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                                                                  EXHIBIT 10.59



                           LETTER OF CREDIT AGREEMENT



        This Agreement is by and between CALIFORNIA BEACH RESTAURANTS, INC., a
California corporation ("CBR" or the "Company"), SEA VIEW RESTAURANTS, INC., a
California corporation and wholly-owned subsidiary of CBR ("Sea View"), and the
parties designated on the signature page hereto ("Providers").

        WHEREAS, pursuant to a Concession Agreement dated as of November 1, 1997
(the "Concession Agreement") by and between Sea View and the County of Los
Angeles, State of California (the "County"), Sea View is required to provide a
letter of credit in favor of the County to support Sea View's obligations under
the Concession Agreement; and

        WHEREAS, Providers are willing to provide credit support for such letter
of credit on behalf of Sea View;

        NOW, THEREFORE, in consideration of the promises and covenants contained
herein, the parties hereby agree as follows:

        1.      Letter of Credit. Providers hereby agree to provide the credit
support for an irrevocable letter of credit in the form attached hereto as
Exhibit A, securing Sea View's obligations under the Concession Agreement (the
"Letter of Credit"). Providers agree to provide credit support for such Letter
of Credit for a term expiring August 1, 1998, or such earlier date that Sea View
notifies Providers in writing that the Letter of Credit may be terminated by
Providers or the Line of Credit (defined below) is terminated (such expiration
date or earlier termination date to be referred to as "Termination Date").
Provider shall not be obligated to extend the Letter of Credit beyond the
Termination Date or cause to be replaced any amounts drawn by the County against
the Letter of Credit.

        2.      Fees and Costs. CBR shall pay all costs incurred by Providers
with respect to this Agreement and the Letter of Credit, including the fees and
expenses of the bank issuing the Letter of Credit, as well as Providers'
reasonable attorney fees associated in negotiating and documenting the Letter of
Credit and this Agreement.

        3.      Compensation. In consideration for Providers agreeing to provide
credit support for the Letter of Credit, CBR agrees to pay to Providers the
following:



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                (i)     for the period November 1, 1997 through February 1,
                        1998, CBR agrees to pay Providers Twenty Thousand
                        Dollars ($20,000) in cash, payable February 1, 1998;

                (ii)    for the period February 1, 1998 through April 30, 1998,
                        CBR agrees to pay Providers Sixty Thousand Dollars
                        ($60,000) in cash, payable May 1, 1998; provided that if
                        the Letter of Credit terminates subsequent to February
                        1, 1998 and prior to April 30, 1998, the amount payable
                        shall be prorated for the number of days the Letter of
                        Credit was in place; and

                (iii)   for the period May 1, 1998 through July 31, 1998, CBR
                        agrees to pay to Providers One Hundred Thousand Dollars
                        ($100,000) in cash, payable August 1, 1998; provided
                        that if the Letter of Credit terminates subsequent to
                        May 1, 1998 and prior to July 31, 1998, the amount
                        payable shall be prorated for the number of days the
                        Letter of Credit was in place .

        4.      Letter of Credit Draw Down. In the event the County draws down
the Letter of Credit, the amount drawn down by the County (a "Draw Down") shall
be automatically converted into a debt obligation of the Company and evidenced
by a promissory note ("Note") substantially in the form set forth as Exhibit B
attached hereto. At the request of Providers, the Company shall promptly file an
application with the California Department of Corporations to qualify the
issuance by the Company of a loan with substantially identical terms to the Note
set forth in Exhibit B hereto, except that the interest rate shall be 12% per
annum (a "Qualified Note"), and once qualified such Qualified Note shall replace
the Note.

        5.      Line of Credit. Although not contractually bound to do so,
Provider or any of its affiliated entities may provide to the Companies a
one-year, One Million Dollar ($1,000,000) line of credit (the "Line of Credit").
If the Line of Credit is in fact provided and is terminated by the Company,
Providers' obligation to provide credit support for the Letter of Credit shall
automatically cease. In addition, the Line of Credit shall provide that an event
of default with respect to payments due under the Note shall be deemed to be an
immediate default under the Line of Credit.

        6.      Miscellaneous

                6.1     Amendment. Neither this Agreement nor any term hereof
may be amended, waived, discharged or terminated other than by a written
instrument signed by the party against whom enforcement of any such amendment,
waiver, discharge or termination is sought.



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                6.2     Entire Agreement; Assignment. This Agreement (i)
constitutes the entire agreement between the parties with respect to the subject
matter hereof and supersedes all other prior agreements and understandings, both
written and oral, among the parties or any of them with respect to the subject
matter hereof and (ii) shall not be assigned by operation of law or otherwise.

                6.3     Validity. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provisions of this Agreement, which shall remain in full force and
effect.

                6.4     Notices. All notices, requests, claims, demands and
other communications hereunder shall be in writing and shall be deemed to have
been duly given when delivered in person, by cable, telegram or telex, or by
registered or certified mail (postage prepaid, return receipt requested) to the
respective parties at the address set forth opposite each such party's name on
the signature page or to such other address as the person to whom notice is
given may have previously furnished to the others in writing in the manner set
forth above (provided that notice of any change of address shall be effective
only upon receipt thereof).

