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                         EXECUTIVE EMPLOYMENT AGREEMENT


      This Executive Employment Agreement ("Agreement") is dated as of 
November 14, 1997 between California Beach Restaurants, Inc., a California
corporation (the "Company"), and Alan Redhead (the "Executive").

      In consideration of the mutual promises and conditions contained herein,
it is agreed as follows:

      1.    Definitions. For purposes of this Agreement, the following
definitions shall be applicable to the terms set forth below:

            (a)   Cause. "Cause" shall mean (i) the willful engaging by the
Executive in misconduct which is or could reasonably be expected to become
materially injurious to the Company, monetarily or otherwise, (ii) conviction of
a felony or any crime involving moral turpitude; or (iii) participation in any
fraud against or theft from the Company. For purposes of this Agreement, no act,
or failure to act, on the Executive's part shall be considered "willful" unless
done, or omitted to be done, by him not in good faith and without a reasonable
belief that his action or omission was in the best interests of the Company.

            (b)   Permanently Disabled. The Executive shall be deemed
"Permanently Disabled" if a physical or mental incapacity prevents the Executive
from continuing the proper performance of his duties hereunder for (i) a period
of five (5) or more consecutive months or (ii) more than one hundred eighty
(180) days in any consecutive twelve (12) month period (the last day of the
period under clause (i) or (ii) shall be referred to as the "Effective Date of
Disability"). The determination regarding whether the Executive is Permanently
Disabled hereunder shall be made by the Company's Board of Directors in the
reasonable good faith exercise of its judgment.

            (c)   Good Reason. "Good Reason" shall mean (i) the failure of the
Company to vest the Executive, without the Executive's consent, with the powers
and authority of the Chief Executive Officer of the Company, as described in
Section 2 below, or any removal of the Executive from or failure to re-elect the
Executive, without the Executive's consent, to the office of the Chief Executive
Officer of the Company, (ii) a reduction by the Company, without the Executive's
consent, in the Executive's base salary, (iii) the requirement by the Company,
without Executive's consent, that the Executive be based anywhere other than
within 25 miles of the Executive's present office location, except for required
travel on the Company's business to an extent substantially consistent with the
Executive's present business travel obligations, (iv) the disposition of the
business of the Company (whether by sale of stock, assets, merger,
consolidation, or other form of reorganization), or (v) a failure by the Company
to comply with any material provision, or group of provisions that are material
in the aggregate, of this Agreement which has not been cured within thirty (30)
days after notice of such noncompliance has been given by the Executive to the
Company, or if


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such failure is not capable of being cured in such time, a cure shall not have
been diligently initiated by the Company within such thirty-day period and
thereafter diligently completed within one hundred twenty (120) days after such
notice; provided, however, that any of the foregoing actions shall not be
considered to be Good Reason if such action is undertaken by the Company for
Cause.

      2.    Employment. The Company hereby employs the Executive as Chief
Executive Officer of the Company and the Executive accepts such employment upon
the terms and subject to the conditions set forth in this Agreement. The
Executive shall report only to the Board, and his powers and authority shall be
superior to those of any officer or employee of the Company or of any subsidiary
thereof. The Executive agrees to serve as a director on the Board of Directors
during the term of this Agreement, as well as a member of any committee of the
Board of Directors to which he may be elected or appointed. The Executive
agrees to devote his full business time and attention and best efforts to the
business and affairs of the Company and its subsidiaries and affiliates during
the term of employment, except for vacation periods as set forth herein and
periods of illness or other incapacities. This Agreement does not grant the
Executive any right or entitlement to be retained by the Company, and shall not
affect or prejudice the Company's right to discharge the Executive in accordance
herewith. The Company may terminate the Executive's employment either for Cause
or other than for Cause.

      3.    Term. The employment of the Executive by the Company under the terms
and conditions of this Agreement will commence on the date hereof and terminate
three (3) years from the date hereof, unless sooner terminated as hereinafter
provided.

