of assets other
            than cash, then the cash payment of the Net Proceeds Share shall
            reflect the fair market value of such non-cash assets as of the date
            of the Change of Ownership, which shall be set forth in the
            Calculation Notice} [strike through end]. Notwithstanding the
            foregoing, [strike through begin] {in the case of a Change of
            Ownership described in subsection 4.6.1(b), the Net Proceeds Share
            shall be payable to County as and when the Net Transfer Proceeds


                                      -13-
<PAGE>   14
            are received, with the Net Proceeds Share being equitably
            apportioned to the payments derived by Concessionaire from said
            Change of Ownership (other than any payments passed through to
            County under this Agreement).} [strike through end]

            [double underline begin] 4.7.9. Payment of Valuation Participation.
            Where County elects to designate a Valuation Date which is a date
            upon which an Outright Sale occurs, whether before or after the
            seventy ninth (79th) month of the term, the Valuation Participation
            shall be payable by Concessionaire in equal monthly installments of
            principal and interest beginning on the first calendar month after
            the occurrence of such Outright Sale. In all other events, the
            Valuation Participation shall be payable by Concessionaire in equal
            monthly installments of principal and interest beginning on the
            first calendar month after receipt by Concessionaire of notice of
            the Valuation Participation determined by County or by agreement of
            the parties or by arbitration and continuing through the expiration
            of the Term. Each monthly installment [double underline end] shall
            be in [double underline begin] an amount necessary to amortize the
            Valuation Participation, with interest at nine percent (9%) per
            annum in equal payments over the remaining months of the Term. In
            addition, in the event that Concessionaire has not commenced making
            Valuation Participation payments to County, interest on the
            Valuation Participation shall accrue at the higher of (a) eight
            percent (8%) per annum or (b) the County Pool Rate, from the first
            day of the first month following notice to Concessionaire of the
            Valuation Participation as determined by County. Accrued interest on
            the Valuation Participation shall become due and payable together
            with the first of the Valuation Participation payments.

                  4.7.10. Credit Toward Valuation Participation. In calculating
            the Valuation Participation payments, Concessionaire shall be
            credited with, and the Valuation Participation reduced by, the
            cumulative amount of Monthly Supplemental Rent and Annual
            Supplemental Rent paid by Concessionaire to County through the end
            of the month prior to the first monthly Valuation Participation
            payment. The foregoing credit shall be applied, without interest, to
            the Valuation Participation which is amortized for the remainder of
            the Term.

                  4.7.11. Greater of Supplemental Rent and Valuation
            Participation. From and after the date upon which the Valuation
            Participation is established, County shall receive the greater of
            (1) the Valuation Participation payments as determined by subsection
            4.7.7. above or (2) the Monthly Supplemental Rent and Annual
            Supplemental Rent payments as set forth above. For and at the end


                                      -14-
<PAGE>   15

            of each Supplemental Rent Year, Concessionaire shall compare the
            cumulative Supplemental Rent which would have been payable from the
            execution of this Amendment by County to the sum of (a) the
            Supplemental Rent payments actually made to County, (b) the
            Valuation Participation payments actually made to County and (c)
            "Excess Valuation Participation Payments" as defined herein below,
            each through the end of said Supplemental Rent Year. If the
            cumulative Supplemental Rent payments (including Monthly
            Supplemental Rent and Annual Supplemental Rent), calculated from the
            date of execution of this Amendment by County through the end of
            said Supplemental Rent Year, exceed the aforementioned sum of
            clauses (a), (b) and (c), Concessionaire shall pay such excess
            amount (each such payment an "Excess Valuation Participation
            Payment") to County within thirty (30) days following the end of
            said Supplemental Rent Year.

                        4.7.12. Exclusion from Fair Market Rental Value.
            Notwithstanding anything to the contrary in this Agreement,
            Concessionaire's obligation to pay Supplemental Rent shall not be
            taken into account in the renegotiation or adjustment of Annual
            Minimum Rent and Percentage Rent or the determination of Fair Market
            Rental Value as provided in Section 4.4 of this Agreement.

