EXHIBIT 10.5

                         THIRD ADDENDUM TO OFFICE LEASE

      THIS THIRD  ADDENDUM TO LEASE (the  "Third  Addendum"),  dated  October l,
1999, is made by and between DOUGLAS EMMETT JOINT VENTURE,  a California general
partnership, as predecessor-in-interest to Pinkwood Properties Corp., a New York
corporation ("Landlord"),  with offices at 12121 Wilshire Boulevard,  Suite 600,
Los Angeles,  California 90025, and GRAND HAVANA  ENTERPRISES,  INC., a Delaware
corporation  (formerly  known as  United  Restaurants,  Inc.)  ("Tenant"),  with
offices at 301 North Canon Drive, Suite R-01, Beverly Hills, California 90210.

WHEREAS,

      A.  Landlord,  pursuant to the  provisions of that certain  written Office
Lease,  dated July 1, 1994,  as amended by the First  Addendum to Office  Lease,
dated October 10, 1994,  and as amended by the Second  Addendum to Office Lease,
dated November 23, 1994 (collectively, the "Lease"), leased to Tenant and Tenant
leased from  Landlord  space in the  property  located at 301 North Canon Drive,
Beverly Hills, California 90210 (tile "Building"), commonly known as Suites R-01
and R-01A (the "Premises");

      B. The Term of said Lease expires  November 30, 1999,  which Term Landlord
and Tenant wish to hereby extend;

      C. Landlord and Tenant,  for their mutual benefit,  wish to revise certain
other covenants and provisions of this Lease.

NOW,  THEREFORE,  IN  CONSIDERATION  of the covenants and  provisions  contained
herein,  and other good and valuable  consideration,  the  sufficiency  of which
Landlord and Tenant hereby acknowledge, Landlord and Tenant agree:

1.    CONFIRMATION  OF  DEFINED  TERMS.   Unless  modified  herein,   all  terms
      previously  defined  and  capitalized  in the  Lease  shall  hold the same
      meaning for the purposes of this Third Addendum.

2.    EXTENSION  OF TERM.  The Term is  hereby  extended  five  (5)  years  (the
      "Extended  Term"),  from and  including  December  1,  1999,  through  and
      including November 30, 2004 (the "Termination Date").

3.    REVISION  IN  MONTHLY  BASE RENT.  Tenant  acknowledges  and agrees  that,
      commencing  December 1, 1999,  and continuing  through  November 30, 2000,
      Tenant shall pay the Monthly Base Rent of $23,309.65 per month.

            Commencing  December 1, 2000,  and continuing  through  November 30,
      2001,  the  Monthly  Base Rent  payable  by  Tenant  shall  increase  from
      $23,309.65 per month to $24,008.94 per month;

            Commencing  December 1, 2001,  and continuing  through  November 30,
      2002,  the  Monthly  Base Rent  payable  by  Tenant  shall  increase  from
      $24,008.94 per month to $24,729.21 per month;

            Commencing  December 1, 2002,  and continuing  through  November 30,
      2003,  the  Monthly  Base Rent  payable  by  Tenant  shall  increase  from
      $24,729.21 per month to $25,471.08 per month; and

            Commencing December 1, 2003, and continuing throughout the remainder
      of the  Extended  Term,  the  Monthly  Base Rent  payable by Tenant  shall
      increase from $25,471.08 per month to $26,235.22 per month.

4.    REVISION OF BASE YEAR. Effective as of December 1, 1999, the Base Year for
      Tenant's  payment  of  increases  in (i)  Operating  Costs (as  defined in
      Section  3.A.(ii) of the Lease) for the retail space  Operating Cost pool,
      and (ii)  Taxes (as  defined  in  Section  3.A.(i)  of the  Lease) for the
      Project,  shall be changed to calendar  year 2000.  With  respect  only to
      Operating  Costs,  the amounts  payable by Tenant  under  Section 3 of the
      Lease for each calendar year  commencing with calendar year 2002 shall not
      exceed  by more  than ten  percent  (10%) the  amounts  payable  by Tenant
      thereunder  for the  immediately  preceding  calendar  year,  exclusive of
      increases in insurance premiums.

