FOURTH AMENDED AND RESTATED RESTRICTED STOCK AGREEMENT


                  THIS  AGREEMENT  is made and  entered  into as of January  12,
1996, by and among La Salsa Holding Co., a Delaware corporation (the "Company"),
Howdy S. Kabrins  ("Kabrins"  or the  "Founder"),  La Salsa,  Inc., a California
corporation  ("La  Salsa"),   InterWest   Partners  IV,  a  California   limited
partnership ("InterWest"),  Sienna Holdings, Inc., a California corporation,  as
Nominee  ("Nominee"),   Sienna  Limited  Partnership  I,  a  California  limited
partnership  ("Sienna") and the other persons and entities  listed on Schedule 1
hereto  (Kabrins,  La Salsa,  InterWest,  Nominee,  Sienna and such  persons and
entities are collectively referred to as the "Stockholders" or individually each
may be referred to as a "Stockholder") for the purpose of amending and restating
in its entirety the Third Amended Agreement (as defined below).

                  WHEREAS,  the parties  believe that it is in the best interest
of the Company and the  Stockholders  to provide for certain  limitations on the
future  disposition  of the shares of capital  stock of the Company  held by the
Stockholders;

                  WHEREAS,  in  connection  with the  transactions  contemplated
under that certain Asset and Stock  Purchase and  Reorganization  Agreement (the
"Asset  Purchase  Agreement"),  dated as of  February  19,  1992,  by and  among
Kabrins,  the Company, La Salsa and the other parties named therein, the parties
desired to restrict the sale, transfer,  pledge,  assignment,  or encumbrance of
the shares of capital stock of the Company owned by the Stockholders pursuant to
a  Restricted  Stock  Agreement  dated  as  of  March  4,  1992  (the  "Original
Agreement");

                  WHEREAS, as of August 26, 1992, Charles A. Lynch and Michael
E. Kassan ("Kassan") became parties to the Original Agreement;

                  WHEREAS,   the  parties  amended  and  restated  the  Original
Agreement in connection with the Series B Convertible  Preferred Stock financing
of the Company  pursuant to an Amended and Restated  Restricted  Stock Agreement
dated as of May 12, 1993 (the "Amended Agreement");

                  WHEREAS,   the  parties  amended  the  Amended   Agreement  in
connection with the termination of Kabrins'  employment with the Company and the
grant of certain franchise rights related to the Company's  restaurants pursuant
to the First Amendment to Amended and Restated  Restricted Stock Agreement dated
as of March 18, 1994;

                  WHEREAS,   the  parties   amended  and  restated  the  Amended
Agreement in connection with the Series D Convertible  Preferred Stock financing
of the  Company  pursuant  to a Second  Amended and  Restated  Restricted  Stock
Agreement dated as of March 3, 1995 (the "Second Amended Agreement");

<PAGE>

                  WHEREAS,  the parties amended the Second Amended  Agreement in
connection  with the  transfer  of  certain  shares by Kabrins  pursuant  to the
Amendment No. 1 to Second Amended and Restated  Restricted Stock Agreement dated
as of October 12, 1995 (the "Amendment").

                  WHEREAS,  the parties  amended and restated the Second Amended
Agreement,  as amended by the Amendment,  in connection with the issuance of the
Company's  Class B Common  Stock and the  transfer of certain  shares by Kabrins
pursuant to a Third Amended and Restated  Restricted Stock Agreement dated as of
November 14, 1995 (the "Third Amended Agreement");

                  WHEREAS,  the  parties  hereto now desire to amend and restate
the  Third  Amended  Agreement,  in  connection  with the sale and  issuance  of
4,166,667  shares of the Company's  Series D Convertible  Preferred  Stock and a
warrant (the "CDV  Warrant") to purchase an additional  4,729,470  shares of the
Company's Series D Convertible  Preferred Stock to Casual Dining Ventures,  Inc.
("CDV"), to restrict the sale,  transfer,  pledge,  assignment or encumbrance of
the shares of capital stock of the Company or any  securities  convertible  into
Common  Stock of the Company  currently  owned or  subsequently  acquired by the
Stockholders (the "Shares") by executing this Agreement;

                  WHEREAS,  the Third Amended  Agreement may be amended with the
written consent of (i) the holders of at least  two-thirds (2/3) of the Series A
Convertible  Preferred Stock,  Series B Convertible  Preferred  Stock,  Series C
Convertible  Preferred Stock and Series D Convertible  Preferred  Stock,  voting
together as a single class and (ii) the holders of at least  two-thirds (2/3) of
the outstanding shares of Series D Convertible Preferred Stock; and

                  WHEREAS,  the  holders  of at  least  two-thirds  (2/3) of the
Series A Convertible  Preferred  Stock,  Series B Convertible  Preferred  Stock,
Series C Convertible  Preferred Stock and Series D Convertible  Preferred Stock,
voting together as a single class and the holders of at least  two-thirds  (2/3)
of the  outstanding  shares of Series D Convertible  Preferred Stock are parties
hereto.

                  NOW,  THEREFORE,  in consideration of the mutual covenants and
promises set forth herein, the parties hereto agree as follows:

<PAGE>


1. Right of First Refusal on Stockholder Transfers. Before any Shares registered
in the name of a  Stockholder  may be sold or  transferred  to a third  party (a
"Proposed  Transferee"),  including  a  transfer  by  operation  of law or other
involuntary transfer, such Shares shall first be offered to the Company, then to
the other Stockholders, in the following manner:

                  (a) Company Right of First Refusal.

