EXHIBIT 4.04(o)

               ELEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED
                    REVOLVING CREDIT AND TERM LOAN AGREEMENT

      This ELEVENTH AMENDMENT (this "Amendment"), executed, delivered, and dated
as of May 20, 1999 (but effective as of the specified Effective Date referred to
below), by and among MORTON'S RESTAURANT GROUP, INC., a Delaware corporation
(formerly known as Quantum Restaurant Group, Inc.) having its principal place of
business at Suite 210, 3333 New Hyde Park Road, New Hyde Park, New York 11042
(referred to below and in the Credit Agreement, as defined below, as "Quantum"),
PEASANT HOLDING CORP., a Delaware corporation having its principal place of
business at Suite 210, 3333 New Hyde Park Road, New Hyde Park, New York 11042
("Peasant Holding"), MORTON'S OF CHICAGO, INC., an Illinois corporation with its
principal place of business at 350 West Hubbard Street, Chicago, Illinois 60610
("Morton's") (Quantum, Peasant Holding and Morton's are referred to herein
collectively as the "Borrowers", and each, individually, as a "Borrower"),
BANKBOSTON, N.A. (formerly known as The First National Bank of Boston), as Agent
and Administrative Agent (the "Agent") for the Lenders (as defined in the Credit
Agreement referred to below), BANKBOSTON, N.A. (formerly known as The First
National Bank of Boston and referred to below and in the Credit Agreement, as
defined below, as "FNBB") in its individual capacity as a Lender, IMPERIAL BANK
and FIRST UNION NATIONAL BANK, as Lenders, and FIRST UNION NATIONAL BANK, as
documentation agent (the "Documentation Agent") for the Lenders, amends the
Second Amended and Restated Revolving Credit and Term Loan Agreement dated as of
June 19, 1995, as amended by the First Amendment dated as of February 14, 1996,
the Second Amendment dated as of March 5, 1996, a letter agreement dated as of
May 2, 1996, the Third Amendment dated as of June 28, 1996, a letter agreement
dated as of November 7, 1996, the Fourth Amendment dated as of December 26,
1996, the Fifth Amendment dated as of December 31, 1996, the Sixth Amendment
dated as of February 6, 1997, the Seventh Amendment dated as of June 27, 1997,
the Eighth Amendment dated as of February 12, 1998, the Ninth Amendment dated as
of September 25, 1998, the Tenth Amendment dated as of November 18, 1998, and as
the same may be further amended, modified, or supplemented from time to time
(the "Credit Agreement"), by and among the Borrowers, the Administrative Agent,
the Documentation Agent and the Lenders. Capitalized terms used but not defined
herein shall have the meanings set forth in the Credit Agreement.

      WHEREAS, the Borrowers have requested that the Lenders agree to increase
the amount of their revolving credit commitments, to provide a new term loan and
to amend certain provisions of the Credit Agreement; and

      WHEREAS, the Agent and the Lenders, subject to the terms and provisions
hereof, have agreed to so amend the Credit Agreement;

      NOW THEREFORE, the parties hereto hereby agree as follows:

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                                      -2-


      ss.1. Amendments to the Credit Agreement.

      ss.1.1. New Definitions. Section 1 of the Credit Agreement is hereby
amended by adding the following new definitions to Section 1 in the appropriate
place in the alphabetical sequence:

      "Administrative Agent. The Agent referred to herein."

      "Applicable Term Eurodollar Rate Margin. See ss.2.6."

      "Applicable Term Base Rate Margin. See ss.2.6."

      "Applicable Term Margin. See Section 2.6."

      "Documentation Agent. First Union National Bank, in its capacity as
documentation agent, subject to ss.13.12 hereof."

      "Eleventh Amendment Closing Date. May 20, 1999."

      "Excess Operating Cash Flow. For any period, without duplication.
Consolidated EBITDA for such period, minus Cash Interest Charges for such
period, minus permitted capital expenditures actually made in such period,
except to the extent actually financed with permitted Indebtedness under Section
10.1(f) of this Credit Agreement incurred during such period, minus federal,
state, and local income taxes paid in cash during such period, minus any
required or mandatory permanent repayments of principal on any Funded
Indebtedness of the Borrowers paid during such period, and minus any voluntary
prepayments on the Term Loan pursuant to ss.2.6(d) of this Credit Agreement paid
during such period."

      "Mandatory Recapture Prepayments. See Section 2.6(c)(iii)."