5.    ACCEPTANCE OF PREMISES AND COMPLETION OF IMPROVEMENTS. Tenant acknowledges
      that it has been in  possession  of the  Premises for over five (5) years;
      has failed to make any claim  against  Landlord  for the repair of latent
      defects in the Premises;  and has made its own inspection of and inquiries
      regarding  the Premises,  which are already  improved.  Therefore,  Tenant
      accepts  the  Premises  in  their  "as-is"   condition.   Tenant  further
      acknowledges that Landlord has made no representation or warranty, express
      or  implied,  except as are  contained  in this  Lease  and its  Exhibits,
      regarding the  condition,  suitability or usability of the Premises or the
      Building for the purposes intended by Tenant.

6.    LETTER OF CREDIT.  Concurrently  with  Tenant's  execution and delivery of
      this Third Addendum,  Tenant shall deliver to Landlord,  as collateral for
      the full and  faithful  performance  by Tenant  of all of its  obligations
      under the Lease and for all losses and  damages  Landlord  may suffer as a
      result of any  default by Tenant  under this  Lease,  an  irrevocable  and
      unconditional negotiable letter of credit (the "LETTER OF CREDIT"), in the
      form and containing the terms  required  herein,  payable in the County of
      Los Angeles, California, running in favor of Landlord, issued by a solvent
      bank under the supervision of the  Superintendent of Banks of the State of
      California,  or a  National  Banking  Association,  in the amount of Sixty
      Thousand Dollars ($60,000.00) ("LC AMOUNT"). The Letter of Credit shall be
      (i) at sight and irrevocable, (ii) subject to the terms of this Section 6,
      maintained in effect, whether through  replacement,  renewal or extension,
      for the entire period from the date of execution of this Third Addendum to
      Lease  through the  scheduled  expiration  of the  Extended  Term  ("LEASE
      EXPIRATION  DATE")  and  Tenant  shall  deliver a new  Letter of Credit or
      certificate of renewal or extension to Landlord at least fifteen (Ii) days
      prior to the  expiration  of the  Letter of  Credit,  without  any  action
      whatsoever on the part of Landlord,  (iii) subject to the Uniform  Customs
      and

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                   THIRD ADDENDUM TO OFFICE LEASE (CONTINUED)

      Practices for  Documentary  Credits  (1993-Rev)  International  Chamber of
      Commerce  Publication  #500,  and (iv) fully  assignable  by  Landlord  in
      connection with a transfer of Landlord's interest in this Lease and permit
      partial  draws.  In addition to the  foregoing,  the form and terms of the
      Letter of Credit (and the bank  issuing the same) shall be  acceptable  to
      Landlord, in Landlord's reasonable  discretion,  and shall provide,  among
      other things,  in effect that: (A) Landlord,  or its then managing  agent,
      shall  have the right to draw down an amount up to the face  amount of the
      Letter of Credit upon the  presentation  to the issuing bank of Landlord's
      (or Landlord's then managing  agent's) written  statement that such amount
      is due to Landlord under the terms and conditions of this Lease,  it being
      understood  that if  Landlord  or its  managing  agent  be a  corporation,
      partnership  or other entity,  then such  statement  shall be signed by an
      officer (if a corporation),  a general partner (if a partnership),  or any
      authorized  party (if  another  entity);  (B) the Letter of Credit will be
      honored by the issuing bank without inquiry as to the accuracy thereof and
      regardless of whether the Tenant  disputes the content of such  statement;
      and (C) in the event of a transfer of Landlord's interest in the Building,
      Landlord  shall  transfer  the Letter of  Credit,  in whole or in part (or
      cause a substitute letter of credit to be delivered, as applicable) to the
      transferee and thereupon the Landlord shall, without any further agreement
      between the parties,  be released by Tenant from all  liability  therefor,
      and it is agreed that the provisions  hereof shall apply to every transfer
      or  assignment  of the whole or any  portion of said Letter of Credit to a
      new landlord.