            4.8. Supplemental Rent Commencement Date. Monthly Supplemental Rent
      payments shall commence on the first day of the first calendar month
      following execution of this Amendment by County and thereafter shall be
      due and payable on the first day of each calendar month for the remainder
      of the Term. Annual Supplemental Rent Payments, if any, shall be due and
      payable on the first day of the second calendar month following the
      expiration of each Supplemental Rent Year, with the final Annual
      Supplemental Rent Payment becoming due and payable on the last day of the
      Term for the final Supplemental Rent Year." [double underline end]

3.    Subsection 4.2.2.9 is amended as follows, with deleted text stricken and
      added text double underlined:

            "4.2.2.9. Excess Payments Credit. If rent payments actually made by
            Concessionaire in a particular Lease Year exceed the total rentals
            actually due for that year as computed on an annual basis,
            Concessionaire shall be permitted to credit that excess amount
            ("Excess Percentage Rent Payment") against the succeeding monthly
            installments of [double underline begin] Monthly Minimum and [double
            underline end] Percentage Rent otherwise due under this Section 4.2
            until such time as the entire Excess Percentage Rent Payment has
            been recouped. If Concessionaire makes an Excess Percentage


                                      -15-
<PAGE>   16

            Rent Payment in the final Lease Year of the Term, County shall
            refund such amount to Concessionaire within ninety (90) days of the
            expiration of the Term."

4.    The first sentence of Subsection 5.6.4 of the Agreement is amended as
      follows, with deleted text stricken through and added text double
      underlined:

            "5.6.4 Performance and Payment Bonds. [double underline begin] If
      the two million dollar ($2,000,000) letter of credit required by Section 8
      of this Agreement has been reduced as provided therein, [double underline
      end] Concessionaire shall, at its own cost and expense, have furnished
      County with the following separate corporate surety bonds not less than
      ten (10) days prior to the [strike through begin] Construction
      Commencement Date (as defined herein below) [strike through end] [double
      underline begin] commencement of construction [double underline end],
      which bonds must be in form and content reasonably satisfactory to County
      or with other security for the construction of the Improvements as set
      forth in subsection 5.6.5 below:"

5.    Subsection 5.8.1 of the Agreement is amended as follows, with deleted text
      stricken through and added text double underlined:

            "5.8.1. Substantial [strike through begin] {Commencement} [strike
      through end] [double underline begin] Completion [double underline end] of
      Construction. It is a condition of this Agreement that, except to the
      extent Concessionaire is prevented from so doing by the events identified
      in subsection 5.8.3, Concessionaire shall cause the [strike through begin]
      {Substantial Commencement of Construction} [strike through end] [double
      underline begin] completion of construction of the Improvements [double
      underline end] to have occurred in accordance with the Approved Final
      Plans, Specifications and Costs no later than [strike through begin]
      {December 31, 1998 ("Anticipated Commencement Date") and shall
      substantially complete same by May 1, 1999} [strike through end] [double
      underline begin] six (6) months after the execution of the First Amendment
      to this Agreement by County [double underline end] ("Anticipated
      Completion Date"). [strike through begin] {For the purposes of this
      Agreement, "Substantial Commencement" or "Substantial Commencement of
      Construction" shall mean that (1) all "Exterior Parking Lot Area and
      Asphalt Concrete (AC) Beach Access" action items, as set forth in the
      Proposal for Concession Agreement for the Renovation and Operation of a
      Restaurant at Pacific Coast Highway at Sunset Boulevard, prepared by
      Concessionaire and dated November 4, 1996, have been completed, and (2)
      all demolition and excavation, including without limitation the removal of
      the existing center steel structure on the north side of the Premises
      which constitutes the covered patio area, has been completed in conformity
      with the Approved Final Plans, Specifications and Costs. The Anticipated
      Commencement Date and} [strike through end] [double underline begin] The
      [double underline end] Anticipated Completion Date [strike through begin]
      {will} [strike through end] [double underline begin] may [double underline
      end] only be extended under the specific circumstances set forth in this
      Section 5.8, and under no other circumstances. Notwithstanding the
      foregoing, the parties hereto specifically agree that so long as
      Concessionaire is otherwise 


                                      -16-
<PAGE>   17

      diligently and in good faith attempting to satisfy such condition, and as
      long as it would have been extremely unlikely that any other restaurant
      operator could have caused the Improvements to be Substantially [strike
      through begin] {Commenced and/or completed} [strike through end] [double
      underline begin] Completed [double underline end] within such timeframe,
      then Concessionaire will not be in breach of this subsection and not
      subject to termination of this Agreement for its failure to achieve
      [strike through begin] {Substantial Commencement or} [strike through end]
      completion [double underline begin] of the Improvements [double underline
      end] by the [strike through begin] {Anticipated Commencement Date or}
      [strike through end] Anticipated Completion Date [strike through begin] {,
      respectively} [strike through end]."

6.    The second sentence of Subsection 5.8.2 of the Agreement is amended as
      follows, with deleted text stricken through and added text double
      underlined:

      "During this period, delays due to fire, earthquake, [double underline
      begin] unusually severe winter storms, [double underline end] flood,
      tornado, civil disturbance, war, organized labor dispute or other
      unforeseeable event reasonably beyond the control of Concessionaire
      ("Force Majeure") or a hidden condition relating to the foundation of the
      Premises which is not known to Concessionaire as of the Anticipated
      Commencement Date shall extend the time in which said construction must be
      completed by the length of time of such delay, although Concessionaire
      shall commence and complete the portions, if any, of the Improvements not
      impacted by such delay within the timeframe set forth in this Agreement."