      4.    Compensation.

            (a)   Annual Salary. The Company shall pay to the Executive during
the term of employment a salary at the annual rate of $214,070. Effective on
each anniversary of the date hereof during the term of this Agreement, the
Executive's salary shall be increased by a percentage equal to the percentage
increase in the Consumers Price Index of Urban Wage Earners and Clerical Workers
(Revised Series), Los Angeles-Long Beach-Anaheim Average, 1967-100, (the
"Index") as of the applicable anniversary over the Index as of the date hereof
for the first anniversary hereof, and for each anniversary thereafter, as of the
prior anniversary date. The Company shall review the annual salary of Executive
hereunder in the event the Company shall complete a material acquisition of
another company or business. The Executive's salary shal1 be payable at the same
time and basis as the Company pays its payroll in general. Payment of the
Executive's salary shall be subject to deductions for social security, federal
and state payroll taxes and unemployment and other standard deductions and
withholdings.

            (b)   Reimbursement of Expenses. During the term of employment, the
Executive shall be entitled to receive prompt reimbursement of all


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reasonable expenses incurred by the Executive in performing services hereunder,
including all expenses of travel and living expenses while away from home on
business at the request of, or in the service of, the Company, provided that
such expenses are incurred and accounted for in accordance with the policies and
procedures established by the Company.

            (c)   1997 Cash Bonus. The Executive has earned a bonus in 1997 in
connection with the new concession agreement relating to Gladstone's and
repayment of indebtedness to Bank of America, which shall be paid to Executive
in equal installments of $29,149 on each November 15, February 15, May 15 and
August 15 from November 15, 1997 and until November 15, 1999, provided, however,
that the Board of Directors of the Company may defer any installment to a
reasonable later date, if it determines in its reasonable discretion that the
Company has insufficient cash resources to meet its other operating obligations
and pay such installment, based on the cash flow analysis for the quarter in
which the installment is due, presented by management to the Board of Directors.

            (d)   Participation in Benefit Plans. During the term of employment,
the Executive shall be entitled to participate in any group insurance,
hospitalization, medical, dental, health and accident, disability or similar
plan or program of the Company now existing or established hereafter to the
extent that he is eligible under the general provisions thereof.

            (e)   Vacation. The Executive shall be entitled to three (3) weeks
of annual vacation time; provided, however, in no event shall the Executive's
annual vacation time be less than the annual vacation time which is provided to
other executive officers of the Company and which is established by the Board of
Directors. The days selected for the Executive's vacation must be reasonably
agreeable to the Company and the Executive.

            (f)   Car Allowance. The Executive shall be entitled to a monthly
car allowance of $500.00; provided, however, in no event shall the Executive's
monthly car allowance be less than the amount of any car allowance which is
provided to executive officers of the Company generally and which is established
by the Board of Directors. Such car allowance shall be paid to the Executive at
the same time as the Company makes salary payments to the Executive under
Section 4(a) above.

      5.    Death or Disability During Employment. If the Executive dies or is
Permanently Disabled during employment hereunder, the Executive's employment
with the Company shall immediately cease and the Company shall pay to the
Executive the salary that would otherwise be payable to the Executive under this
Agreement through the end of the month in which the Executive's death or
Effective Date of Disability occurs, as the case may be. Such payments shall
constitute the entirety of the Company's obligations to the Executive in the
event of the Executive's death or Permanent Disability, and all compensation and
benefits, except benefits provided by


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law (e.g., COBRA health insurance continuation benefits), shall otherwise cease
to accrue.

      6.    Resignation Without Good Reason. The Executive may terminate the
Executive's employment with the Company without Good Reason at any time, upon
thirty (30) days prior written notice to the Company. In the event that the
Executive's employment is terminated by resignation without Good Reason, all
compensation and benefits, except benefits provided by law (e.g., COBRA health
insurance continuation benefits), will immediately cease to accrue and all
compensation and, except as otherwise required by applicable law, benefits
accrued through the date of termination shall be paid to the Executive within a
reasonable time thereafter in compliance with applicable laws, but in no event
later than thirty (30) days after the date of termination. The Company shall
have no further obligation to pay severance of any kind.