            If, as a result of any  application or use by Landlord of all or any
      part of the  Letter of Credit  (or any "Cash  Collateral"  as that term is
      defined  below),  the amount of the  Letter of Credit and Cash  Collateral
      shall  collectively be less than the LC Amount,  Tenant shall,  within ten
      (10) days  thereafter,  provide  Landlord  with either (i) cash (the "CASH
      COLLATERAL")  to be held and applied by Landlord as collateral in the same
      manner as if Landlord held such amount as part of the Letter of Credit, or
      (ii)  additional  letter(s) of credit in an amount equal to the deficiency
      (or a  replacement  letter of credit in the total amount of the LC Amount)
      and any such  additional  (or  replacement)  letter of credit shall comply
      with all of the  provisions  of this  Section  6, and if  Tenant  fails to
      comply with the foregoing,  the same shall constitute an uncurable default
      by Tenant.  Tenant  further  covenants  and warrants  that it will neither
      assign nor encumber the Letter of Credit or Cash  Collateral,  as the case
      may be, or any part thereof and that neither  Landlord nor its  successors
      or assigns will be bound by any such  assignment,  encumbrance,  attempted
      assignment or attempted  encumbrance.  Without  limiting the generality of
      the  foregoing,  if the Letter of Credit  expires  earlier  than the Lease
      Expiration Date, Landlord will accept Cash Collateral, a renewal letter of
      credit or substitute  letter of credit (such renewal or substitute  letter
      of credit or Cash Collateral to be in effect and delivered to Landlord, as
      applicable,  not later than fifteen (15) days prior to the  expiration  of
      the Letter of Credit), which with respect to any letter of credit shall be
      irrevocable  and  automatically  renewable as above  provided  through the
      Lease Expiration Date upon the same terms as the expiring Letter of Credit
      or such other terms as may be  acceptable  to  Landlord in its  reasonable
      discretion.  However,  if Cash  Collateral is not timely  delivered or the
      Letter of Credit is not timely renewed or a substitute letter of credit is
      not timely  received,  or if Tenant fails to maintain the Letter of Credit
      and/or the Cash  Collateral in the amount and in accordance with the terms
      set forth in this Section 6, Landlord  shall have the right to present the
      Letter  of  Credit  to the Bank in a  accordance  with  the  terms of this
      Section 6, and the entire sum evidenced  thereby shall be paid to and held
      by  Landlord  as  Cash  Collateral  for  performance  of all  of  Tenant's
      obligations  under the Lease and for all losses and damages  Landlord  may
      suffer as a result of any default by Tenant under this Lease.

            If there  shall  occur a  default  under  the  Lease as set forth in
      Section 20 of the Lease,  Landlord  may, but without  obligation to do so,
      draw upon the Letter of Credit and/or utilize the Cash Collateral, in part
      or in whole,  to cure any default of Tenant and/or to compensate  Landlord
      for any and all  damages of any kind or nature  sustained  or which may be
      sustained by Landlord  resulting from Tenant's default.  Tenant agrees not
      to  interfere  in any way with  payment to Landlord of the proceeds of the
      Letter of Credit, either prior to or following a "draw" by Landlord of any
      portion of the Letter of Credit,  regardless of whether any dispute exists
      between Tenant and Landlord as to Landlord's right to draw from the Letter
      of Credit. No condition or term of the Lease shall be deemed to render the
      Letter of Credit conditional to justify the issuer of the Letter of Credit
      in  failing  to honor a  drawing  upon  such  Letter of Credit in a timely
      manner.

            Landlord  and  Tenant  acknowledge  and  agree  that in no  event or
      circumstance  shall  the  Letter  of  Credit  or any  renewal  thereof  or
      substitute therefor or Cash Collateral be (i) deemed to be or treated as a
      "security  deposit"  within the meaning of  California  Civil Code Section
      1950.7,  (ii)  subject  to the  terms  of such  Section  1950.7,  or (iii)
      intended  to serve as a  "security  deposit"  within  the  meaning of such
      Section  1950.7.  The parties  hereto (A) recite that the Letter of Credit
      and/or Cash Collateral,  as the case may be, is not intended to serve as a
      security deposit and such Section 1950.7 and any and all other laws, rules
      and regulations  applicable to security deposits in the commercial context
      ("SECURITY DEPOSIT LAWS") shall have no applicability or relevancy thereto
      and (B) waive any and all rights,  duties and obligations either party may
      now or, in the future,  will have relating to or arising from the Security
      Deposit Laws.

7.    WARRANTY OF AUTHORITY.  If Landlord or Tenant signs as a corporation  or a
      partnership,  each of the persons  executing this Third Addendum on behalf
      of Landlord of tenant hereby  covenants and warrants that the  corporation
      executing  hereinbelow is a duly  authorized  and existing  entity that is
      qualified  to do business in  California;  that the  person(s)  signing on
      behalf of either Landlord or Tenant have full right and authority to enter
      into this Third Addendum; and that each and every person signing on behalf
      of either Landlord or Tenant are authorized in writing to do so.


