EXHIBIT 10.3

                             FIRST ADDENDUM TO LEASE

      This First  Addendum to Lease is made on October 10, 1994 between  DOUGLAS
EMMETT JOINT VENTURE, a California general  partnership as successor in interest
to PINKWOOD PROPERTIES CORP., a New York corporation ("Landlord"), whose address
is 11990 San Vicente  Boulevard,  Suite 200, Los Angeles,  CA 90049,  and UNITED
RESTAURANTS, INC., a Delaware corporation ("Tenant"), whose address is c/o Harry
Shuster, 1430 Lona Vista Drive, Beverly Hills, CA 90210, who agree as follows:

            A. Landlord and Tenant have entered into that certain Lease dated as
of July 1, 1994 (the  "Lease"),  covering  certain space commonly known as Suite
R-01 in the Building  located at 301 North Canon Drive,  City of Beverly  Hills,
California, as more particularly described in the Lease.

            B. All terms  defined in the Lease shall have the same  meaning when
used in this First Addendum to Lease.

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

      1.  EXPANSION  OF  PREMISES.  Landlord  and Tenant  have  agreed  that the
Premises  shall be  expanded  to include  the area  shown  hatched in black (the
"Expansion Space") on the attached Exhibit A to First Addendum - Suite Plan (the
entire Premises, including the Expansion Space, shall be hereinafter referred to
as the  "Expanded  Premises") on December 5, 1994 (the  "Expansion  Commencement
Date"). Landlord and Tenant have further agreed to modify or amend certain terms
of this  Lease with  respect  to such  expansion.  (See  Paragraphs  2 through 8
below.) Except as otherwise  expressly set forth herein, all of the terms of the
Lease shall be applicable to the Expansion Space.

      2.  EXPANSION:  AREA.  The Expansion  Space is deemed to be  approximately
2,656 useable square feet and approximately 3,054 rentable square feet. Landlord
and Tenant  acknowledge  and agree that the actual  Useable and Rentable Area of
the Expansion  Space may be somewhat  more or less than the figures  calculated,
and that variations in the methods of these  calculations exist in the industry.
Landlord and Tenant agree,  however, that for all purposes of the Lease and this
Addendum,  the figures  stated  herein are deemed to be the Useable and Rentable
Area of the Expansion,  as the case may be. It is acknowledged that for purposes
of this First Addendum that Rentable Area for the Expansion  Space is calculated
as 1.15 times  estimated  multi-tenant  useable area,  regardless of what actual
common  areas  of a floor  and/or  of the  Building  may be.  The  basis of this
calculation of 1.15 times  estimated  useable area is to provide a general basis
for  comparison  and pricing of this space in  relation  to other  spaces in the
market area.

      3. EXPANSION:  MONTHLY BASE RENT. Effective on the Expansion  Commencement
Date,  the Monthly Base Rent shall be adjusted to include the  Expansion  Space.
The Monthly  Base Rent  payable  pursuant to the Lease shall be increased by the
amount of $5,344.50 per month for the Expansion Space.

      4. OPERATING  COSTS AND TAXES.  With respect to the Expansion  Space only,
commencing as of January 1, 1996,  Tenant shall pay in accordance with Section 3
of the Lease:  (a) 7.73% of the increases in Operating Costs (defined in Section
3.A.(ii)  of the  Lease)  for the  retail  space  Operating  Cost  pool over the
Operating  Costs for the calendar year 1995 (the  "Expansion  Space Base Year"),
and (b) 3.15% of  increases in Taxes  (defined in Section  3.A.(i) of the Lease)
for the  Project  over the Taxes for the Project  for the  Expansion  Space Base
Year.
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      5. CONDITION OF PREMISES.  Tenant shall  thoroughly  inspect the Expansion
Space prior to the  Expansion  Commencement  Date.  Tenant  agrees that Tenant's
acceptance of the Expansion  Space  evidenced by Tenant's entry into  possession
thereof shall constitute Tenant's unqualified acceptance of the Expansion Space,
without  representation  or warranty,  express or implied,  in its  then-current
"AS-IS"  condition.  The terms and  conditions set forth in Section 27.O. of the
Lease shall apply to the Expansion Space.

      6.  PARKING.  Tenant  shall be entitled to up to an  additional  eight (8)
unreserved  parking  spaces in the Building's  parking  structure at the monthly
rates charged by Landlord or Landlord's  parking operator for such parking which
rates may be subject to change from time to time.