                6.5     Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of California regardless of
the laws that might otherwise govern under principles of conflicts of laws
applicable thereto.

                6.6     Parties in Interest. This Agreement shall be binding
upon and inure solely to the benefit of each party hereto, and nothing in this
Agreement, express or implied, is intended to confer upon any other person any
rights or remedies of any nature whatsoever under or by reason of this
Agreement.

                6.7     Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same agreement.





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        IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the day and year first above written.


                                   CALIFORNIA BEACH RESTAURANTS, INC.


                                   By: _______________________________________

                                   Its: ______________________________________

                                   Address:  17383 Sunset Boulevard, Suite 140
                                             Pacific Palisades, CA 90272
                                             Attention:  President


                                   PROVIDERS

                                   Overhead Partners, L.P., a California limited
                                                  partnership


                                   By: _______________________________________

                                   Its: ______________________________________

                                   Address:  _________________________________

                                             _________________________________

                                             _________________________________






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                                                                       EXHIBIT A



                                          November 1, 1997
                                          Letter of Credit No. PB-______________


Beneficiary
County of Los Angeles
500 West Temple Street
Los Angeles, California 90012

Gentlemen:

        In accordance with instructions received from our client, we hereby
establish our Irrevocable Letter of Credit No. PB-____________ in your favor for
the account of ______________________________ for the amount of Two Million
Dollars ($2,000,000), which is available for payment upon presentation of your
sight draft(s) drawn on us accompanied by your statement appropriately completed
and purportedly signed by an authorized signatory of your company, stating as
follows:

        "There has been an Event of Default under the Concession Agreement by
        and between the County of Los Angeles ("County") and Sea View
        Restaurants, Inc., dated as of November 1, 1997, and
        _____________________ Dollars ($________) is due and payable
        thereunder."

        Drafts drawn hereunder must be marked "Drawn under Morgan Guaranty Trust
Company of New York, Letter of Credit Number PB-_________, dated November 1,
1997. Partial drawings are permitted.

        In the event that County makes a total or partial drawing under this
instrument, then a representative of the County may telephonically contact
______________________ ____________________ (a designated representative of
Morgan Guaranty) at any reasonable time(s) during the following thirty (30) day
period and shall be entitled to accurate information as to the remaining sums
available under the letter of credit and whether or not the amount(s) previously
drawn have been replenished.

        This Letter of Credit sets forth in full our undertaking, and such
undertaking shall not in any way be modified, amplified or amended by reference
to any document, instrument, or agreement referred to herein, and any such
reference shall not be deemed to incorporate herein by reference to any such
document, instrument, or agreement.



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        This Credit is subject to the Uniform Customs and Practice for
Documentary Credits (1993 Revision), International Chamber of Commerce
Publication No. 500.

        We hereby agree that all draft(s) drawn hereunder and in compliance with
the terms and conditions of this Credit will be duly honored upon proper
presentation and delivery of documents specified, if presented to Morgan
Guaranty Trust Company of New York, c/o J. P. Morgan Services, Inc., 500 Stanton
Christiana Road, Newark, Delaware 19713-2107, attention: Private Client Group
Letters of Credit, on or before the expiry date of November 1, 1999.

        We hereby further agree to provide you with written notice of the
impending expiry date of this letter of credit by certified mail to Stan
Wisniewski, Director, Los Angeles County Department of Beaches and Harbors,
13837 Fiji Way, Marina del Rey, California 90292, to be delivered no more than
thirty (30) and no less than twenty (20) days prior to the aforementioned July
31, 1998 expiry date.


                                       Yours very truly,



                                       _______________________________________

                                       Title: ________________________________







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                                                                       EXHIBIT B



                           SEA VIEW RESTAURANTS, INC.

                             SENIOR PROMISSORY NOTE


$2,000,000                                               LOS ANGELES, CALIFORNIA
                                                         November 1, 1997



        Sea View Restaurants, Inc., a California corporation (the "Company"),
the principal office of which is located at 17383 Sunset Boulevard, Suite 140,
Pacific Palisades, California 90272, for value received hereby promises to pay
to ________ __________________________, or its registered assigns, the sum of
Two Million Dollars ($2,000,000), or such lesser amount as shall then equal the
outstanding principal amount hereof and any unpaid accrued interest hereon, as
set forth below. This Note is issued in connection with the transactions
described in Section 4 of that certain Letter of Credit Agreement, dated as of
November 1, 1997, between the Company, California Beach Restaurants, Inc., a
California corporation and parent corporation of the Company (the "Parent"), and
the Providers described therein, as the same may from time to time be amended,
modified or supplemented (the "Letter of Credit Agreement").