      7,    Termination With Cause. The Company may terminate the Executive's
employment with the Company at any time for Cause, immediately upon notice to
the Executive of the circumstances leading to such termination for Cause. In the
event that the Executive's employment is terminated for Cause, all compensation
and benefits, except benefits provided by law (e.g., COBRA health insurance
continuation benefits), will immediately cease to accrue, and all compensation
and, except as otherwise required by applicable law, benefits accrued through
the date of termination shall be paid to the Executive within a reasonable time
thereafter but in no event later than thirty (30) days after the date of
termination. The date of termination shall be the date upon which notice of
termination is given. The Company shall have no further obligation to pay
severance of any kind.

      8.    Termination Without Cause and Resignation for Good Reason.

            (a)   The Company may terminate the Executive's employment with the
Company without Cause at any time. The Executive may terminate the Executive's
employment with the Company for Good Reason at any time, immediately upon notice
to the Company of the circumstances leading to such resignation for Good Reason.
In the event the Executive's employment is terminated by the Company without
Cause or by the Executive for Good Reason, the Company shall:

                  (1)   pay to the Executive his base salary through the date of
termination plus credit for any vacation earned but not taken; and

                  (2)   pay the Executive's monthly base salary in effect as of
the date of termination for twelve (12) months, except if Good Reason is based
on clause (iv) of Section 1(c) hereof, the Executive must elect in writing to
terminate his employment hereunder not later than thirty (30) business days
following the completion of such disposition, must not become employed by the
successor to the Company within nine (9) months after such disposition, and the
payment to Executive shall be an amount equal to nine (9) months of the current
base salary (such severance pay shall be payable at the same time and basis as
the Company pays its payroll in general); and


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                  (3)   maintain, at the Company's expense, in full force and
effect, for the Executive's continued benefit until the earlier of (a) twelve
(12) months after the date of termination or (b) the Executive's commencement of
full time employment with a new employer, all life insurance, medical, health
and accident, and disability plans, program or arrangements in which the
Executive was entitled to participate immediately prior to the date of
termination, provided that the Executive's continued participation is possible
under the general terms and provisions of such plans and programs. In the event
that the Executive's participation in any such plan or program is barred, the
Company shall arrange to provide the Executive with benefits substantially
similar to those which the Executive was entitled to receive under such plans or
programs and shall pay the cost thereof.

            (b)   Any termination of Executive's employment by the Executive
with or without Good Reason shall not be deemed to be a material breach of this
Agreement by him. Any termination of employment by the Executive for Good Reason
shall not be deemed a voluntary termination of employment by the Executive for
purposes of this Agreement or any plan or practice of the Company, but shall be
deemed a termination without Cause by the Company.

            (c)   The salary and benefits provided under this Section 8 shall
constitute the entirety of the Company's obligations to the Executive in the
event of the termination of the Executive's employment without Cause or for Good
Reason.

      9.    No Obligation to Mitigate Damages; No Effect on Other Contractual
Rights.

            (a)   The Executive shall not be required to mitigate damages or the
amount of any payment provided for under this Agreement by seeking other
employment or otherwise; provided, however, the amount of the severance payments
provided for under Section 8(a)(2) of this Agreement shall be reduced by the
amount of any compensation earned by the Executive as the result of employment
by another employer during the period commencing six (6) months following the
date of termination and ending with the last date severance payments are due
Executive pursuant to Section 8(a)(2) hereof.

            (b)   The provisions of this Agreement, and any payment or benefit
provided for hereunder, shall not reduce any amounts otherwise payable, or in
any way diminish the Executive's existing rights, or rights which would accrue
solely as a result of the passage of time, under any benefit plan, incentive
compensation plan, stock option or stock purchase plan, employment agreement or
other contract, plan or arrangement.