      "Recapture Date. See Section 2.6(c)(iii)."

      ss.1.2. Changes in Certain Definitions. Section 1 of the Credit Agreement
is hereby further amended as follows:

      (a) The table contained in the definition of "Commitment Percentage" in
Section 1 of the Credit Agreement is hereby amended to read as follows:

            "Lender                                   Percentage
            -------                                   ----------

            FNBB                                      46.6666667%
            Imperial Bank                             13.3333333%
            First Union                               40.0000000%"

      (b) The definition of "Revolving Credit Commitment" in Section 1 of the
Credit Agreement is hereby amended by replacing the phrase "Thirty Two Million
Five Hundred Thousand Dollars ($32,500,000)" with the phrase "$50,000,000".

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                                      -3-


      (c) The definition of "Revolving Credit Commitment Amount" in Section 1 of
the Credit Agreement is hereby amended by replacing the number "Thirty Two
Million Five Hundred Thousand Dollars ($32,500,000)" with the phrase
"$50,000,000".

      (d) The definition of "Term Loan" in Section 1 of the Credit Agreement is
hereby amended by replacing the phrase "10th Amendment Closing Date" with the
phrase "Eleventh Amendment Closing Date" and by replacing the figure
"$12,500,000" with the figure "$25,000,000".

      (e) The definition of "Term Loan Maturity Date" in Section 1 of the Credit
Agreement is hereby amended by replacing the date "December 31, 2003" with the
date "December 31, 2004".

      (f) The table contained in the definition of Term Loan Percentage in
Section 1 of the Credit Agreement is hereby amended to read as follows:

            "Lender                                   Percentage
            -------                                   ----------

            FNBB                                      46.6666667%
            Imperial Bank                             13.3333333%
            First Union                               40.0000000%"

      ss.1.3. Rules of Interpretation. Section 1.2(j) of the Credit Agreement is
hereby amended by adding the phrase "and Applicable Term Margin under Section
2.6" immediately after the phrase "Section 2.4".

      ss.1.4. Revolving Credit Loan.

      (a) The table in Section 2.4(b) of the Credit Agreement is hereby amended
to appear as follows:

                                                                  Applicable
                 Cash Flow                Applicable Base      Eurodollar Rate
Pricing Tier   Leverage Ratio            Rate Margin (p.a.)     Margin (p.a.)
------------   --------------            ------------------     -------------

--------------------------------------------------------------------------------
      1        Less than 1.25 to 1              0%                  1.25%

--------------------------------------------------------------------------------
      2        Greater than or equal
               to 1:25 to 1 but less than
               1.50 to 1                        0%                 1.50%

--------------------------------------------------------------------------------
      3        Greater than or equal to
               1.50 to 1 but less than
               2.00 to 1                        0%                  1.75%

--------------------------------------------------------------------------------
      4        Greater man or equal to
               2:00 to 1 but less than
               2.50 to 1                        0%                  2.00%

--------------------------------------------------------------------------------
      5        Greater than or equal to
               2.50 to 1 but less than
               3.00 to 1                        0.25%               2.25%

--------------------------------------------------------------------------------
      6        Greater than or equal to
               3:00 to 1 but less than
               3.50 to 1                        0.75%               2.75%

--------------------------------------------------------------------------------
      7        Greater than or equal to
               3.50 to 1                        1.25%               3.25%
--------------------------------------------------------------------------------

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                                      -4-


      (b) Section 2.4(b) of the Credit Agreement is hereby amended by replacing
the phrase "with respect to the Loans" appearing in the third sentence of such
subsection with the phrase "with respect to the Revolving Credit Loans".

      (c) Section 2.4(c)(ii) of the Credit Agreement is hereby amended by
replacing the phrase "with respect to the Loans" with the phrase "with respect
to the Revolving Credit Loans".

      (d) Section 2.4(c)( iii) of the Credit Agreement is hereby amended by
replacing the phrase "the Loans" with the phrase "the Revolving Credit Loans" in
each place such phrase appears in Section 2.4(c)(iii).

      ss.1.5. Term Loan. Section 2.6 of the Credit Agreement is hereby amended
as follows:

      (a) Subsection (a) of Section 2.6 is hereby amended by deleting the phrase
"10th Amendment Closing Date" and replacing it with the phrase "Eleventh
Amendment Closing Date", replacing the phrase "Tenth Amendment hereto" with the
phrase "Eleventh Amendment hereto", and replacing the number "$12,500,000" in
each place where it appears in Section 2.6(a) and replacing it in each such
place with the number "$25,000,000".

      (b) Subsection (b) of Section 2.6 is hereby amended by replacing the
phrase "10th Amendment Closing Date" with the phrase "Eleventh Amendment Closing
Date".

