EXHIBIT 10.171

                           WARRANT PURCHASE AGREEMENT



         THIS WARRANT PURCHASE AGREEMENT (the "Agreement") is made this 22nd day
of August 1997, by and between Nona  Morelli's II Inc., a corporation  organized
under the laws of Colorado ("Nona") and Joseph Monterosso, an individual with an
office in San Francisco, California ("Monterosso").

         WHEREAS,  on  January  13,  1994,  E.N.  Phillips  Company,  a Delaware
corporation,  now known as Group V  Corporation  ("Group V"),  entered into that
certain Stock  Purchase  Agreement  with Nona pursuant to which Nona was granted
New Series D Warrants to Purchase Common Stock ("Warrants")  giving it the right
to purchase up to  12,000,000  shares of common  stock of Group V, as more fully
described in the Warrant  Agreement  annexed hereto as Exhibit "A" (the "Warrant
Agreement"); and,

         WHEREAS,  Monterosso  wishes to acquire Nona's rights under the Warrant
Agreement.

         IN CONSIDERATION of the mutual promises  contained herein, the benefits
to be derived by each party hereunder and other good and valuable consideration,
the receipt and sufficiency of which are hereby expressly acknowledged, Nona and
Monterosso agree as follows:

1.       Purchase and Sale

         On the basis of the  representations  and warranties  herein contained,
         subject  to the terms and  conditions  set  forth  herein,  and for the
         Purchase Price (as defined herein),  Nona agrees to sell its rights and
         interest in the Warrant  Agreement,  and Monterosso  agrees to purchase
         the Warrant Agreement.

2.       Purchase Price

         The Purchase Price for the Warrant Agreement shall be One Million Eight
         Hundred   Thousand  Dollars   ($1,800,000)   consisting  of  a  Secured
         Promissory Note issued by Monterosso, a copy of which is annexed hereto
         as Exhibit "B" (the "Note"),  to be issued in one or more series at the
         election of Nona. The Note is to be secured by the Warrants pursuant to
         the Security  Agreement,  a copy of which is attached hereto as Exhibit
         "C" ("Security Agreement").

3.       Effective Date and Closing

         The closing of the purchase  and sale  contemplated  by this  Agreement
         (the  "Closing")  shall  occur  upon such date  that the  parties  have
         satisfied their respective  obligations and covenants contained herein,
         but shall not be later than August 15, 1997. At the Closing, Monterosso
         shall  deliver  the Note to Nona  and Nona  shall  assign  the  Warrant
         Agreement subject to Nona's rights to retain its rights to the Warrants
         pursuant  to  its   security   interest   in  the  Warrant   Agreement.
         Notwithstanding the date of Closing, the Effective Date shall be August
         8, 1997.

                                                         5

<PAGE>

4.       Representations and Warranties of Nona

         Nona hereby represents and warrants to Monterosso that:

          A.   Organization.  Nona is a corporation validly existing and in good
               standing under the laws of Colorado, with the power and authority
               to carry on its business as now being  conducted.  The  execution
               and  delivery  of  this  Agreement  and the  consummation  of the
               transaction  contemplated in this Agreement have been, or will be
               prior to Closing,  duly  authorized  by all  requisite  corporate
               action on the part of Nona. This Agreement has been duly executed
               and delivered by Nona and constitutes a binding,  and enforceable
               obligation of Nona.

          B.   Third Party Consent No authorization, consent, or approval of, or
               registration  or filing with, any  governmental  authority or any
               other  person  is  required  to be  obtained  or  made by Nona in
               connection with the execution,  delivery,  or performance of this
               Agreement,  or if required, Nona has or will obtain same prior to
               Closing.

          C.   Litigation. Nona is not a defendant or a plaintiff against whom a
               counterclaim  has  been  made or  reduced  to  judgement,  in any
               litigation  or  proceedings  before  any  local,  state  or  U.S.
               government,  or any  department,  board,  body or agency thereof,
               which could result in a claim against the Warrants; and,

          D.   Status of Warrant Agreement. The Warrant Agreement is a valid and
               binding  derivative  security  issued  by GRPV  and  Nona has not
               created any option,  security  interest or encumbrance  involving
               the Warrant Agreement or the underlying  Warrants that would give
               rise to any claims by third parties or otherwise conflict with or
               preclude the sale as contemplated herein.

          E.   Authority. This Agreement has been duly executed by Nona, and the
               execution and performance of this Agreement will not violate,  or
               result in a breach of, or constitute a default in any  agreement,
               instrument,  judgement,  order or decree to which Nona is a party
               or to which Nona is subject; and,

5.       Conditions Precedent to Obligations of Nona and Monterosso

         All  obligations  of Nona  under  this  Agreement  are  subject  to the
         fulfillment,  prior  to or as of  the  Closing  Date,  of  each  of the
         following conditions:

          A.   Issuance  of  Note.   Monterosso  shall  have  taken  all  action
               necessary to issue and shall have  executed the Note and Security
               Agreement and delivered same to Nona pursuant to this Agreement.