      7. SECURITY DEPOSIT. In addition to the Security  Deposit/Letter of Credit
required  under the Lease,  Tenant  shall at all times  maintain on deposit with
Landlord  cash in the amount of  $5,344.50 as security for the full and faithful
observance and  performance of all of the covenants and agreements of this Lease
to be observed or performed by Tenant (expressly including,  without limitation,
the payment as and when due of the Monthly Base Rent, Operating Costs and Taxes,
and any other sums or damages  payable by Tenant  hereunder)  and the payment of
any and all other  damages for which Tenant shall be liable by reason of any act
or omission  contrary to any of said  covenants  or  agreements.  If at any time
Tenant  shall be in  default  in the  payment  of any such  Monthly  Base  Rent,
Operating  Costs and Taxes,  and/or any other sums or damages or shall otherwise
be in  default in the  observance  or  performance  of any of the  covenants  or
agreements  of this  Lease to be  observed  or  performed  by Tenant  beyond any
applicable  notice and cure period,  then, at Landlord's  election,  the cash on
deposit  with it as  aforesaid  may be applied by Landlord to the payment of the
Monthly  Base  Rent,  Operating  Costs and  Taxes,  and other sums or damages in
respect  of which  Tenant is so in default  and/or,  if Tenant is  otherwise  in
default in the  observing or  performing as aforesaid of any of the covenants or
agreements of this Lease beyond any applicable notice and cure period, said cash
on deposit may be applied by Landlord to the payment of such costs and  expenses
as Landlord  shall incur in curing any such default.  If as a result of any such
application  of any such cash,  the amount of cash so on deposit  with  Landlord
shall at any time be less than that hereinabove  specified,  Tenant shall within
ten (10) days after demand therefor deposit with Landlord  additional cash in an
amount equal to the deficiency and Tenant's failure to do so shall, if not cured
within three (3)  business  days after  notice to Tenant of such  failure,  be a
material breach of this Lease.  If, at the expiration of the term of this Lease,
and any extensions thereto,  all of such Monthly Base Rent,  Operating Costs and
Taxes,  or other  sums or  damages,  costs or  expenses  shall have been paid by
Tenant to  Landlord  and Tenant  shall not be in default  in the  observance  or
performance  of any other  covenant or  agreement of this Lease,  then  Landlord
shall return to Tenant,  without interest, all or such part of the cash, if any,
then on deposit with Landlord  pursuant to this Paragraph 7. Landlord shall have
the right to commingle such cash with its general assets and,  unless  otherwise
required by law, Landlord shall not be obligated to pay Tenant interest thereon.

      8.  EARLY  OCCUPANCY.  Upon  the  execution  and  delivery  of this  First
Addendum, Tenant may enter the Expansion Space for the purpose of installing its
tenant improvements and furniture, fixtures and equipment therein.

      9. (a) USE. In addition to the uses permitted under the Lease,  Tenant may
use the Expansion Space for any other legally  permitted use which is in keeping
with the reputation  for the Project as a first-class  office and retail complex
in the central business district of Beverly Hills, California.  Without limiting
the generality of the foregoing,  Tenant may,  subject to obtaining all required
governmental  approvals and consents (if required),  use the Expansion Space for
parties and social  events,  both public and private,  receptions  of all kinds,
meetings and banquets, both public and private, and the establishment of private
or public clubs.  Tenant may provide  restaurant  and food service to any or all
such activities and events.  Notwithstanding  anything to the contrary contained
in the  Lease,  Tenant may rent out the  Expansion  Space to  caterers  or other
operators for any such receptions,  parties or events.  However, it is expressly
understood that such uses do not include any public use such as a night club, or
dance club, nor for any other public use that would unreasonably  interfere with
the operation of a retail/office complex.


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            (b) HOURS OF OPERATION.  Tenant shall not be required to be open for
business and  continuously  operate in the Expansion  Space during the mandatory
minimum  hours of  operation  set forth in Section  9.B.  of the Lease.  Rather,
Tenant may,  subject only to any  applicable  laws,  operate its business in the
Expansion  Space at any time and shall not be obligated to any minimum  hours of
operation in the Expansion Space.

      10.  REAFFIRMATION.  Except as herein  modified  or  amended,  the parties
hereto ratify and affirm all of the remaining  obligations  of the parties under
the Lease.

      IN WITNESS WHEREOF,  Landlord and Tenant have executed this First Addendum
to Lease as of the date first above written.

Landlord:                                          Tenant:

DOUGLAS EMMETT JOINT VENTURE,                      UNITED RESTAURANTS, INC.,
a California general partnership                   a Delaware corporation

By: DOUGLAS, EMMETT & COMPANY,
    its agent                                      By: /s/ Harry Shuster
                                                       -------------------------
                                                       Its: President
By: /s/ Kenneth M. Panzer
    ----------------------
    Kenneth M. Panzer                              By:
                                                       -------------------------
                                                       Its:
Dated: 10/24/94
       -------------------                         Dated:
                                                          ----------------------


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                    Exhibit A to First Addendum - Suite Plan

                          [FLOOR PLAN GRAPHIC OMITTED]

                                   2nd Floor
                          Suite R-01 - Expansion Space

Rentable Area of Expansion Space: 3,054 approximate square feet
Useable Area of Expansion Space:  2,656 approximate square feet