Exhibit 10.1

            SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

     This  Second  Amendment  to Amended  and  Restated  Credit  Agreement  (the
"Amendment")  is made as of January 30,  2008,  between  Bank of America,  N. A.
("Bank") and California Pizza Kitchen,  Inc., a Delaware corporation,  successor
by  merger  to  California  Pizza  Kitchen,   Inc.,  a  California   corporation
("Borrower").

                                    RECITALS

         A. Borrower and Bank entered into that certain Amended and Restated
Credit Agreement dated as of June 30, 2004, as previously amended (the
"Agreement").

         B. Borrower and Bank desire to amend certain terms and provisions of
the Agreement as herein provided.

                                    AGREEMENT

        1. Definitions. Capitalized terms used but not defined in this Amendment
shall have the meaning given to them in the Agreement.

        2. Amendments. The Agreement is hereby amended as follows:

                2.1     The  definition  of  "Commitment"  set  forth  in
Section  1.01 of the Agreement is amended to read as follows:

                        "Commitment" means $100,000,000, as such amount may be
reduced from time to time, in accordance with this Agreement.

                2.2      Exhibit C to the Agreement is deleted in its entirety
and replaced by a new Exhibit C in the form attached hereto.

     3. Representations and Warranties.  Borrower hereby represents and warrants
to Bank that: (i) no Event of Default and no event which with notice or lapse of
time or both would become an Event of Default has occurred and is continuing and
has not been  previously  waived,  (ii) the  representations  and  warranties of
Borrower set forth in the  Agreement are true on and as of the date hereof as if
made on and as of said date, except to the extent that such  representations and
warranties  specifically  refer  to  an  earlier  date,  (iii)  the  making  and
performance  by  Borrower of this  Amendment  have been duly  authorized  by all
necessary  action,  and (iv) no  consent,  approval,  authorization,  permit  or
license  is  required  in  connection  with the  making  or  performance  of the
Agreement as amended hereby.

     4. Conditions.  This Amendment will be effective when the Bank receives the
following items, in form and content acceptable to the Bank.

        4.1      This Amendment duly executed by all parties hereto.

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        4.2      A certified resolution and incumbency certificate of the
Borrower, if required by the Bank.

        4.3      A note executed by the Borrower.

        4.4      A Consent and Reaffirmation of Guaranty duly signed by CPK
Management Company.

        4.5 Payment of all out-of-pocket expenses, including attorneys' fees,
incurred by the Bank in connection with the preparation of this Amendment.

     5. Effect of Amendment. Except as provided in this Amendment, the Agreement
shall remain in full force and effect and shall be performed by the parties
hereto according to its terms and provisions.


         IN WITNESS WHEREOF, this Amendment has been executed by the parties
hereto as of the date first above written.


                                            BANK OF AMERICA, N.A.


                                            /s/ Matthew Koenig
                                            ------------------

                                            Matthew Koenig
                                            Senior Vice President




                                            CALIFORNIA PIZZA KITCHEN, INC.


                                            By:    /s/ Susan M. Collyns
                                               ------------------------
                                            Name:  Susan M. Collyns
                                                 ------------------
                                            Title:Chief Financial Officer
                                                  -----------------------

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                                   EXHIBIT "C"
$100,000,000                                                    January 30, 2008
                                                         Los Angeles, California

     FOR VALUE RECEIVED,  the undersigned (the  "Borrower"),  hereby promises to
pay to the order of Bank of America,  N.A. (the "Lender"),  on the Maturity Date
(as defined in the Credit  Agreement  referred to below) the principal amount of
One Hundred Million Dollars  ($100,000,000),  or such lesser principal amount of
Loans (as defined in the Credit Agreement referred to below) payable by Borrower
to Lender on such Maturity Date under that certain  Amended and Restated  Credit
Agreement  dated as of June 30,  2004,  as  amended,  between  California  Pizza
Kitchen,  Inc., a Delaware corporation,  successor by merger to California Pizza
Kitchen,  Inc., a California  corporation  ("Borrower")  and Lender (as amended,
restated,  extended,  supplemented or otherwise modified in writing from time to
time,  the "Credit  Agreement;"  the terms defined  therein being used herein as
therein  defined).

     Borrower  promises to pay interest on the unpaid  principal  amount of each
Loan from the date of such Loan until such principal  amount is paid in full, at
such  interest  rates,  and payable at such times as are specified in the Credit
Agreement.

     All  payments of principal  and interest  shall be made to Lender in United
States dollars in immediately available funds at its Lending Office.

     If any amount is not paid in full when due  hereunder,  such unpaid  amount
shall bear interest, to be paid upon demand, from the due date thereof until the
date of actual  payment (and before as well as after  judgment)  computed at the
per annum rate set forth in the Credit Agreement.

     This Note is the "Note" referred to in the Credit  Agreement.  Reference is
hereby made to the Credit  Agreement for rights and  obligations  of payment and
prepayment, events of default and the right of Lender to accelerate the maturity
hereof  upon the  occurrence  of such  events.  Loans  made by  Lender  shall be
evidenced by one or more loan  accounts or records  maintained  by Lender in the
ordinary course of business.  Lender may also attach  schedules to this Note and
endorse  thereon the date,  amount and maturity of its Loans and  payments  with
respect  thereto.  This  Note  is  nonnegotiable.

     Borrower, for itself, its successors and assigns,  hereby waives diligence,
presentment,  protest and demand and notice of  protest,  demand,  dishonor  and
non-payment of this Note.


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     Borrower  agrees to pay all collection  expenses,  court costs and Attorney
Costs (whether or not  litigation is commenced)  which may be incurred by Lender
in connection with the collection or enforcement of this Note.

     THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF CALIFORNIA.

                                               CALIFORNIA PIZZA KITCHEN, INC.

                                               By:  /s/ Susan M. Collyns
                                                  ----------------------
                                               Name:  Susan M. Collyns
                                                    ------------------
                                               Title: Chief Financial Officer
                                                     ------------------------