          B.   Assignment of Warrant Agreement. Nona shall have taken all action
               necessary  to  assign  the  Warrant  Agreement,  subject  to  the
               Security Agreement, to Monterosso.

          C.   Acceptance of Documents.  All instruments and documents delivered
               to Nona  pursuant to the  provisions of this  Agreement  shall be
               satisfactory to Nona and its legal counsel.

                                                         6

<PAGE>

6.       Availability of Information

         Nona and Monterosso each represent that, by virtue of their  respective
         business  activities and economic  bargaining power or otherwise,  they
         have been able to conduct  their own due  diligence and have had access
         to or have  been  furnished  with,  prior to or  concurrently  with the
         execution hereof, the information which they consider to be adequate to
         make a decision to exchange the Warrant Agreement for the Note.

7.       Private Transaction

          A.   Private  Offering.   Monterosso   understands  that  the  Warrant
               Agreement and the  underlying  Warrants are being  transferred to
               him in  reliance  on specific  exemptions  from the  registration
               requirements  of the United States  federal and state  securities
               rules and  regulations,  and that Nona is relying  upon the truth
               and  accuracy  of the  representations,  warranties,  agreements,
               acknowledgments and understandings of Monterosso set forth herein
               in order to determine  the  applicability  of such  exemptions to
               this transaction.

          B.   No Registration;  No Public Market. The Warrant Agreement and the
               underlying  Warrants  have not been  registered  under the United
               States  Securities  Act of 1933,  as  amended  (the  "Act"),  nor
               qualified under  applicable  state  securities  laws. There is no
               present  public  market for the  Warrants.  The  Warrants and the
               common  stock into which the  Warrants  may be  converted  may be
               acquired  for  investment  purposes  only  and not with a view to
               distribution or resale, and may not be sold, mortgaged,  pledged,
               hypothecated  or otherwise  transferred  or offered to be so sold
               without an effective registration statement under the Act and the
               regulations promulgated pursuant thereto.

          C.   Purchase for Own Account. Monterosso is not an underwriter of, or
               dealer in, the Warrants and  Monterosso  is not acting as such or
               participating,  pursuant  to  a  contractual  agreement,  in  the
               distribution of the Warrants.

          D.   Investment Risk.  Because of Monterosso's  financial position and
               other factors,  the exchange  contemplated  by this Agreement may
               involve a high degree of financial risk,  including the risk that
               Monterosso may lose his entire investment.

          E.   Access to  Information.  Monterosso  and his  advisors  have been
               afforded the  opportunity to discuss the  transaction  with legal
               and  accounting  professionals  and, as the President and Control
               Person of GRPV, to examine and evaluate the  financial  condition
               of GRPV.

8.       Termination

         This  Agreement  may be  terminated  at  anytime  prior  to the date of
         Closing by either party if (a) there shall be any actual or  threatened
         action or proceeding  by or before any court or any other  governmental
         body  which  shall  seek  to  restrain,  prohibit,  or  invalidate  the
         transaction  contemplated by this Agreement, and which, in the judgment
         of such party giving  notice to terminate  and based upon the advice of
         legal  counsel,  makes  it  inadvisable to proceed with the transaction
         contemplated by this Agreement,  or (b) if the transaction contemplated
         herein has not closed by August 15, 1997.

                                                         7

<PAGE>

9.       Miscellaneous

          A.   Authority.  Monterosso  and the officers of Nona  executing  this
               Agreement  are duly  authorized to do so and each party has taken
               all action  required by law or  otherwise to properly and legally
               execute this Agreement.

          B.   Notices.  Any notice under this Agreement shall be deemed to have
               been sufficiently  given if sent by registered or certified mail,
               postage prepaid, addressed as follows:

                  To Monterosso:   Joseph J. Monterosso
                                   550 15th Street, 3rd Floor
                                   San Francisco, California 94103
                                   Telephone: (415) 575-0222
                                   Facsimile: (415) 861-4177

                  To Nona:         Nona Morelli's II Inc.
                                   2 Park Plaza, Suite 470
                                   Irvine, California 92614
                                   Telephone: (714) 833-5381
                                   Facsimile: (714) 833-7854

                  or to any other  address  which may hereafter be designated by
                  either party by notice given in such manner. All notices shall
                  be deemed to have been given as of the date of receipt.

          C.   Entire   Agreement.   This   Agreement   sets  forth  the  entire
               understanding  between  the  parties  hereto  and no other  prior
               written or oral  statement or agreement  shall be  recognized  or
               enforced.