      (c) The table in Subsection (c)(i) of Section 2.6 is hereby amended to
read as follows:

                    ---------------------------------------
                    Date                 Installment Amount
                    ----                 ------------------

                    ---------------------------------------
                    March 31, 2000             $250,000
                    June 30, 2000              $250,000
                    September 30, 2000         $250,000
                    December 31, 2000          $250,000
                    March 31, 2001             $250,000
                    June 30, 2001              $250,000
                    September 30, 2001         $250,000
                    December 31, 2001          $250,000
                    March 31, 2002             $250,000
                    June 30, 2002              $250,000
                    September 30, 2002         $250,000
                    December 31, 2002          $250,000
                    March 31, 2003           $2,500,000
                    June 30, 2003            $2,500,000
                    September 30, 2003       $2,500,000
                    December 31, 2003        $2,500,000
                    March 31, 2004           $3,000,000
                    June 30, 2004            $3,000,000
                    September 30, 2004       $3,000,000
                    December 31, 2004        $3,000,000
                    ---------------------------------------

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                                      -5-


      (d) The following new Subsection (c)(iii) of Section 2.6 is hereby added
after Subsection (c)(ii):

      "(iii) Annual Excess Cash Flow Recapture. On the date which is one hundred
and five (105) days after the end of each fiscal year (the "Recapture Date"),
except as set forth below, the Borrowers jointly and severally shall be
obligated to make prepayments in respect of the outstanding principal of the
Term Loan in an amount equal to fifty percent (50%) of the Excess Operating Cash
Flow as computed for such most recently completed fiscal year, in each case
payable to the Agent for application in respect of the Term Loan to the
applicable ratable accounts of the Lenders (the "Mandatory Recapture
Prepayments"). Such Mandatory Recapture Prepayments shall be applied pro rata to
the remaining unpaid scheduled installments of principal with respect to the
Term Loan in accordance with their respective unpaid amounts. No such Mandatory
Recapture Prepayments with respect to the Term Loan may be reborrowed. However,
such obligation to make Mandatory Recapture Prepayments on any such potential
Recapture Date shall not apply if (but only if) the Term Loan shall have been
paid in full or the Cash Flow Leverage Ratio shall have been less than 3.00 to
1.00 as determined as of each of the two most recent, consecutive Fiscal Quarter
end dates occurring prior to such Recapture Date for which there shall have been
delivered by the Companies the financial statements and Compliance Certificates
required under Section 9.4 hereof on or prior to such potential Recapture Date."

      (e) Section 2.6(e) of the Credit Agreement is hereby amended to read as
follows:

      "(e) Interest on Term Loan. Except as otherwise provided in ss.4.1:

      (A) The Borrowers shall pay interest on the unpaid principal amount of the
Term Loan made by the Lenders to the Borrowers from time to time outstanding,
until such principal amount is paid in full, at an annual rate equal to, (i)
with respect to any portion of the Term Loan which is a Base Rate Loan, the Base
Rate in effect from time to time plus the Applicable Term Base Rate Margin, and
(ii) with respect to any portion of the Term Loan which is a Eurodollar Rate
Loan, the Eurodollar Rate in effect for the applicable Interest Period plus the
Applicable Term Eurodollar Rate Margin (the Applicable Term Base Rate Margin or
the Applicable Term Eurodollar Rate Margin, whichever is applicable, is
sometimes referred to herein as the "Applicable Term Margin").

      (B) On each Adjustment Date following the end of each Fiscal Quarter, the
Applicable Term Margin shall be determined on the basis of the financial
statements and Compliance Certificates required to be delivered under Section
9.4 hereof with respect to such Fiscal Quarter. The Applicable Term Margin shall
be the applicable rate per annum set forth in the table below opposite the level
of the Cash Flow Leverage Ratio determined for the applicable fiscal period of
four consecutive Fiscal Quarters, treated as a single accounting period (as
referred to in the definition of Cash Flow Leverage Ratio), ending on the
Quarter End Date immediately prior to such Adjustment Date. The Applicable Term
Margin that is so determined on each such Adjustment Date shall be effective
with respect to the Term Loan as follows: (i) with respect to all portions of
the Term Loan constituting Base Rate Loans, such Applicable Term Margin shall be
deemed to have become effective as of the date immediately following such
preceding Quarter End Date (i.e., as of the first day of the Fiscal Quarter
immediately following such Quarter End Date) and shall continue to be effective
through the next Quarter End Date; and (ii) with respect to all portions of the
Term Loan constituting Eurodollar Rate Loans, such Applicable Term Margin shall
be deemed to have become effective with respect to all Interest Periods (or the

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                                      -6-


applicable portions thereof) of such Eurodollar Rate Loans for which the
Interest Payment Date occurs on or after such Adjustment Date (but prior to the
next Adjustment Date).