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            If either signatory hereto is a corporation, the person(s) executing
      on behalf of said entity  shall affix the  appropriate  corporate  seal to
      each area in the document where request  therefor is noted,  and the other
      party  shall be  entitled  to  conclusively  presume  that by doing so the
      entity for which said  corporate seal has been affixed is attesting to and
      ratifying this Third Addendum.

8.    BROKER  REPRESENTATION.  Landlord and Tenant represent to one another that
      it has dealt  with no broker in  connection  with this  Lease  other  than
      DOUGLAS,  EMMETT & COMPANY.  Landlord  and Tenant  shall hold one  another
      harmless from and against any and all liability,  loss,  damage,  expense,
      claim, action,  demand, suit or obligation arising out of or relating to a
      breach by the indemnifying party of such  representation.  Landlord agrees
      to pay all commissions due to the brokers listed above created by Tenant's
      execution of this Amendment.

9.    SUCCESSORS AND HEIRS. The provisions of this Third Addendum shall inure to
      the benefit of Landlord's  and Tenant's  respective  successors,  assigns,
      heirs and all persons claiming by, through or under them.

10.   CONFIDENTIALITY.   Landlord  and  Tenant  agree  that  the  covenants  and
      provisions  of this Third  Addendum  shall not be  divulged  to anyone not
      directly involved in the management,  administration,  ownership,  lending
      against,   or  subleasing  of  the,  other  than  Tenant's  or  Landlord's
      counsel-of-record or leasing or sub-leasing broker of record.

11.   SUBMISSION  OF  DOCUMENT.  No expanded  contractual  or other rights shall
      exist  between  Landlord and Tenant with  respect to the, as  contemplated
      under this Third  Addendum,  until both  Landlord and Tenant have executed
      and delivered this Third Addendum, whether or not any additional rental or
      security deposits have been received by Landlord, and notwithstanding that
      Landlord  has  delivered  to  Tenant  an  unexecuted  copy of  this  Third
      Addendum.

            The  submission  of this  Third  Addendum  to  Tenant  shall  be for
      examination  purposes  only,  and  does not and  shall  not  constitute  a
      reservation of or an option for the Tenant to lease,  or otherwise  create
      any  interest  by Tenant in, any  portion of the  Building  other than the
      Premises.  Execution  of this Third  Addendum  by Tenant and its return to
      Landlord  shall not be binding  upon  Landlord,  notwithstanding  any time
      interval,  until  Landlord has in fact executed and  delivered  this Third
      Addendum to Tenant.

12.   DISCLOSURE.  Landlord and Tenant  acknowledge  that principals of Landlord
      have a  financial  interest in Douglas  Emmett  Realty  Advisors,  Douglas
      Emmett & Company, and P.L.E. Builders.

13.   GOVERNING  LAW. The provisions of this Third Addendum shall be governed by
      the laws of the State of California.

14.   REAFFIRMATION.  Landlord and Tenant  acknowledge and agree that the Lease,
      as  amended  herein,  constitutes  the  entire  agreement  by and  between
      Landlord and Tenant,  and supersedes any and all other agreements  written
      or oral  between  the  parties  hereto.  Furthermore,  except as  modified
      herein,  all other  covenants  and  provisions  of the Lease shall  remain
      unmodified and in full force and effect.

IN WITNESS  WHEREOF,  Landlord and Tenant have duly executed this document as of
the day and year written below.

LANDLORD:                                     TENANT:

DOUGLAS EMMETT JOINT VENTURE,                 GRAND HAVANA ENTERPRISES, INC.,
a California general partnership              a Delaware corporation

By: DOUGLAS, EMMETT & COMPANY,
    its agent                                 By: /s/ Stanley Shuster
                                                  ------------------------------
                                              Signer's Name: Stanley Shuster
By: /s/ Kenneth Panzer                                       -------------------
    ----------------------                    |X| President
    Kenneth Panzer                            |_| Vice President or
                                              |_| Chief Executive Officer
Dated: 10/21/99
      -------------------                            (Check Title Above)
                                                             AND


                                             By:
                                                --------------------------------
                                             Signer's Name:
                                                           ---------------------
                                             |_|  Secretary   |_|  Treasurer or
                                             |_|  Chief Financial Officer

                                                     (Check Title Above)


                                                  AFFIX CORPORATE SEAL HERE


                                              Dated:
                                                    ----------------------------


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