          D.   Severability.  If a court of  competent  jurisdiction  determines
               that any  clause  or  provision  of this  Agreement  is  invalid,
               illegal or unenforceable, the other clauses and provisions of the
               Agreement  shall  remain in full force and effect and the clauses
               and  provision  which  are  determined  to be  void,  illegal  or
               unenforceable  shall be  limited  so that  they  shall  remain in
               effect to the extent permissible by law.

          E.   Assignment.  None of the parties hereto may assign this Agreement
               without the express  written consent of the other parties and any
               approved  assignment shall be binding on and inure to the benefit
               of such  successor  or, in the event of death or  incapacity,  on
               assignor's heirs, executors, administrators and successors.

          F.   Applicable  Law. This Agreement has been  negotiated and is being
               contracted for in Orange County, California, it shall be governed
               by the laws of California,  notwithstanding  any  conflict-of-law
               provision to the contrary.

                                                         8

<PAGE>

          G.   Attorney's   Fees.  If  any  legal  action  or  other   preceding
               (non-exclusively   including  arbitration)  is  brought  for  the
               enforcement  of or to declare any right or obligation  under this
               Agreement   or   as  a   result   of   a   breach,   default   or
               misrepresentation  in  connection  with any of the  provisions of
               this  Agreement,  or  otherwise  because  of a dispute  among the
               parties hereto,  the prevailing party will be entitled to recover
               actual attorney's fees (including for appeals and collection) and
               other expenses incurred in such action or proceeding, in addition
               to any other relief to which such party may be entitled.

          H.   No Third Party Beneficiary.  Nothing in this Agreement, expressed
               or implied, is intended to confer upon any person, other than the
               parties hereto and their successors, any rights or remedies under
               or  by  reason  of  this   Agreement,   unless   this   Agreement
               specifically states such intent.

          I.   Counterparts. It is understood and agreed that this Agreement may
               be  executed  in any number of  identical  counterparts,  each of
               which may be deemed an original for all purposes.

          J.   Further Assurances.  At any time, and from time to time after the
               Closing,   each  party  hereto  will   execute  such   additional
               instruments  and take such action as may be reasonably  requested
               by the other party to confirm or perfect title to the Warrants to
               be  transferred  hereunder,  or otherwise to carry out the intent
               and purposes of this Agreement.

          K.   Broker's  or Finder's  Fee;  Expenses.  Monterosso  and Nona each
               warrant that they have not incurred any liability,  contingent or
               otherwise,  for brokers' or finders' fees or commissions relating
               to  this   Agreement   for  which  the  other  party  shall  have
               responsibility.  Except as otherwise  provided herein,  all fees,
               costs and  expenses  incurred  by either  party  relating to this
               Agreement shall be paid by the party incurring same.

          L.   Amendment or Waiver. Every right and remedy provided herein shall
               be  cumulative  with  every  other  right  and  remedy,   whether
               conferred  herein,  at law,  or in  equity,  and may be  enforced
               concurrently  herewith,  and  no  waiver  by  any  party  of  the
               performance  of any obligation by the other shall be construed as
               a waiver of the same or any other default then,  theretofore,  or
               thereafter  occurring or existing.  At any time prior to Closing,
               this  Agreement may be amended by a writing signed by all parties
               hereto.

          M.   Headings.  The section and subsection  headings in this Agreement
               are inserted for convenience only and shall not affect in any way
               the meaning or interpretation of this Agreement.

                                                         9

<PAGE>

          N.   Facsimile.  A facsimile,  telecopy or other  reproduction of this
               instrument may be executed by one or more parties hereto and such
               executed   copy  may  be   delivered   by  facsimile  or  similar
               instantaneous  electronic  transmission  device pursuant to which
               the signature of or on behalf of such party can be seen, and such
               execution  and delivery  shall be considered  valid,  binding and
               effective for all  purposes.  At the request of any party hereto,
               all parties  agree to execute an original of this  instrument  as
               well as any facsimile, telecopy or other reproduction hereof.

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

                                        "Nona"
                                        Nona Morelli's II Inc.

                                        By:  /s/       Fred G. Luke
                                             ----------------------------------
                                             Name:     Fred G. Luke
                                             Title:    Chief Executive Officer

                                        "Monterosso"

                                             /s/       Joseph Monterosso
                                             ----------------------------------
                                                       Joseph Monterosso

                                                        10

<PAGE>

                                   EXHIBIT "A"

                                     to the
                           Warrant Purchase Agreement
                              dated August 22, 1997

                              THE WARRANT AGREEMENT

<PAGE>

                                   EXHIBIT "B"

                                     to the
                           Warrant Purchase Agreement
                              dated August 22, 1997

                             SECURED PROMISSORY NOTE

U.S. $1,800,000                                                 August 22, 1997
                                                             Irvine, California

