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                     AMENDED AND RESTATED PROMISSORY NOTE

                                                       Dated as of Mar. 17, 1999
$3,000,000.00                                                Scottsdale, Arizona

    THIS AMENDED AND RESTATED PROMISSORY NOTE (this "Note") executed by 
BERTOLINI'S AT VILLAGE SQUARE, INC., a Delaware corporation ("Debtor"), 
amends and restates that certain PROMISSORY Note dated as of December 30, 
1998 in the principal amount of $3,000,000.00, payable to FFCA ACQUISITION 
CORPORATION, a Delaware corporation ("FFCA").

    Debtor, for value received, hereby promises to pay to FFCA, whose address 
is 17207 North Perimeter Drive, Scottsdale, Arizona 85255, or order, on or 
before April 1, 2019 (the "Maturity Date"), as herein provided, the principal 
sum of THREE MILLION AND 00/100 DOLLARS ($3,000,000.00), and to pay interest 
on the unpaid principal amount of this Note from the date hereof to the 
Maturity Date at the rate of 8.0570% per annum on the basis of a 360-day year 
of twelve 30-day months, such principal and interest to be paid in 
immediately available funds and in lawful money of the United States.

    Initially capitalized terms which are not otherwise defined in this Note 
shall have the meanings set forth in that certain Loan Agreement dated as of 
December 30, 1998 between Debtor and FFCA, as such agreement may be amended 
from time to time (the "Loan Agreement").

    Interest on the principal amount of this Note for the period commencing 
with the date set forth above through the last day in the month in which this 
Note is dated shall be due and payable upon delivery of this Note.  
Thereafter, principal and interest shall be payable in consecutive monthly 
installments of TWENTY-FIVE THOUSAND ONE-HUNDRED NINETY-NINE AND 73/100 
DOLLARS ($25,199.73) commencing on May 1, 1999, and continuing on the first 
day of each month thereafter until the Maturity Date, at which time, the 
outstanding principal and unpaid accrued interest shall be due and payable.

    Prior to the fifth anniversary of this Note, Debtor may not prepay this 
Note.  From and after the fifth anniversary of this Note, Debtor may prepay 
this Note in full, but not in part, including all accrued but unpaid interest 
hereunder and all sums advanced by FFCA pursuant to the Loan Documents which 
secure this Note, provided that (i) an Event of Default shall not have 
occurred under this Note, (ii) any such prepayment shall only be made on a 
regularly scheduled payment date upon not less than 30 days prior written 
notice from Debtor to FFCA, and (iii) any such prepayment shall be made 
together with payment of a prepayment premium equal to:

         (a)  5% of the amount prepaid if the prepayment is made on or 
    following the fifth anniversary of this Note but prior to the sixth 
    anniversary of this Note;

         (b)  4% of the amount prepaid if the prepayment is made on or 
    following the sixth anniversary of this Note but prior to the seventh 
    anniversary of this Note;

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         (c)  3% of the amount prepaid if the prepayment is made on or 
    following the seventh anniversary of this Note but prior to the eighth 
    anniversary of this Note;

         (d)  2% of the amount prepaid if the prepayment is made on or 
    following the eighth anniversary of this Note but prior to the ninth 
    anniversary of this Note; and

         (e)  1% of the amount prepaid if the prepayment is made on or 
    following the ninth anniversary of this Note but prior to the tenth 
    anniversary of this Note.

If this Note is prepaid on or following the tenth anniversary of this Note 
there shall be no prepayment premium.

    The foregoing prepayment premium shall be due and payable if this Note is 
prepaid prior to the tenth anniversary of this Note regardless of whether 
such prepayment is the result of a voluntary prepayment by Debtor or as a 
result of FFCA declaring the unpaid principal balance of this Note, accrued 
interest and all other sums due under this Note and any Loan Documents which 
secure this Note, due and payable in accordance with the provisions of this 
Note (the "Acceleration"); provided, however, the prohibition on prepayment 
and such prepayment premium shall not be applicable with respect to a 
prepayment of this Note as a result of the application of casualty or 
condemnation proceeds as contemplated by the Mortgage. If this Note is 
prepaid as a result of an Acceleration prior to the fifth anniversary of this 
Note, a prepayment premium of 5% of the principal amount prepaid shall be due 
and payable to FFCA by Debtor at the time of such prepayment.