7. Section 8.1 of the Agreement is amended as follows, with deleted text
stricken through and added text double underlined:

      "8.1. Decrease in Deposit. [strike through begin] {Beginning on the third
      anniversary of the commencement of the Term, and on each subsequent
      anniversary date, the} [strike through end] [double underline begin] The
      [double underline end] amount of the irrevocable [strike through begin]
      {letter} [strike through end] [double underline begin] Letter [double
      underline end] of [strike through begin] {credit} [strike through end]
      [double underline begin] Credit [double underline end] may be decreased by
      Concessionaire upon fifteen (15) days' advance notice to County if
      Concessionaire has satisfied both of the following conditions: (1)
      Concessionaire has completed construction of the improvements in
      substantial conformity with the Approved Final Plans, Specifications and
      Costs and the Premises, as improved, are open to the public; and, (2)
      Concessionaire has provided County with audited financial statements
      certified by a Certified Public Accountant [double underline begin],
      together with quarterly reports, certifications by officers and principals
      of Concessionaire and any additional information reasonably requested by
      County, [double underline end] evidencing that Concessionaire has
      maintained a net worth in excess of Three Million and 00/100 Dollars
      ($3,000,000.00) [strike through begin] {for the most recent twelve
      consecutive months} [strike through end] [double underline begin] at all
      times from and after April 30, 1999. [double underline end] If
      Concessionaire has satisfied both of the foregoing conditions, the amount
      of the [strike through begin] {letter} [strike through end] [double
      underline begin] Letter [double underline end] of [strike through begin]
      {credit} [strike through end] [double underline begin] Credit [double
      underline end] may be reduced [strike through begin] {to} [strike through
      end] [double underline begin] and thereafter maintained at [double
      underline end] an amount which represents three (3) times the
      Monthly Minimum Rent then in effect. If, at any time after the amount of
      the [strike through begin] {letter} [strike through end] [double underline
      begin] Letter [double underline end] of [strike through begin] {credit}


                                      -17-
<PAGE>   18

      [strike through end] [double underline begin] Credit [double underline
      end] has been reduced as provided in this Section 8.1, Concessionaire's
      net worth falls below Three Million and 00/100 Dollars ($3,000,000.00)
      then, within ten (10) days after it receives notice of such fact,
      Concessionaire shall reinstate the letter of credit to the amount of Two
      Million and 00/100 Dollars ($2,000,000). Failure to so reinstate the
      letter of credit shall constitute an Event of Default hereunder. For
      purposes of computing Concessionaire's net worth hereunder, value may be
      attributed to the undepreciated amount of the Improvements, inventory,
      furniture and fixtures at the Premises, but no value shall be attributed
      to the value of the name "Gladstones" or to "goodwill"."

8. Subsection 12.1.2 of the Agreement is amended as follows, with deleted text
stricken through and added text double underlined:

      "12.1.2. Approval Required. At least thirty (30) days prior to the
      proposed effective date of any Sublease that is not a Major Sublease or of
      any amendment or assignment of such Sublease, Concessionaire shall submit
      a copy of such Sublease, amendment or assignment to Director for approval,
      which approval shall be given or withheld at Director's sole and absolute
      discretion. To the extent practical, Director shall approve or disapprove
      said proposed Sublease [double underline begin] or [double underline end]
      amendment [double underline begin] thereof [double underline end]
      amendment { [strike through begin] or assignment [strike through end] }
      within thirty (30) days after receipt thereof. [double underline begin]
      With respect to an assignment, including without limitation a Change of
      Ownership and/or Outright Sale, Director shall give or withhold his
      approval of said assignment, which approval shall take into account the
      factors set forth in subsection 12.3.1 hereof and shall not be
      unreasonably withheld or delayed, within thirty (30) days after receipt of
      the materials set forth in subsection 12.2.3.1 hereof; if not given in
      writing prior to the expiration of said thirty (30) day period, Director's
      consent to the proposed assignment shall be deemed to be withheld. [double
      underline end]

9. The final sentence of Section 12.3 of the Agreement is amended as follows,
with deleted text stricken through and added text double underlined:

      "Any approved assignment of this Agreement shall release the assignor of
      all liability arising on or after the effective date of such assignment,
      provided the assignee assumes all of such liability. Provided, further,
      the assignor shall not be relieved of any liability for the payment of the
      Administrative Charge [strike through begin] {or the required portion of
      any Net Proceeds Share or Net Refinancing Proceeds which arise upon}
      [strike through end] [double underline begin] in connection with [double
      underline end] such assignment as provided herein."