         FOR VALUE RECEIVED,  Joseph Monterosso,  an individual  residing in the
United States,  State of California  ("Maker"),  hereby  promises to pay to Nona
Morelli's II Inc., a Colorado corporation ("Payee"or "Holder") the principal sum
of  One  Million  Eight  Hundred  Thousand  Dollars  ($1,800,000),   payable  in
installments as set forth herein,  with interest at the rate of six percent (6%)
per annum payable on the Due Date. This Secured  Promissory Note (the "Note") is
issued by Maker  pursuant to the Warrant  Purchase  Agreement  of even date (the
"Purchase  Agreement").  This  Note  shall  be  secured  by  the  rights  to the
12,000,000  New Series D Warrants  to  Purchase  Common  Stock (the  "Warrants")
conferred  to Payee  pursuant to the  Warrant  Agreement  dated March 30,  1994,
between E.N.  Phillips  Company,  a Delaware  corporation,  now known as Group V
Corporation  (the  "Company") and Payee,  a copy of which is attached  hereto as
Exhibit "A" (the "Warrant Agreement").  The Warrant Agreement and the underlying
Warrants are referred to herein as the"Collateral".

         Payments of principal under this Note shall be made as follows:


                 Installment
---------------------------------------------
         Due Date                Amount
------------------------   ------------------
September 1, 1997          $           23,100
October 1, 1997                        46,200
November 1, 1997                       69,000
December 1, 1997                      184,600
January 1, 1998                       184,600
February 1, 1998                      184,600
March 1, 1998                         184,600
April 1, 1998                         184,600
May 1, 1998                           184,600
June 1, 1998                          184,600
July 1, 1998                          184,600
August 1, 1998                        184,900
                           ------------------
                           $        1,800,000

         All  documents  and  instruments  now or  hereafter  evidencing  and/or
securing the indebtedness  evidenced  hereby or any part thereof,  including but
not limited to this Note and the Security  Agreement of even date, are sometimes
collectively referred to herein as the "Security Documents."

                                                           [NM\PNO:JM1-8MIL.PNO]

                                                        12

<PAGE>

         All  agreements  in this  Note and all  other  Security  Documents  are
expressly  limited so that in no  contingency  or event  whatsoever,  whether by
reason of  acceleration  of maturity  of the  indebtedness  evidenced  hereby or
otherwise, shall the amount agreed to be paid hereunder for the use, forbearance
or detention of money exceed the highest lawful rate permitted under  applicable
usury laws. If, for any circumstance whatsoever, fulfillment of any provision of
this  Note or any  other  Security  Document  at the  time  performance  of such
provision shall be due shall involve exceeding any usury limit prescribed by law
which a court of competent  jurisdiction may deem applicable hereto,  then, ipso
facto, the obligations to be fulfilled shall be reduced to allow compliance with
such limit, and if, from any circumstance  whatsoever,  Payee shall ever receive
as interest an amount which would exceed the highest lawful rate, the receipt of
such excess shall be deemed a mistake and shall be canceled automatically or, if
theretofore  paid, such excess shall be credited against the principal amount of
the  indebtedness  evidenced  hereby to which the same may lawfully be credited,
and any  portion  of such  excess  not  capable  of being so  credited  shall be
refunded immediately to Maker.

         Maker and Payee affirm that the indebtedness  evidenced  represents the
total  consideration  for the Warrants  being  acquired by Maker pursuant to the
Purchase Agreement.

         This Note may be  satisfied  at any time,  in whole or in part,  at the
election of Maker, without penalty.

         To secure the payment of this Note,  Maker hereby  grants to the Holder
pursuant to a Security  Agreement  dated of even date between Maker and Holder a
security interest in the Collateral.

         Upon default, the Holder may resort to any remedy,  including immediate
sale  of  the  Collateral,  available  to a  secured  party  under  the  Uniform
Commercial Code.

         Each of the following events or occurrences  shall constitute an "Event
of Default" hereunder:  (a) if default is made in the payment of any installment
hereunder,  or of any monetary amount payable hereunder,  under the terms of any
Security Document,  or under the terms of any other obligation of Maker to Payee
hereunder,  within  ten (10)  days  following  the date the same is due;  (b) if
default is made in the performance of any other promise or obligation  described
herein,  in any  Security  Document,  or in any  other  document  evidencing  or
securing any indebtedness of Maker to Payee following ten (10) days prior notice
to Maker of such  default and the failure of Maker to cure such  default  within
said ten (10) day period; (c) if Maker shall execute an assignment of any of his
property  for the  benefit of  creditors,  fail to meet any  obligations  herein
described,  be unable to meet his debts as they mature, or be declared insolvent
by any court,  suffer any  judgment or decree to be  rendered  against him in an
amount greater than US$10,000,  suffer a receiver to be appointed for any of his
property,  or voluntarily  seek relief or have involuntary  proceedings  brought
against him under any provision now in force or  hereinafter  enacted of any law
relating to bankruptcy; (d) if any writ of attachment,  garnishment or execution
shall be issued against Maker;  (e) if any tax lien be assessed or filed against
Maker;  (f) if any warranty,  representation  or statement  made or furnished to
Payee by or on behalf of Maker,  including  but not  limited to any  information
provided to Payee in conjunction with the Purchase Agreement.