                                                               Applicable Term
 Term Loan        Cash Flow             Applicable Term Base   Eurodollar Rate
Pricing Tier   Leverage Ratio            Rate Margin (p.a.)     Margin (p.a.)
------------   --------------            ------------------     -------------

--------------------------------------------------------------------------------
      1        Less than 1.25 to 1              0.25%              2.00%

--------------------------------------------------------------------------------
      2        Greater than or equal
               to 1:25 to 1 but less than
               1.50 to 1                        0.25%              2.00%

--------------------------------------------------------------------------------
      3        Greater than or equal to
               1.50 to 1 but less than
               2.00 to 1                        0.25%              2.00%

--------------------------------------------------------------------------------
      4        Greater than or equal to
               2:00 to 1 but less than
               2.50 to 1                        0.25%              2.25%

--------------------------------------------------------------------------------
      5        Greater than or equal to
               2.50 to 1 but less than
               3.00 to 1                        0.50%              2.50%

--------------------------------------------------------------------------------
      6        Greater than or equal to
               3:00 to 1 but less than
               3.50 to 1                        1.00%              3.00%

--------------------------------------------------------------------------------
      7        Greater than or equal to
               3.50 to 1                        1.50%              3.50%
--------------------------------------------------------------------------------

      (C) Notwithstanding the foregoing provisions.

            (i) the initial Adjustment Date for purposes of this ss.2.6(e) shall
      be deemed to occur on May 15, 1999 (notwithstanding the definition of
      Adjustment Date in Section 1 hereof) with the Applicable Term Margin to be
      determined on such date on the basis of the calculation of the Cash Flow
      Leverage Ratio for the fiscal period of four consecutive Fiscal Quarters
      ended on or about March 31, 1999 (treated as a single accounting period);
      thereafter, each Adjustment Date for purposes of this ss.2.6(e) subsequent
      to each applicable Quarter End Date shall be such date as is provided in
      the definition of Adjustment Date in Section 1 hereof:

            (ii) if the Companies fail to deliver any financial statements or
      Compliance Certificates (as the case may be) required under Section 9.4
      hereof with respect to any Fiscal Quarter on or prior to the scheduled
      Adjustment Date immediately following such Fiscal Quarter, then
      (notwithstanding such failure) the Applicable Term Margin shall be deemed
      provisionally set on such Adjustment Date at that "Tier" which was
      determined on the prior Adjustment Date; provided, however, in the event
      such failure to deliver such financial statements or Compliance
      Certificates (as the case may be) is subsequently cured, the Applicable
      Term Margin shall be appropriately re-adjusted and shall be deemed to have
      been initially set on such scheduled Adjustment Date at that correct
      "Tier" which should have been set on such Adjustment Date had such failure
      not occurred; in any event, the Applicable Term Margin so determined under
      this paragraph shall be effective with respect to the Term Loan as
      provided in paragraph (B) above; and

            (iii) if, as a result of any such delay in delivery of financial
      statements or Compliance Certificates (as the case may be) as described
      above, or as a result of any

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                                      -7-


            such delay as described above in correctly determining the
      Applicable Term Margin that should have been determined on the relevant
      Adjustment Date, or for any other reason, an incorrect interest rate shall
      have been applied hereunder to the Term Loan, then such interest rate
      determination shall be appropriately corrected retroactively, and within
      three (3) Business Days after written notice thereof in reasonable detail
      requesting a retroactive correction of interest previously paid given by
      either the Borrowers, the Agent or any Lender, the Borrowers shall pay to
      the Lenders, or (as the case may be) the Lenders on a several and ratable
      basis shall credit the Borrowers with, the amount of the appropriate
      retroactive correction in the amount of interest paid with respect to the
      Term Loan.

      (D) The Borrowers jointly and severally promise to pay interest on the
Term Loan in arrears on each Interest Payment Date with respect thereto and at
maturity of the Term Loan.

      (E) The provisions of ss.2.3 shall apply mutatis mutandis with respect to
all or any portion of the Term Loan so that the Borrowers may have the same
interest rate options with respect to all or any portion of the Term Loan as it
would be entitled to with respect to the Revolving Credit Loans.

      (F) Any portion of the Term Loan bearing interest determined by reference
to the Eurodollar Rate relating to any Interest Period shall be in an amount of
$250,000 or an integral multiple thereof. No Interest Period relating to the
Term Loan or any portion thereof bearing interest at the Eurodollar Rate shall
extend beyond the date on which a regularly scheduled installment payment of the
principal of the Term Loan is to be made unless a portion of the Term Loan at
least equal to such installment has an Interest Period ending on such date or is
then bearing interest determined by reference to the Base Rate."

      ss.1.6. Certain Common Provisions.