      10.   Successor to the Company.

            (a)   The Company will require any successor or assign (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company, by agreement in
form and substance satisfactory to the Executive, expressly, absolutely and
unconditionally


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to assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession or
assignment had taken place. Any failure of the Company to obtain such agreement
prior to the effectiveness of any such succession or assignment shall be a
material breach of this Agreement and shall entitle the Executive to terminate
this Agreement for Good Reason. As used in its Agreement, "Company" shall mean
the Company as herein before defined and any successor or assign to its business
and/or assets as aforesaid which executes and delivers the agreement provided
for in this Section 10 or which otherwise becomes bound by all the terms and
provisions of this Agreement by operation of law. If at any time during the term
of this Agreement the Executive is employed by any corporation a majority of the
voting securities of which is then owned by the Company, "Company" as used in
this Agreement shall in addition include such employer. In such event, the
Company agrees that it shall pay or shall cause such employer to pay any amounts
owed to the Executive pursuant to this Agreement.

            (b)   This Agreement shall inure to the benefit of and be
enforceable by the Executive's personal and legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. If the
Executive should die while any amounts are still payable to him hereunder, all
such amounts, unless otherwise provided herein, shall be paid in accordance with
the terms of this Agreement to the Executive's devisee, legatee, or other
designee or, if there be no such designee, to the Executive's estate.

      11.   Notice. For purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt requested, postage prepaid, as follows:

      If to the Company:    California Beach Restaurants, Inc. 
                            17383 Sunset Boulevard, Suite 140 
                            Pacific Palisades, California 90272 
                            Attn: Board of Directors

      If to the Executive:  Alan Redhead
                            2425 Pearl Street
                            Santa Monica, California 90405

or such other address as either party may have furnished to the other in writing
in accordance herewith, except that notices of change of address shall be
effective only upon receipt.

      12.   Arbitration.

            (a)   Any controversy, claim or dispute between the parties directly
or indirectly concerning this Agreement or the breach hereof, or the subject
matter hereof, shall be finally settled by arbitration administered by the
American


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Arbitration Association in accordance with its Commercial Arbitration Rules and
held in Los Angeles, California. The decision of the arbitrator shall be final
and conclusive on the parties, and there shall be no appeal therefrom. A
decision of the arbitrator may be enforced by the prevailing party in a court of
competent jurisdiction.

            (b)   The parties hereto agree that an action to compel arbitration
pursuant to this Agreement may be brought in any appropriate court and in
connection therewith the laws of the State of California shall control.
Application may also be made to such court for confirmation of any decision or
award of the arbitrator but only if necessary to effectuate such decision or
award. The parties hereto hereby consent to the jurisdiction of the arbitrator
and any such court and waive any objections to the jurisdiction of such
arbitrator or court.

      13.   Legal Fees and Expenses. Should any party institute arbitration or
any action or proceeding to enforce a decision of the arbitrator provided for in
Section 12, the prevailing party in such arbitration, action or proceeding shall
be entitled to receive from the other party all costs and expenses, including
reasonable attorneys' fees, incurred by the prevailing party in connection with
such action or proceeding.

      14.   Miscellaneous. No provisions of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing signed by the Executive and the Company. No waiver by either party
hereto at any time of any breach by the other party hereto of, or compliance
with, any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or conditions
at the same or at any prior or subsequent time. No agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not set forth
expressly in this Agreement. This Agreement shall be governed by and construed
in accordance with the laws of the State of California,

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

      16.   Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

EXECUTIVE                           CALIFORNIA BEACH RESTAURANTS, INC.,
                                    a California Corporation

/s/ ALAN REDHEAD                    By: /s/ MARK SEGAL
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Alan Redhead                                Mark Segal, Vice President and
                                            Chief Financial Officer


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