                                                           [NM\PNO:JM1-8MIL.PNO]

                                                        13

<PAGE>

         Upon the occurrence of any Event of Default,  which is not cured within
ten (10)  days  after  notice of such  default  is given by Payee or at any time
thereafter when any Event of Default may continue,  Payee may, at its option and
in  its  sole  discretion,  declare  the  entire  balance  of  this  Note  to be
immediately due and payable,  and upon such declaration all sums outstanding and
unpaid under this Note shall become and be in default,  matured and  immediately
due and payable,  without presentment,  demand, protest or notice of any kind to
Maker or any other person, all of which are hereby expressly waived, anything in
this Note or any other Security Document to the contrary notwithstanding.

         Maker  shall  pay to Payee all  reasonable  costs,  expenses,  charges,
disbursements  and  attorneys'  fees  incurred  by Payee  following  an Event of
Default in collecting,  enforcing or protecting  this Note or any other Security
Document or  protecting  the  Collateral,  whether  incurred in or out of court,
including appeals and bankruptcy proceedings.

         Payee and Maker hereby agree to trial by court and irrevocably agree to
waive jury trial in any action or proceeding  (including  but not limited to any
counterclaim)  arising  out of or in any way related to or  connected  with this
Note or any other Security Document,  the relationship  created thereby,  or the
origination,  administration or enforcement of the indebtedness evidenced and/or
secured by this Note or any other Security Document.

         This  Note has been  delivered  to Payee and  accepted  by Payee in the
State of  California,  county of  Orange  and shall be  governed  and  construed
generally  according  to the laws of said State and county  except to the extent
that  creation,  validity,  perfection or  enforcement  of any liens or security
interests  securing this Note are governed by the laws of another  jurisdiction.
Venue  of any  action  brought  pursuant  to  this  Note or any  other  Security
Document, or relating to the indebtedness  evidenced hereby or the relationships
created by or under the Security  Documents  shall, at the election of the party
bringing the action,  be brought in a State or United  States  federal  court in
Orange  County,  California.  Maker and Payee each waives any  objection  to the
jurisdiction  of or venue in such court and to the service of process  issued by
such court and agrees that each may be served by any method of process described
in the State of California or United  States  Federal Rules of Civil  Procedure.
Maker  and  Payee  each  waives  the  right  to  claim  that  such  court  is an
inconvenient forum or any similar defense.

         If, in any  jurisdiction,  any  provision  of this Note shall,  for any
reason, be held to be invalid,  illegal,  or unenforceable in any respect,  such
holding shall not affect any other  provisions of this Note, and this Note shall
be construed,  to the extent of such invalidity,  illegality or unenforceability
(and only to such  extent) as if any such  provision  had never  been  contained
herein. Any such holding of invalidity,  illegality or  unenforceability  in one
jurisdiction  shall not prevent valid  enforcement of any affected  provision if
allowed under the laws of another relevant jurisdiction.

         No waiver by the holder of any  payment or other  right under this Note
shall operate as a waiver of any other payment or right.

         As used in this  Note,  the term  "person"  shall  include,  but is not
limited to, natural persons, corporations,  partnerships, trusts, joint ventures
and other legal entities,  and all combinations of the foregoing natural persons
or entities,  and the term "obligation" shall include any requirement to pay any
indebtedness and/or perform any promise, term, provision,  covenant or agreement
included or provided for in this Note or any other Security Document.

                                                           [NM\PNO:JM1-8MIL.PNO]

                                                        14

<PAGE>

         A facsimile,  telecopy or other  reproduction of this instrument may be
executed by one or more parties  hereto and such  executed copy may be delivered
by facsimile or similar instantaneous electronic transmission device pursuant to
which  the  signature  of or on  behalf  of such  party  can be  seen,  and such
execution and delivery shall be considered valid,  binding and effective for all
purposes.  At the request of any party  hereto,  all parties agree to execute an
original  of this  instrument  as  well  as any  facsimile,  telecopy  or  other
reproduction hereof.

         Executed by the undersigned the year and day first above written.