      (a) Section 4.1 of the Credit Agreement is hereby amended by adding after
the phrase "Base Rate Loans", the phrase, "constituting Revolving Credit Loans
or a portion of the Term Loan, as the case may be".

      {b) Section 4.5 of the Credit Agreement is hereby amended by deleting the
number "$22,500,000" and replacing it with the number "$40,000,000".

      ss.1.7. Reimbursement Obligations. Section 4A.2 of the Credit Agreement is
hereby amended by inserting the phrase "Revolving Credit Loans which constitute"
immediately before the phrase "Base Rate Loans" at the end of Section 4A.2.

      ss.1.3. Affirmative Covenants. Section 9.4(d) of the Credit Agreement is
hereby amended by adding the phrase "and Applicable Term Margin under ss.2.6"
immediately after the phrase "ss.2.4".

      ss.1.9. Negative Covenants. Section 10 of the Credit Agreement is hereby
amended as follows:

      (a) Section 10.3(e) of the Credit Agreement is hereby amended by adding
the following sentence at the end of such Section 10.3(e):

      "Further, for purposes only of this clause (e) of this ss.10.3, capital
expenditures shall include any Investments made pursuant to ss.10.11(m) hereof.
The restrictions of this

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                                      -8-


ss.10.3(e) shall not apply to capital expenditures actually financed by
permitted purchase money Indebtedness incurred pursuant to Section 10.1(f)
hereof."

      (b) The second sentence of Section 10.5(b) of the Credit Agreement is
hereby amended by (i) deleting the phrase, "up to 1,330,600", (ii) deleting the
number "$20,000,000" and replacing it with the phrase "$40,000,000, and at a
maximum purchase price not to exceed $30 per share," and (iii) adding at the end
of such second sentence, immediately before the period, the phrase, ", and
further provided that the pro forma Cash Flow Leverage Ratio (computed for this
purpose on a pro forma basis, the numerator of such ratio for this purpose being
the Funded Indebtedness that would be then outstanding on the date of such
proposed Distribution immediately after giving effect to such proposed
Distribution and any related Indebtedness to be incurred in connection with the
financing thereof, and the denominator of such ratio for this purpose being the
Consolidated EBITDA for the Reference Period ending on the most recent Fiscal
Quarter end date for which there shall have been delivered by the Companies the
financial statements and Compliance Certificates required under Section 9.4
hereof prior to the time of any such proposed Distribution) shall be less than
3:00 to 1:00".

      (c) Section 10.6 of the Credit Agreement is hereby amended by inserting
immediately after the phrase "principal payments" the new phrase "(other than
Mandatory Recapture Prepayments)" in clause (ii)(B) of Section 10.6.

      (d) Section 10.11 of the Credit Agreement is hereby amended by adding the
following new subsection at the end thereof:

      "(m) additional Investments, provided that such Investments shall not
exceed $100,000 of Investments made during any fiscal year and shall be subject
to the applicable limitations with respect thereto set forth in Section
10.3(e)."

      (e) Section 10.11 of the Credit Agreement is further hereby amended by
deleting the word "and" from the end of Section 10.11(k), and replacing the
period at the end of Section 10.10(1) with the phrase "; and".

      ss.1.10. The Agent. Section 13 of the Credit Agreement is hereby amended
by adding the following new subsections 13.12 and 13.13:

      "ss.13.12. No Rights or Duties of the Documentation Agent. The
Documentation Agent, as such, shall have no rights and no duties or
responsibilities under this Credit Agreement."

      "ss.13.13. The Administrative Agent. References to the Agent in this
Credit Agreement or the other Loan Documents shall be deemed to be references to
the Administrative Agent, and references to the Administrative Agent in this
Credit Agreement or the other Loan Documents shall be deemed to be references to
the Agent, so that such terms may be used interchangeably herein and therein.

      ss.2. Transitional Arrangements; Allocations. Effective as of the
Effective Date, each Lender shall make such dispositions and arrangements with
each other Lender with respect to the then outstanding Revolving Credit Loans
(the "Adjustment") as shall result in the amount of Revolving Credit Loans owed
to each Lender being equal to the product of such Lender's Commitment Percentage
multiplied by the aggregate Revolving Credit Loans outstanding on the