    Upon execution of this Note, Debtor shall establish arrangements whereby 
all payments of principal and interest hereunder are transferred by wire or 
other means directly from Debtor's bank account to such account as FFCA may 
designate or as FFCA may otherwise designate. Each payment of principal and 
interest hereunder shall be applied first toward any past due payments under 
this Note (including payment of all Costs (as herein defined)), then to 
accrued interest, and the balance, after the payment of such accrued 
interest, if any, shall be applied to the unpaid principal balance of this 
Note; provided, however, each payment hereunder after an Event of Default has 
occurred under this Note shall be applied as FFCA in its sole discretion may 
determine.

    This Note is secured by the Mortgage and guaranteed by the Guarantor 
pursuant to the Guaranty. An "Event of Default" shall be deemed to have 
occurred under this Note if (a) any principal, interest or other monetary sum 
certain due under this Note is not paid within five days after the date when 
due and FFCA shall have given Debtor notice thereof and a period of seven 
days from the delivery of such notice shall have elapsed without such 
past-due sum being paid, or (b) an Event of Default (as defined under any of 
the Loan Documents).

    During the continuation of an Event of Default under this Note, then, 
time being of the essence hereof, FFCA may declare the entire unpaid 
principal balance of this Note, accrued interest, if any, and all other sums 
due under this Note and any Loan Documents which secure this Note, due and 
payable at once without notice to Debtor.

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    All past-due principal and/or interest shall bear interest from the due 
date to the date of actual payment at the lesser of the highest rate for 
which the undersigned may legally contract, or the rate of 13% per annum (the 
"Default Rate"), and such Default Rate shall continue to apply following a 
judgment in favor of FFCA under this Note, provided, however, the Default 
Rate shall not be applicable if all past due principal and/or interest is 
paid in full within the notice and cure periods provided for in the Loan 
Agreement.

    All payments of principal and interest due hereunder shall be made (i) 
without deduction of any present and future taxes, levies, imposts, 
deductions, charges or withholdings, which amounts shall be paid by Debtor, 
and (ii) without any other right of abatement, reduction, setoff, defense, 
counterclaim, interruption, deferment or recoupment for any reason 
whatsoever.  Debtor will pay the amounts necessary (such amounts are hereby 
deemed not to include income taxes, gross receipts taxes, transfer taxes and 
corporate taxes) such that the gross amount of the principal and interest 
received by FFCA is not less than that required by this Note.

    No delay or omission on the part of FFCA in exercising any remedy, right 
or option under this Note shall operate as a waiver of such remedy, right or  
option.  In any event, a waiver on any one occasion shall not be construed as 
a waiver or bar to any such remedy, right or option on a future occasion.

    Debtor hereby waives presentment, demand for payment, notice of dishonor, 
notice of protest, and protest, notice of intent to accelerate, notice of 
acceleration and all other notices or demands in connection with delivery, 
acceptance, performance, default or endorsement of this Note.

    All notices, consents, approvals or other instruments required or 
permitted to be given by either party pursuant to this Note shall be in 
writing and given by (i) hand delivery, (ii) facsimile, (iii) express 
overnight delivery service or (iv) certified or registered mail, return 
receipt requested, and shall be deemed to have been delivered upon (a) 
receipt, if hand delivered, (b) transmission, if delivered by facsimile, (c) 
the next business day, if delivered by express overnight delivery service, 
or (d) the third business day following the day of deposit of such notice 
with the United States Postal Service, if sent by certified or registered 
mail, return receipt requested.  Notices shall be provided to the parties and 
addresses (or facsimile numbers, as applicable) specified below:

         If to Debtor:                 Mr. Thomas Baldwin
                                       Bertolini's At Village Square, Inc.
                                       3333 New Hyde Park Road
                                       New Hyde Park, NY 11042
                                       Telephone:    (516) 627-1515
                                       Telecopy:     (516) 627-2050


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            with a copy to:        David Gruber, Esq.
                                   Salamon, Gruber, Newman and Blaymore
                                   Suite 102
                                   97 Powerhouse Road
                                   Roslyn Heights, NY 11577
                                   Telephone:  (516) 625-1700
                                   Telecopy:   (516) 625-1795


            If to FFCA:            Dennis L. Ruben, Esq.
                                   Executive Vice President and General Counsel
                                   FFCA Acquisition Corporation
                                   17207 North Perimeter Drive
                                   Scottsdale, AZ 85255
                                   Telephone:  (602) 585-4500
                                   Telecopy:   (602) 585-2226

or to such other address or such other person as either party may from time to 
time hereafter specify to the other party in a notice delivered in the manner 
provided above.

     Should any indebtedness represented by this Note be collected at law or 
in equity, or in bankruptcy or other proceedings, or should this Note be 
placed in the hands of attorneys for collection after default, Debtor shall 
pay, in addition to the principal and interest due and payable hereon, all 
costs of collecting or attempting to collect this Note (the ""Costs''), 
including reasonable attorneys' fees and expenses of FFCA (including those 
fees and expenses incurred in connection with any appeal and those of FFCA's 
in-house counsel) whether or not a judicial action is commenced by FFCA.

     This Note may not be amended or modified except by a written agreement 
duly executed by Debtor and FFCA. In case any one or more of the provisions
contained in this Note shall be held to be invalid, illegal or unenforceable 
in any respect, such invalidity, illegality or unenforceability shall not 
affect any other provision of this Note, and this Note shall be construed as 
if such provision has never been contained herein or therein.

     Notwithstanding anything to the contrary contained in any of the Loan 
Documents, the obligations of Debtor to FFCA under this Note and any other 
Loan Documents are subject to the limitation that payments of interest and 
late charges to FFCA shall not be required to the extent that receipt of any 
such payment by FFCA would be contrary to provisions of applicable law 
limiting the maximum rate of interest that may be charged or collected by 
FFCA. The portion of any such payment received by FFCA that is in excess of 
the maximum interest permitted by such provisions of law shall be credited to 
the principal balance of this Note or if such excess portion exceeds the 
outstanding principal balance of this Note, then such excess portion shall be 
refunded to Debtor. All interest paid or agreed to be paid to FFCA shall, to 
the extent permitted by applicable law, be amortized, prorated, allocated 
and/or spread throughout the full term of this Note (including, without 
limitation, the period of any renewal or extension thereof) so that interest 
for such full term shall not exceed the maximum amount permitted by 
applicable law.


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     It is the intent of the parties hereto that the business relationship 
created by this Note and the other Loan Documents is solely that of creditor 
and debtor and has been entered into by both parties in reliance upon the 
economic and legal bargains contained in the Loan Documents. None of the 
agreements contained in the Loan Documents is intended, nor shall the same be 
deemed or construed, to create a partnership between FFCA and Debtor, to make 
them joint venturers, to make Debtor an agent, legal representative, partner, 
subsidiary or employee of FFCA, nor to make FFCA in any way responsible for 
the debts, obligations or losses of Debtor. Debtor acknowledges that FFCA (or 
any Affiliate of FFCA) and Franchisor are not affiliates, agents, partners or 
joint venturers, nor do they have any other legal, representative or 
fiduciary relationsihp other than debtor/creditor and/or landlord/tenant 
relationsips unrelated to the transactions contemplated by the Loan Documents.

     FFCA, by accepting this Note, and Debtor acknowledge and warrant to each 
other that each has been represented by independet counsel and Debtor has 
executed this Note after being fully advised by said counsel as to the effect 
and significance. This Note shall be interpreted and construed in a fair and 
impartial manner without regard to such factors as the party which prepared 
the instrument, the relative bargaining powers of the parties or the domicile 
of any party.