10. The final sentence of Section 13.1. is amended as follows, with deleted text
stricken through and added text double underlined:


                                      -18-
<PAGE>   19

      "For the purposes of this Agreement, including without limitation the
      provisions of Sections 4.6 through 4.8 hereof, a "Financing Event" shall
      mean [strike through begin] {any financing or refinancing consummated by
      Concessionaire, whether with private or institutional investors or
      lenders, where such financing or refinancing is (a) [strike through end] }
      an Encumbrance (as defined below) [strike through begin] { or (b) has been
      underwritten based upon, or is intended to be repaid from, the proceeds of
      Concessionaire's operation of the Premises or the sale, assignment or
      transfer of Concessionaire's interest as provided herein} [strike through
      end]."

11. Section 13.1.3.3. is amended as follows, with deleted text stricken through
and added text double underlined:

            "13.1.3.3. [double underline begin] No [double underline end]
      [strike through begin] {(1) Neither an} [strike through end]
      Administrative Charge [strike through begin] {nor any Net Proceeds Share}
      [strike through end] shall be payable in respect of or charged against any
      amount payable under the Encumbrance to or for the benefit of the
      Encumbrance Holder in a foreclosure proceeding [double underline begin],
      nor shall such foreclosure proceeding (or any deed in lieu of such
      proceeding) be deemed an Outright Sale. [double underline end] "

12. Subsection 14.4.3 is amended as follows, with deleted text stricken through
and added text double underlined:

            "14.4.3. Other Amounts. The amounts necessary to compensate County
      for the sums and other obligations which under the terms of this Agreement
      become due prior to, upon or as a result of the expiration of the Term or
      sooner termination of this Agreement, including without limitation, those
      amounts of unpaid taxes, insurance premiums and utilities for the time
      preceding surrender of possession, the cost of removal of rubble, debris
      and other above-ground improvements, attorney's fees, court costs, and
      unpaid Administrative Charges [strike through begin] {, Net Proceeds
      Shares and Net Refinancing Proceeds.} [strike through end]."

13. Section 15.1 is hereby amended as follows, with deleted text stricken
through and added text double underlined:

            "15.1. Maintenance of Records. In order to determine the amount of
      and provide for the payment of the rent, Administrative Charge, [strike
      through begin] {Net Proceeds Share, Net Refinancing Proceeds and } [strike
      through end] [double underline begin] Supplemental Rent, Valuation
      Participation, Excess Valuation Participation Payments and any and all
      [double underline end] other sums due under this Agreement, Concessionaire
      and all Sublessees, if any, shall at all times during the Term of this
      Agreement, and for thirty six (36) months thereafter, keep, or cause to be
      kept, locally, to the reasonable satisfaction of Director, true, accurate,
      and complete records and double-entry books of account for the current and
      five (5) prior Accounting Years, such records to show all transactions
      relative to the


                                      -19-
<PAGE>   20

      conduct of operations, and to be supported by data of original entry."

14. On or prior to June 30, 1999, Concessionaire shall provide County with
reasonably satisfactory written evidence that the State has consented to and
approved in writing the terms of this Amendment.

15. All other terms and conditions contained in the Agreement shall remain in
full force and effect and are hereby reaffirmed and ratified.

            IN WITNESS WHEREOF, County has, by order of its Board of
Supervisors, caused this Amendment to be subscribed by the Chairman of said
Board and attested by the Clerk thereof, and Concessionaire has executed the
same on the day and year hereinbelow written.

                                       THE COUNTY OF LOS ANGELES



                                       By   /s/  DON KNABE
                                          ------------------------------
                                          Chairman, Board of Supervisors


APPROVED AS TO FORM:                   (CORPORATE SEAL)
LLOYD W. PELLMAN
County Counsel                         ATTEST: JOANNE STURGES 
                                       --------------------------------
By /s/ RICHARD WEISS                          EXECUTIVE OFFICER
  -------------------------            CLERK OF THE BOARD OF SUPERVISORS
                                       
       ADOPTED                         By [SIG]
BOARD OF SUPERVISORS                      -----------------------------
COUNTY OF LOS ANGELES                  
                                       SEA VIEW RESTAURANTS, INC.,
      FEB 09, 1999                     a California corporation

/s/ JOANNE STURGES                     By /s/ ALAN REDHEAD
---------------------------              ------------------------------
JOANNE STURGES                         Its President
EXECUTIVE OFFICER
                                       By /s/ SAMUEL E. CHILAKOS
                                          -----------------------------
                                       Its Secretary

Dated: 1/28/1999



                                      -20-