<PAGE>
                                      -9-


Effective Date (the "Adjusted Amount"). Each of the Borrowers and the Guarantors
hereby agrees that each Lender's Adjusted Amount shall be Revolving Credit Loans
owed by the Borrowers jointly and severally to such Lender as if such Lender had
initially made Revolving Credit Loans to the Borrowers in the amount of the
Adjusted Amount. The Borrowers also hereby jointly and severally agree to pay
all amounts referred to in ss.4.12 of the Credit Agreement arising in connection
with the Adjustment (as if the Adjustment resulted in prepayments of the
Revolving Credit Loans reallocated pursuant to the Adjustment). Upon the
occurrence of the Adjustment, (a) the Agent shall appropriately adjust its
records to reflect each Lender's Adjusted Amount and (b) each of the Lenders
shall promptly thereafter return to the Agent its existing Revolving Credit Note
or Amended and Restated Revolving Credit Note, as the case may be, as replaced
by an Amended and Restated Revolving Credit Note in connection with this
Amendment and the contemplated reallocation of the Revolving Credit Commitment
Amount. The Lenders shall make any appropriate adjustments in payments received
in respect of the Obligations which are allocable to periods prior to the
Effective Date directly among themselves as shall be necessary to effect the
proper allocation of such payments among the Lenders, reflecting their
respective portions of the applicable Obligations held by them from time to
time.

      ss.3. Representations and Warranties.

      ss.3.1. Borrowers' Representations and Warranties. The Borrowers hereby
represent and warrant to the Agent and the Lenders as follows:

      (a)   Representations and Warranties in Credit Agreement. Except as
            specified in writing by the Borrowers to the Agent with respect to
            the subject matter of this Amendment prior to the execution and
            delivery hereof by the Agent and the Lenders, the representations
            and warranties of the Borrowers contained in the Credit Agreement
            were true and correct in all material respects when made and
            continue to be true and correct in all material respects on and as
            of the date hereof, and as of the Effective Date, except, in each
            case to the extent of changes resulting from transactions
            contemplated or permitted by the Loan Documents and this Amendment
            and changes occurring in the ordinary course of business which
            singly or in the aggregate are not materially adverse, and to the
            extent that such representations and warranties relate expressly to
            an earlier date.

      (b)   Authority No Conflicts, Enforceability of Obligations, Etc. Each of
            the Borrowers hereby confirms that the representations and
            warranties of the Borrowers contained in ss.6.1, 6.3 and 6.4 of the
            Credit Agreement are true and correct on and as of the date hereof,
            and as of the Effective Date, as if made on each such date, treating
            this Amendment, the Credit Agreement as amended hereby, and the
            other Loan Documents as amended hereby, as "Loan Documents" for the
            purposes of making said representations and warranties.

<PAGE>
                                      -10-


      ss.4. Conditions to Effectiveness. This Amendment shall be deemed to be
effective as of May 20, 1999 (the "Effective Date"), subject to:

      (a) the delivery to the Agent and the Lenders by (or on behalf of) each of
the Borrowers or the Guarantors, as the case may be, contemporaneously with the
execution hereof, of the following documents, each in form and substance
satisfactory to the Agent and the Lenders:

      (i)   this Amendment signed by each of the Borrowers, each of the
            Guarantors, the Agent, and each of the Lenders;

      (ii)  an Amended and Restated Revolving Credit Note executed and delivered
            jointly and severally by the Borrowers in favor of each Lender in
            the amounts of its respective Commitment Percentage of the aggregate
            Revolving Credit Commitment Amount, which shall (from and after the
            Effective Date) be deemed to constitute the Revolving Credit Notes
            held by such Persons as referred to in the Credit Agreement;

      (iii) an Amended and Restated Term Note executed and delivered jointly and
            severally by the Borrowers in favor of each Lender in the amounts of
            its respective Term Loan Percentage of the Term Loan, which shall
            (from and after the Effective Date) be deemed to constitute the Term
            Notes held by such Persons as referred to in the Credit Agreement;

      (iv)  certificates of an appropriate officer of each of the Borrowers,
            dated as of the date hereof, as to (i) the charter documents and
            by-laws, each as amended, of each of the Borrowers, (ii) the
            corporate actions taken by each of the Borrowers authorizing the
            execution. delivery, and performance hereof, and (iii) the names,
            titles, incumbency, and specimen signatures of the officers of each
            of the Borrowers authorized to sign this Amendment on behalf of each
            of the Borrowers;

      (v)   a favorable written legal opinion addressed to the Agent and
            Lenders, dated as of the date hereof, from outside counsel to the
            Borrowers, with respect to such matters as to the Borrowers and the
            Loan Documents as the Agent and the Lenders may reasonably request,
            including (without limitation) opinions as to the corporate
            authority of each of the Borrowers to execute, deliver, and perform
            this Amendment, the Notes, and the other documents contemplated
            hereby, and the enforceability hereof and thereof;

      (vi)  such evidence as the Agent may reasonably request such that the
            Agent shall be satisfied that the representations and warranties
            contained in ss.3 hereof are true and correct on and as of date
            hereof and as of the Effective Date;