     Time is of the essence in the performance of each and every obligation 
under this Note.

     Debtor acknowledges that this Note was substantially negotiated in the 
State of Arizona, the executed Note was delivered in the State of Arizona, 
all payments under this Note will be delivered in the State of Arizona and 
there are substantial contacts between the parties and the transactions 
contemplated herein and the State of Arizona. For purposes of any action or 
proceeding arising out of this Note, the parties hereto expressly submit to 
the jurisdiction of all federal and state courts located in the State of 
Arizona. Debtor consents that it may be served with any process or paper by 
registered mail or by personal service within or without the State of Arizona 
in accordance with applicable law. Furthermore, Debtor waives and agrees not 
to assert in any such action, suit or proceeding that it is not personally 
subject to the jurisidiction of such courts, that the action, suit or 
proceeding is brought in an inconvenient forum or that venue of the action, 
suit or proceeding is improper. It is the intent of Debtor and FFCA that all 
provisions of this Note shall be governed by and construed under the laws of 
the State of Arizona. Nothing contained in this paragraph shall limit or 
restrict the right of FFCA to commence any proceeding in the federal or state 
courts located in the state in which the Premises is located to the extent 
FFCA deems such proceeding necessary or advisable to exercise remedies 
available under the Loan Documents.

     FFCA, BY ACCEPTING THIS NOTE, AND DEBTOR HEREBY KNOWINGLY, VOLUNTARILY 
AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY WITH 
RESPECT TO ANY AND ALL ISSUES PRESENTED IN ANY ACTION, PROCEEDING, CLAIM OR 
COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER OR ITS 
SUCCESSORS WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION WITH 
THIS NOTE, THE RELATIONSHIP OF FFCA AND DEBTOR, DEBTOR'S USE OR OCCUPANCY OF 
THE PREMISES, AND/OR ANY CLAIM FOR INJURY OR DAMAGE, OR ANY EMERGENCY



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OR STATUTORY REMEDY. THIS WAIVER BY THE PARTIES HERETO OF ANY RIGHT EITHER 
MAY HAVE TO A TRIAL BY JURY HAS BEEN NEGOTIATED AND IS AN ESSENTIAL ASPECT OF 
THEIR BARGAIN. FURTHERMORE, DEBTOR AND FFCA HEREBY KNOWINGLY, VOLUNTARILY AND 
INTENTIONALLY WAIVE THE RIGHT THEY MAY HAVE TO SEEK PUNITIVE, CONSEQUENTIAL 
AND INDIRECT DAMAGES FROM THE OTHER PARTY WITH RESPECT TO ANY AND ALL 
ISSUES PRESENTED IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY 
THEM AGAINST THE OTHER PARTY HERETO OR ITS SUCCESSORS WITH RESPECT TO ANY 
MATTER ARISING OUT OF OR IN CONNECTION WITH THIS NOTE OR ANY DOCUMENT 
CONTEMPLATED HEREIN OR RELATED HERETO. THE WAIVER BY DEBTOR AND FFCA OF ANY 
RIGHT THEY MAY HAVE TO SEEK PUNITIVE, CONSEQUENTIAL AND INDIRECT DAMAGES HAS 
BEEN NEGOTIATED BY THE PARTIES HERETO AND IS AN ESSENTIAL ASPECT OF THEIR 
BARGAIN.

     This obligation shall bind Debtor and its successors and assigns, and 
the benefits hereof shall inure to FFCA and its successors and assigns. FFCA 
may assign its rights under this Note as set forth in the Loan Agreement.


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<PAGE>


     IN WITNESS WHEREOF, Debtor has executed and delivered this Note 
effective as of the date first set forth above.



                                          DEBTOR:

                                          BERTOLINI'S AT VILLAGE SQUARE, INC.,
                                          a Delaware corporation



                                          By: /s/ THOMAS J. BALDWIN
                                              ---------------------------------
                                          Printed Name    Thomas J. Baldwin
                                                       ------------------------
                                          Its           EVP & CFO
                                              ---------------------------------


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