                                        /s/  Joseph Monterosso
                                        ---------------------------------------
                                             Joseph Monterosso

                                                           [NM\PNO:JM1-8MIL.PNO]

                                                        15

<PAGE>

                                   EXHIBIT "A"

                                     to the
                             Secured Promissory Note
                              dated August 22, 1997

                              THE WARRANT AGREEMENT

                                                           [NM\PNO:JM1-8MIL.PNO]

                                                        16

<PAGE>

                                   EXHIBIT "C"

                                     to the
                           Warrant Purchase Agreement
                              dated August 22, 1997

                               SECURITY AGREEMENT



         THIS  SECURITY  AGREEMENT  ("Agreement")  is executed as of this day of
August, 1997 by Joseph Monterosso  (hereinafter referred to as the "Debtor"), in
favor of Nona  Morelli's  II  Inc.,  its  successors  and  assigns  (hereinafter
referred to as the "Secured Party").

         WHEREAS,  the  following  recitals  of fact are a material part of this
Agreement;  and,

         WHEREAS,  simultaneously  with  the  execution  and  delivery  of  this
Agreement,   Debtor  is  executing  a  Purchase  Agreement  and,  in  connection
therewith,  a Secured  Promissory Note in the amount of $1,800,000 (the "Note"),
both of even  date,  pursuant  to which  Debtor is  purchasing  Secured  party's
rights, title and interest in the Warrant Agreement dated March 30, 1994 between
Secured  Party  and  E.N.  Phillips  Company  now  known  as Group V Corporation
("GRPV");  and,

         WHEREAS,  Secured  Party is granting  credit to Debtor  pursuant to the
Note which is  required to be secured by the  Warrant  Agreement  and the rights
thereunder to purchase  12,000,000 shares of GRPV common stock (the "Warrants").
The Warrant Agreement and all other documents and instruments  evidencing and/or
securing  indebtedness of Debtor to Secured Party are  collectively  referred to
herein, along with this Agreement, as the "Security Documents"; and,

         WHEREAS,  Secured  Party is unwilling to grant credit to Debtor  unless
Debtor grants to Secured Party the security interest granted herein according to
the terms and conditions hereof.

1.       Pledge of Collateral

         In  consideration of the granting of credit to Debtor by Secured Party,
         Debtor hereby grants to Secured Party a security interest  (hereinafter
         referred to as the "Security  Interest")  in the Warrant  Agreement and
         the  underlying  Warrants  described  in Exhibit "A"  attached  hereto,
         including  all  proceeds,  derivative  rights and products  thereof and
         additions  and  accessions  thereto  (hereinafter  referred  to as  the
         "Collateral").

         This  Agreement and the rights hereby  granted  herein shall secure the
         following (hereinafter collectively referred to as the "Obligations"):

          A.   Principal  and  Interest.   The  principal   amount  of  Debtor's
               Indebtedness  to Secured Party,  as evidenced by the Note and the
               Security  Documents,  with interest  thereon as specified in such
               documents, and any other sums due and any renewals, extensions or
               modifications thereof; and

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<PAGE>

          B.   Expenses.  The  expense  of  all  legal  proceedings,   including
               attorneys'  fees,  brought by the  Secured  Party to enforce  any
               Security Documents executed by Debtor or this Agreement,  and all
               other costs and expenses paid or incurred by the Secured Party in
               respect of or in connection with the  protection,  maintenance or
               sale of the Collateral; and

          C.   Performance.  The observance and performance by the Debtor of all
               of the terms,  provisions,  covenants and obligations on its part
               to be observed or performed  under any Security  Documents,  this
               Agreement; and

          D.   Other. Any and all  indebtedness,  obligations and liabilities of
               any kind and  nature of the Debtor to  Secured  Party,  direct or
               indirect,  absolute  or  contingent,  due or to become  due,  now
               existing or hereafter arising.

2.       Debtor's Warranties, Covenants and Agreements

         Debtor hereby warrants, covenants and agrees that:

          A.   Purpose.  The Collateral  covered by this Agreement is pledged by
               Debtor to secure  Debtor's  promise to pay the Purchase Price (as
               defined in the Purchase Agreement) and to induce Secured Party to
               enter into the Purchase Agreement with Debtor.

          B.   Third Party  Claims.  Debtor at its cost and expense will protect
               and defend  this  Agreement,  all of the rights of Secured  Party
               hereunder  and the  Collateral  against the claims and demands of
               all other parties.  Debtor will promptly  notify Secured Party of
               any attempt to levy, distraint, lay claim, disavow,  repudiate or
               otherwise  diminish  the  derivative  rights,  or  seize by legal
               process or  otherwise of any part of the  Collateral,  and of any
               threatened  claims or proceedings that might in any way affect or
               impair  any  of the  terms  of  this  Agreement  or the  Purchase
               Agreement.

          C.   Notices.  Debtor will give Secured Party immediate written notice
               of any  change in  location  of  Debtor's  last  known  residence
               address.