      (vii) legal existence and good standing certificates issued by the
            appropriate public officials as to each of the Borrowers, and such
            other certificates, documents, or instruments with respect to this
            Amendment, the Notes, the other Loan Documents, the Borrowers, and
            the Guarantors as the Agent or any of the Lenders may reasonably
            request;

<PAGE>
                                      -11-


      (viii) separate fee letters from the Borrowers to each of the Lenders, as
            separately agreed with each of them; and

      (b) the completion of the following acts:

      (i)   the payment of such fees by the Borrowers, relating hereto, as shall
            have been previously, separately agreed by the parties, to be paid
            to the Agent, for allocation between the Agent and the Documentation
            Agent in such respective amounts as so agreed with each such person;

      (ii)  the payment by the Borrowers of such fees, relating hereto, as shall
            have been previously, separately agreed to by the parties, to be
            paid to the Agent, for allocation among the Lenders in such
            respective amounts as so agreed `with each Lender; and

      (iii) the Borrowers shall have repaid in full the previously-advanced Term
            Loan as referred to in the Tenth Amendment to the Credit Agreement
            (together with all accrued and unpaid interest owing thereon) prior
            to or on the Effective Date, such that the Lenders shall have loaned
            to the Borrowers hereunder on the Effective Date in accordance with
            their respective Term Loan Percentages, as affected by this
            Amendment, and the Borrowers shall have borrowed hereunder on the
            Effective Date, a new term loan on the Effective Date in the
            aggregate principal amount of $25,000,000 (which new term loan
            shall, from and after the Effective Date, be deemed to be the "Term
            Loan" referred to in the Credit Agreement);

      ss.5. No Other Amendments or Waivers; Execution in Counterparts. Except as
otherwise expressly provided by this Amendment, all of the terms, conditions and
provisions of the Credit Agreement and the other Loan Documents shall remain in
full force and effect. Each of the Borrowers and the Guarantors confirms and
agrees that the Obligations of the Borrowers to the Lenders under the Loan
Documents, as amended, supplemented and increased hereby, are secured by,
guarantied under, and entitled to the benefits, of the Security Documents. The
Borrowers, the Guarantors, the Agent and the Lenders hereby acknowledge and
agree that all references to the Credit Agreement and the Obligations thereunder
contained in any of the Loan Documents shall be references to the Credit
Agreement and the Obligations, as amended hereby and as the same may be amended,
modified, supplemented, or restated from time to time. The Security Documents
and the perfected first priority security interests of the Lenders thereunder as
collateral security for the Obligations shall continue in full force and effect,
and the collateral security and guaranties provided for in the Security
Documents shall not be impaired by this Amendment. This Amendment may be
executed in any number of counterparts, but all such counterparts shall together
constitute but one instrument. In making proof of this Amendment it shall not be
necessary to produce or account for more than one counterpart signed by each
party hereto by and against which enforcement hereof is sought.

      ss.6. Return of Notes. Promptly upon the effectiveness of this Amendment,
each Lender holding a Revolving Credit Note or Term Note previously delivered to
such Lender under the Credit Agreement (prior to giving effect to this
Amendment) that has been superseded and replaced by a Revolving Credit Note or
Term Note delivered to such Lender

<PAGE>
                                      -12-


pursuant to this Amendment shall return such superseded note, marked
"cancelled", to the Borrowers.

      ss.7. Governing Law. This Amendment shall be construed according to and
governed by the internal laws of the Commonwealth of Massachusetts without
reference to principles of conflicts of law.

<PAGE>
                                      -13-


      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized.

                                   The Borrowers:

                                   MORTON'S RESTAURANT GROUP, INC.
                                   PEASANT HOLDING CORP.
                                   MORTON'S OF CHICAGO, INC.

                                   By: /s/ Thomas J. Baldwin
                                       -----------------------------------------
                                   Name:  Thomas J. Baldwin
                                   Title: Executive Vice President and Chief
                                          Financial Officer


                                   BANKBOSTON, N.A. (formerly known as The First
                                   National Bank of Boston), for itself and as
                                   Administrative Agent

                                   By:
                                       -----------------------------------------
                                   Name:
                                         ---------------------------------------
                                   Title:
                                          --------------------------------------


                                   FIRST UNION NATIONAL BANK, for itself and
                                   as Documentation Agent

                                   By:
                                       -----------------------------------------
                                   Name:
                                         ---------------------------------------
                                   Title:
                                          --------------------------------------


                                   IMPERIAL BANK

                                   By:
                                       -----------------------------------------
                                   Name:
                                         ---------------------------------------
                                   Title:
                                          --------------------------------------

                                   Consented and agreed to, by each off
                                   THE GUARANTORS (as defined in the Credit
                                   Agreement)

                                   By: /s/ Thomas J. Baldwin
                                       -----------------------------------------
                                   Name:  Thomas J. Baldwin
                                   Title: Executive Vice President and Chief
                                          Financial Officer for each of the
                                          Guarantors
<PAGE>
                                      -13-


      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized.

