EXHIBIT 10.173

                             NONA MORELLI'S II, INC.
                             2 Park Plaza, Suite 470
                            Irvine, California 92614
                            Telephone (714) 833-2094
                            Facsimile (714) 833-7854

                                September 3, 1997



Mr. Joseph Monterosso
President
Group V Corporation
550 15th Street
San Francisco, CA 94103

         RE:      Extension and Modification of Put/Option Agreement and Warrant
                  Purchase Agreement dated August 22, 1997

Dear Joe:

         This letter will serve as our mutual agreement to extend and modify the
Put/Option Agreement and Warrant Purchase Agreement dated August 22, 1997.

1.       As  to  the  Put/Option  Agreement dated August 22, 1997 between Joseph
Monterosso  and Nona Morelli's II, Inc. the dates in that agreement are extended
as follows:

         Paragraph  Number 2, the date  April 1, 1998 is hereby  extended  until
June 1, 1998.

         Paragraph  Number 5, the  obligation to be performed on October 1, 1997
         is hereby extended until November 1, 1997.

         Paragraph  Number 5, the obligation to be performed on November 1, 1997
         is hereby extended until December 1, 1997.

         Paragraph  Number 5, the obligation to be performed on December 1, 1997
         is hereby extended until January 1, 1998.

         Paragraph  Number 5, the  obligation to be performed on January 1, 1998
         is hereby extended until February 1, 1998.

         Paragraph  Number 5, the obligation to be performed on February 1, 1998
         is hereby extended until March 1, 1998.

         Paragraph  Number 5, the obligation to be performed on March 1, 1998 is
         hereby extended until April 1, 1998.

C:\clients\Nona\Ext&ModAgr.doc

<PAGE>

         Paragraph  Number 5, the obligation to be performed on April 1, 1998 is
         hereby extended until May 1, 1998.

         Paragraph  Number 5, the  obligation  to be performed on May 1, 1998 is
         hereby extended until June 1, 1998.

         Paragraph  Number 5, the  obligation to be performed on June 1, 1998 is
         hereby extended until July 1, 1998.

         Paragraph  Number 5, the  obligation to be performed on July 1, 1998 is
         hereby extended until August 1, 1998.

         Paragraph Number 5, the obligation to be performed on August 1, 1998 is
         hereby extended until September 1, 1998.

         Paragraph Number 5, the obligation to be performed on September 1, 1998
         is hereby extended until October 1, 1998.

2. As to the  Put/Option  Agreement,  dated August 22, 1997,  Joseph  Monterosso
agrees to use his best efforts so that, provided Nona Morelli's II, Inc. submits
the Series B certificate with a legal opinion, Group V Corporation ("GRPV") will
take all action  necessary to effect the receipt by Nona  Morelli's  II, Inc. of
7,800,000  shares of unrestricted  common stock of GRPV following Nona Morelli's
II, Inc.'s conversion of 100,000 shares of Series B Preferred Stock of GRPV.

3. As to the  Put/Option  Agreement,  dated August 22, 1997,  Nona Morelli's II,
Inc. and Joseph  Monterosso agree that Mr.  Monterosso's  obligations  under the
Put/Option Agreement are dependent upon Nona Morelli's II, Inc.  delivering,  in
accordance with the terms and conditions of that agreement,  7,800,000 shares of
unrestricted  common  stock  of  GRPV  to be  subject  to  the  option  and  put
established by such agreement.

4. As to the Warrant  Purchase  Agreement  dated August 22, 1997, Nona Morelli's
II, Inc. and Joseph  Monterosso agree that it shall be a condition  precedent to
the  obligations  of Nona  Morelli's  II, Inc. and Joseph  Monterosso  under the
Warrant  Purchase  Agreement  that the  following  condition  occur on or before
October 31, 1997:

         A.       Receipt  by  Nona  Morelli's  II,  Inc. of 7,800,000 shares of
unrestricted  common  stock  of  GRPV  following conversion of 100,000 shares of
Series B Preferred Stock of GRPV.

5. As to the Warrant  Purchase  Agreement  dated August 22, 1997 which  includes
that  certain  Secured  Promissory  Note dated  August  22,  1997 made by Joseph
Monterosso  in favor of Nona  Morelli's II, Inc. the  installment  due dates set
forth on page one of the Secured Promissory Note are extended as follows.

         The  installment  due on  October  1,  1997 is  hereby  extended  until
         November  1, 1997.  The  installment  due on November 1, 1997 is hereby
         extended  until December 1, 1997.  The  installment  due on December 1,
         1997 is hereby  extended until January 1, 1998. The  installment due on
         January 1, 1998 is hereby extended until February 1, 1998.

C:\clients\Nona\Ext&ModAgr.doc

<PAGE>

         The  installment due on February 1, 1998 is hereby extended until March
         1, 1998. The  installment due on March 1, 1998 is hereby extended until
         April 1, 1998. The  installment due on April 1, 1998 is hereby extended
         until  May 1,  1998.  The  installment  due on May 1,  1998  is  hereby
         extended  until June 1, 1998.  The  installment  due on June 1, 1998 is
         hereby extended until July 1, 1998. The installment due on July 1, 1998
         is hereby  extended until August 1, 1998. The installment due on August
         1, 1998 is hereby extended until September 1, 1998. The installment due
         on September 1, 1998 is hereby extended until October 1, 1998.

6.       All other  provisions of the agreements  shall remain in full force and
         effect.

         If the foregoing  modification  and  extension of the above  referenced
agreements is acceptable to you, please sign in the space provided below.

                                   Sincerely yours,

                                   /s/  Fred G. Luke
                                        ---------------------------------------
                                        Fred G. Luke
                                        Chief Executive Officer

APPROVED AND AGREED TO

By:  /s/       Joseph Monterosso
     -----------------------------
     Name:     Joseph Monterosso
     Title:    An individual

C:\clients\Nona\Ext&ModAgr.doc