3.       Events of Default

         The occurrence of any of the following  events shall  constitute and is
         hereby defined to be an "Event of Default":

          A.   Breach of Note or  Security  Agreement  Any failure or neglect to
               observe  or  perform  any of  the  terms,  provisions,  promises,
               agreements  or  covenants of the Note or this  Agreement  and the
               continuance  of such failure or neglect  after notice  thereof by
               Secured Party to the Debtor; or

          B.   Failure to Pay. Any failure of the Debtor to pay any  installment
               of  principal  and/or  interest,  or any  other sum due under any
               Security Documents in accordance with their terms; or

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<PAGE>

          C.   Breach of  Purchase  Agreement  or False  Statements.  Failure or
               neglect to observe or perform  any of the terms or  covenants  in
               the  Purchase  Agreement,  or  any  warranty,  representation  or
               statement  contained  in  this  Agreement  or  otherwise  made or
               furnished  to the Secured  Party by or on behalf of the Debtor in
               the Purchase Agreement,  the Put/Option Agreement or any Security
               Documents shall be or shall prove to have been false when made or
               furnished; or

          D.   Destruction or Demise of Collateral. Any loss, theft, substantial
               damage,  destruction  of, or the  attachment of an encumbrance to
               any of the Collateral, the cancellation of the Collateral by GRPV
               or its  successor(s)  in  interest  (and said  Collateral  is not
               immediately  replaced,  restored or returned) Debtor's assignment
               or attempted  transfer of the Collateral to anyone,  or the sale,
               creation  of  a  security  interest,   lien,  attachment,   levy,
               garnishment,  distraint,  or other  process of, in or upon any of
               the  Collateral,  and if such attachment or other similar process
               is not  bonded or  released  within  thirty  (30) days after such
               action is taken.

4.       Secured Party's Remedies

         Upon the  occurrence of any Event of Default  hereunder,  Secured Party
         shall have the following rights and remedies:

          A.   Acceleration and Sale. Secured Party may, at its option,  declare
               all or any part of the Note immediately due and payable.  Secured
               Party may,  without  further  notice or demand and without  legal
               process, negotiate for the sale of the Collateral.

          B.   All Remedies Available. Secured Party may pursue any legal remedy
               available  to collect all sums due under the Note and/or  secured
               hereby and to enforce  its title in and right to  possession  and
               sale of the  Collateral,  and to enforce any and all other rights
               or remedies  available to it, and no such action shall operate as
               a waiver of any other right or remedy of the Secured  Party under
               the terms hereof or under applicable law.

          C.   Waiver  of   Defenses.   Debtor   waives  any   requirements   of
               presentment,  protest,  notices of protest,  notices of dishonor,
               and all  other  formalities.  Debtor  waives  all  rights  and/or
               privileges it might  otherwise  have to require  Secured Party to
               proceed  against  sell  or  otherwise   transfer  the  Collateral
               encumbered  hereby or by any  Security  Documents  or to  proceed
               against Maker  personally or to pursue any other remedy available
               to  Secured  Party in any  particular  manner or order  under the
               legal or equitable  doctrine or principle  of  marshaling  and/or
               suretyship Debtor  acknowledges that he has signed this Agreement
               and in doing so has subjected  his property to this  Agreement to
               secure any  deficiency  in the  subject  indebtedness  and hereby
               expressly waives the benefits of the provisions of any laws which
               could  delay,  defeat  or  render  more  costly  Secured  Party's
               realization  upon the Collateral,  and waives any defense arising
               by reason of any  disability  or other  defense  of  Debtor,  and
               waives the benefit of any statutes of  limitation  affecting  the
               enforcement hereof.

          D.   Sale of Collateral. Secured Party may immediately sell all or any
               part of the  Collateral  at public or private sale either with or
               without  having such  Collateral  at the place of sale,  and with
               notice to Debtor as provided  herein.  The proceeds of such sale,

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<PAGE>

          after  deducting  therefrom  all expenses of Secured  Party in taking,
          storing,  validating and selling the Collateral  (including attorneys'
          fees and court  costs)  shall be applied to the payment of any part or
          all of the  Obligations  and any other  indebtedness  or  liability of
          Debtor to Secured Party, and any surplus thereafter remaining shall be
          paid  to  any   person   that   may  be   legally   entitled   thereto
          notwithstanding  anything  to  the  contrary  contained  in any of the
          Security  Documents.  In the event of a  deficiency  between  such net
          proceeds  from  the  sale  of  Collateral  and  the  total  amount  of
          Obligations owing by Debtor,  Debtor will promptly upon demand pay the
          amount of such deficiency to Secured Party.

          E.   Secured Party as Purchaser.  At any sale,  public or private,  of
               the  Collateral or any part thereof,  made in the  enforcement of
               the  rights and  remedies  of Secured  Party,  Secured  Party may
               purchase  any  part or  parts of the  Collateral  or all  thereof
               offered at such sale.