                                   The Borrowers:

                                   MORTON'S RESTAURANT GROUP, INC.
                                   PEASANT HOLDING CORP.
                                   MORTON'S OF CHICAGO, INC.

                                   By:
                                       -----------------------------------------
                                   Name:  Thomas J. Baldwin
                                   Title: Executive Vice President and Chief
                                          Financial Officer


                                   BANKBOSTON, N.A. (formerly known as The First
                                   National Bank of Boston), for itself and as
                                   Administrative Agent

                                   By: /s/ Christopher Holtz
                                       -----------------------------------------
                                   Name:  CHRISTOPHER HOLTZ
                                   Title: VICE PRESIDENT


                                   FIRST UNION NATIONAL BANK, for itself and
                                   as Documentation Agent

                                   By:
                                       -----------------------------------------
                                   Name:
                                         ---------------------------------------
                                   Title:
                                          --------------------------------------


                                   IMPERIAL BANK

                                   By:
                                       -----------------------------------------
                                   Name:
                                         ---------------------------------------
                                   Title:
                                          --------------------------------------

                                   Consented and agreed to, by each off
                                   THE GUARANTORS (as defined in the Credit
                                   Agreement)

                                   By:
                                       -----------------------------------------
                                   Name:  Thomas J. Baldwin
                                   Title: Executive Vice President and Chief
                                          Financial Officer for each of the
                                          Guarantors
<PAGE>
                                      -13-


      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized.

                                   The Borrowers:

                                   MORTON'S RESTAURANT GROUP, INC.
                                   PEASANT HOLDING CORP.
                                   MORTON'S OF CHICAGO, INC.

                                   By:
                                       -----------------------------------------
                                   Name:  Thomas J. Baldwin
                                   Title: Executive Vice President and Chief
                                          Financial Officer


                                   BANKBOSTON, N.A. (formerly known as The First
                                   National Bank of Boston), for itself and as
                                   Administrative Agent

                                   By:
                                       -----------------------------------------
                                   Name:
                                         ---------------------------------------
                                   Title:
                                          --------------------------------------


                                   FIRST UNION NATIONAL BANK, for itself and
                                   as Documentation Agent

                                   By: /s/ Joel Thomas
                                       -----------------------------------------
                                   Name:  Joel Thomas
                                   Title: Vice President


                                   IMPERIAL BANK

                                   By:
                                       -----------------------------------------
                                   Name:
                                         ---------------------------------------
                                   Title:
                                          --------------------------------------

                                   Consented and agreed to, by each off
                                   THE GUARANTORS (as defined in the Credit
                                   Agreement)

                                   By:
                                       -----------------------------------------
                                   Name:  Thomas J. Baldwin
                                   Title: Executive Vice President and Chief
                                          Financial Officer for each of the
                                          Guarantors
<PAGE>
                                      -13-


      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized.

                                   The Borrowers:

                                   MORTON'S RESTAURANT GROUP, INC.
                                   PEASANT HOLDING CORP.
                                   MORTON'S OF CHICAGO, INC.

                                   By:
                                       -----------------------------------------
                                   Name:  Thomas J. Baldwin
                                   Title: Executive Vice President and Chief
                                          Financial Officer


                                   BANKBOSTON, N.A. (formerly known as The First
                                   National Bank of Boston), for itself and as
                                   Administrative Agent

                                   By:
                                       -----------------------------------------
                                   Name:
                                         ---------------------------------------
                                   Title:
                                          --------------------------------------


                                   FIRST UNION NATIONAL BANK, for itself and
                                   as Documentation Agent

                                   By:
                                       -----------------------------------------
                                   Name:
                                         ---------------------------------------
                                   Title:
                                          --------------------------------------


                                   IMPERIAL BANK

                                   By: /s/ Paula J. Barysauskas
                                       -----------------------------------------
                                   Name:  PAULA J. BARYSAUSKAS
                                   Title: VICE PRESIDENT

                                   Consented and agreed to, by each off
                                   THE GUARANTORS (as defined in the Credit
                                   Agreement)

                                   By:
                                       -----------------------------------------
                                   Name:  Thomas J. Baldwin
                                   Title: Executive Vice President and Chief
                                          Financial Officer for each of the
                                          Guarantors