        The following is a statement of the rights of the Holder of this Note
and the conditions to which this Note is subject, and to which the Holder
hereof, by the acceptance of this Note, agrees:

        1.      PAYMENT. The amount and date of any "Draw Down" of the Letter of
Credit as set forth in the Letter of Credit Agreement shall be noted on Exhibit
A hereto. With respect to any particular Draw Down, all principal and interest
shall be due and payable on the earlier to occur of (i) Ninety (90) days from
the date of any such Draw Down or (ii) when declared due and payable by the
Holder under the occurrence of an Event of Default (as defined below). Payment
for all amounts due hereunder shall be made by mail to the registered address of
the Holder.

        2.      INTEREST. The Company shall pay interest at the rate of ten
percent (10%) per annum (the "Interest Rate") on the principal of this Note
outstanding during the period beginning on the date of a Draw Down and ending on
the date that the principal amount and interest with respect to any Draw Down
becomes due and payable, but in no event shall such rate exceed the maximum
lawful interest rate permitted by the laws of the State of California. If, for
any circumstances whatsoever, fulfillment of any provision hereof, at
the time performance of such provision shall be due, shall involve transcending
the limit



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of validity prescribed by law, then, ipso facto, the obligation to be fulfilled
shall be reduced to the limit of such validity; and if, for any circumstance,
the holder hereof shall ever receive as interest an amount which would be
excessive interest, said amount shall be applied to the reduction of the unpaid
balance due hereunder and not to the payment of interest. This provision shall
control every other provision of all agreements between the Company and the
Holders.

        3.      EVENTS OF DEFAULT. If any of the events specified in this
Section 3 shall occur (herein individually referred to as an "Event of
Default"), the Holder of the Note may, so long as such condition exists, declare
the entire principal and unpaid accrued interest hereon immediately due and
payable, by notice in writing to the Company.

        (i)     Default in the payment of the principal and unpaid accrued
                interest of this Note when due and payable; or

        (ii)    The institution by the Company of proceedings to be adjudicated
                as bankrupt or insolvent, or the consent by it to institution of
                bankruptcy or insolvency proceedings against it or the filing by
                it of a petition or answer or consent seeking reorganization or
                release under the federal Bankruptcy Act, or any other
                applicable federal or state law, or the consent by it to the
                filing of any such petition or the appointment of a receiver,
                liquidator, assignee, trustee or other similar official of the
                Company, or of any substantial part of its property, or he
                making by it of an assignment for the benefit of creditors, or
                the taking of corporate action by the Company in furtherance of
                any such action; or

        (iii)   If, within sixty (60) days afer the commencement of an action
                against the Company (and service of process in connection
                therewith on the Company) seeking any bankruptcy, insolvency,
                reorganization, liquidation, dissolution or similar relief under
                any present or future statute, law or regulation, such action
                shall not have been resolved in favor of the Company or all
                orders or proceedings thereunder affecting the operations or the
                business of the Company stayed, or if the stay of any such order
                or proceeding shall thereafter be set aside, or if, within sixty
                (60) days after the appointment without the consent or
                acquiescence of the Company of any trustee, receiver or
                liquidator of the Company, such appointment or of all or any
                substantial part of the properties of the Company, such
                appointment shall not have been vacated.




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        4.      PREPAYMENT. This Note may be prepaid at any time by the Company.
The Company may at any time prepay in whole or in part the principal sum, plus
accrued interest to date of payment, of this Note.

        5.      LIMITATIONS ON DEBT: NEGATIVE PLEDGE. The Company may not incur
any indebtedness for borrowed money. If the Company shall create or assume any
indebtedness secured by any lien upon any of the Company's property or assets,
whether now owned or hereafter acquired, the Company shall, at the request of
Providers, make or cause to be made effective provision whereby the Notes will
be secured equally with any and all other indebtedness thereby secured as long
as any such other indebtedness shall be so secured.

        6.      ASSIGNMENT. The rights and obligations of the Company and the
Holder of this Note shall be binding upon and benefit the successors, assigns,
heirs, administrators and transferees of the parties.

        7.      WAIVER AND AMENDMENT. Any provision of this Note may be amended,
waived or modified upon the written consent of the Company and Holder.

        8.      NOTICES. Any notice, request or other communication required or
permitted hereunder shall be in writing and shall be deemed to have been duly
given if personally delivered or if telegraphed or mailed by registered or
certified mail, postage prepaid, at the respective addresses of the parties as
set forth herein. Any party hereto may by notice so given change its address for
future notice hereunder. Notice shall conclusively be deemed to have been given
when personally delivered or when deposited in the mail or telegraphed in the
manner set forth above and shall be deemed to have been received when delivered.

        9.      GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of California.

        9.      FEES. If this Note is not paid when due, the Company agrees to
pay all costs of collection and reasonable attorney fees incurred by the Holder,
whether or not suit is filed.




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        IN WITNESS WHEREOF, the Company has caused this Note to be issued this
_____ day of ________________, ____.


                                        SEA VIEW RESTAURANTS, INC.

                                        By:
                                             ----------------------------------

                                        Its:  President
                                             ----------------------------------


Name of Holder: ____________________

Address: ___________________________

____________________________________







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