          F.   Notice of Sale. Secured Party shall give Debtor reasonable notice
               of any sale or other  disposition  of the  Collateral or any part
               thereof.  Debtor agrees that notice shall be conclusively  deemed
               to be  reasonable  and  effective  if such  notice  is  mailed by
               registered  or  certified  mail  postage  prepaid,  to  Debtor at
               Debtor's  last  known  residence  address  at least ten (10) days
               prior to such sale or other dispositions.

          G.   Applicable Law Remedies.  Secured Party shall have all the rights
               and remedies afforded a Secured Party under applicable law.

5.       Miscellaneous Provisions

          A.   Waivers and Cumulative Remedies. No Event of Default hereunder by
               Debtor  shall be  deemed to have been  waived  by  Secured  Party
               except by a writing to that effect signed by Secured Party and no
               waiver of any such Event of Default  shall operate as a waiver of
               any other Event of Default on a future  occasion,  or as a waiver
               of that Event of Default after written  notice thereof and demand
               by Secured Party for strict  performance of this  Agreement.  All
               rights,  remedies and privileges of Secured Party hereunder shall
               be  cumulative  and not  alternative,  and shall,  whether or not
               specifically  so  expressed,  inure to the benefit of the Secured
               Party,  its  successors and assigns,  and all  obligations of the
               Debtor shall bind its successors and legal representatives.

          B.   Waiver of Jury Trial.  Secured  Party and Debtor  hereby agree to
               trial by court and irrevocably  waive jury trial in any action or
               proceeding  (including  but  not  limited  to  any  counterclaim)
               arising  out of or in any way related to or  connected  with this
               agreement  or any  other  Security  Documents,  the  relationship
               created   thereby,   or  the   origination,   administration   or
               enforcement of the  indebtedness  evidenced and/or secured by the
               Purchase Agreement or any Security Documents.

          C.   Severability. Whenever possible, each provision of this Agreement
               shall be  interpreted in such manner as to be effective and valid
               under  applicable  law, but if any  provision  of this  Agreement
               shall be  prohibited  by or invalid  under  applicable  law, such
               provision shall be ineffective to the extent of such  prohibition
               or  invalidity,   without  invalidating  the  remainder  of  such
               provision or the remaining provisions of this Agreement.

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<PAGE>

          D.   Written Amendment Required. No modification,  rescission, waiver,
               release or amendment of any provision of this Agreement  shall be
               made  except  by a written  agreement  subscribed  by Debtor  and
               Secured Party.

          E.   Full Force and Effect.  This Agreement shall remain in full force
               and  effect  until all of the  obligations  and the  indebtedness
               evidenced on the Note,  and any  extensions or renewals  thereof,
               shall be paid in full.

          F.   Successors  and Assigns.  Secured Party and Debtor as used herein
               shall  include  the  heirs,   executors  or  administrators,   or
               successors or assigns of those  parties.  The  provisions of this
               Agreement  shall  apply to the parties  according  to the context
               hereof  and  without  regard to the number or gender of words and
               expressions used herein.

          G.   Financing Statements. A carbon,  photographic or other reproduced
               copy of this Agreement  and/or any financing  statement  relating
               hereto  shall be  sufficient  for filing  and/or  recording  as a
               financing statements. Notwithstanding the foregoing, Debtor shall
               provide,  shall execute and shall cooperate with Secured Party in
               the execution and filing of such financing statements,  documents
               and instruments as Secured Party may reasonably  request in order
               to  perfect  the  security  interest  granted  to  Secured  Party
               hereunder  or  otherwise  to  carry  out  the  purposes  of  this
               Agreement.

          H.   Governing  Law.  This  Security  Agreement  and  the  transaction
               evidenced  hereby shall be construed  under the laws of the State
               of California, as the same may from time to time be in effect.

          I.   Facsimile.  A facsimile,  telecopy or other  reproduction of this
               instrument may be executed by one or more parties hereto and such
               executed   copy  may  be   delivered   by  facsimile  or  similar
               instantaneous  electronic  transmission  device pursuant to which
               the signature of or on behalf of such party can be seen, and such
               execution  and delivery  shall be considered  valid,  binding and
               effective for all  purposes.  At the request of any party hereto,
               all parties  agree to execute an original of this  instrument  as
               well as any facsimile, telecopy or other reproduction hereof.

         IN WITNESS  WHEREOF,  this Agreement has been executed and delivered on
behalf of and in the name of Debtor on the date indicated above.

                                        "Debtor"

                                        /s/            Joseph Monterosso
                                        ---------------------------------------
                                                       Joseph Monterosso

                                        "Secured Party"
                                        Nona Morelli's II Inc.,
                                        a Colorado corporation

                                        By:  /s/       Fred G. Luke
                                             ----------------------------------
                                             Name:     Fred G. Luke
                                             Title:    Chief Executive Officer

                                                           [NM\PNO:JM1-8MIL.PNO]

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