(i)  The Shares shall first be offered to the Company. The Stockholder proposing
     to sell or transfer  Shares (the  "Selling  Stockholder")  shall deliver or
     mail by certified  mail a written  notice (the "Notice") to the Company and
     the other  Stockholders (the "Non-Selling  Stockholders")  stating (i) such
     Selling  Stockholder's bona fide intention to sell or transfer Shares, (ii)
     the  number  of Shares to be sold or  transferred  (which  amount of Shares
     shall be referred to herein as  "Offered  Securities")  and (iii) the price
     for which  such  Selling  Stockholder  proposes  to sell or  transfer  such
     Offered Securities.

(ii) The Company shall have the right,  at any time within  fifteen (15) days of
     receipt of the  Notice,  to  purchase  all,  but not less than all,  of the
     Offered  Securities,  at the price per share specified in the Notice.  Such
     right  shall be  exercised  by written  notice  signed by an officer of the
     Company and delivered or mailed as provided in Section 11(c) hereof,  which
     notice  shall  specify  the  time,  place and date for  settlement  of such
     purchase.

                  (b) Non-Selling Stockholder Right of First Refusal.

(i)  If the Company  elects not to exercise  its right  pursuant to Section 1(a)
     hereof with respect to all of the Offered  Securities,  or if such right is
     not  exercised  within  fifteen  (15) days of  receipt of the Notice by the
     Company, the Selling Stockholder shall notify the Non-Selling  Stockholders
     of such fact within five (5) days after the expiration of such fifteen (15)
     day period.

(ii) Each  Non-Selling  Stockholder  will have an option,  for fifteen (15) days
     after receiving the notice  specified in Section  1(b)(i)  hereof,  to give
     written  notice  to  the  Company  and  the  Selling  Stockholder  of  such
     Non-Selling Stockholder's election to purchase its pro rata portion of all,
     but not less than all, of the Offered  Securities,  which shall be equal to
     the product of (i) the amount of Offered  Securities  multiplied  by (ii) a
     fraction,  the  numerator  of which shall be the number of shares of Common
     Stock  of  the  Company  held  by  such  Non-Selling   Stockholder  (on  an
     as-converted  basis),  and the  denominator of which shall be the aggregate
     number of shares of Common Stock owned by the Non-Selling Stockholders as a
     group (on an  as-converted  basis).  The purchase price at which the Shares
     are offered to the Non-Selling Stockholders shall be the price specified in
     the Notice.

<PAGE>

(iii)If exercised by a Non-Selling  Stockholder  pursuant  hereto,  the right to
     purchase  the Offered  Securities  shall be  exercised  by written  notice,
     signed by such  Non-Selling  Stockholder,  and  delivered  or mailed to the
     Company and the Selling  Stockholder  as provided in Section  11(c) hereof.
     The  exercise  of the option  shall  specify  the time,  place and date for
     settlement of such  purchase,  which shall be consummated at a closing held
     at the  Company  within  ten (10) days after the  expiration  of the notice
     period  specified  in Section  1(b)(ii).  The Company  shall  promptly,  in
     writing, inform each Non-Selling Stockholder which purchases all the shares
     available to it (a "Fully-Exercising Stockholder") of any other Non-Selling
     Stockholder's  failure  to do  likewise.  During  the seven (7) day  period
     commencing  after  receipt  of  such  information,   each  Fully-Exercising
     Stockholder  shall be  entitled  to obtain  that  portion of the Shares for
     which  Non-Selling  Stockholders  were entitled to subscribe but which were
     not  subscribed  for by the  Non-Selling  Stockholders  (the  "Unsubscribed
     Shares")  which is equal to the  product of (i) the amount of  Unsubscribed
     Shares  multiplied by (ii) a fraction,  the numerator of which shall be the
     number  of  shares  of   Common   Stock  of  the   Company   held  by  such
     Fully-Exercising Stockholder (on an as-converted basis), respectively,  and
     the denominator of which shall be the aggregate  number of shares of Common
     Stock  owned by all  Fully-Exercising  Stockholders  who  wish to  purchase
     Unsubscribed Shares (on an as-converted basis).

                  (c)  Permitted  Sales of Refused  Securities.  If neither  the
Company  nor the  Non-Selling  Stockholders  have  purchased  all of the Offered
Securities under their respective  rights of first refusal as described  herein,
the Selling  Stockholder may sell all of the Offered Securities to any person at
the price specified in the Notice or at a higher price,  provided that such sale
or transfer is  consummated  within one hundred twenty (120) days of the date of
the Notice,  and provided  further that any such sale is in accordance  with all
the terms and conditions hereof. If the Selling  Stockholder fails to consummate
the sale or transfer within such one hundred twenty (120) day period, the option
of the Company and the Non-Selling  Stockholders provided hereby shall be deemed
to be revived  with  respect to such  shares and no sale or  transfer  of Shares
shall be effected without first offering the shares in accordance herewith.

                  (d) Exempt Transfers. In addition to the permissible transfers
set forth in Section 6 hereof,  the  rights of first  refusal  herein  shall not
pertain or apply in the case of:

(i)  transfers  in  connection  with a bona  fide  business  acquisition  of the
     Company, whether by merger, consolidation, sale of assets, sale or exchange
     of stock or otherwise; or

<PAGE>
                                      

(ii) transfers  pursuant to a public  offering  registered  under the Securities
     Act.

2.  Co-Sale  Right.  Subject  to the  rights  of  first  refusal  set  forth  in
------------- Section 1 hereof:

                  (a) In the event any of the  Stockholders  receive one or more
bona fide offers  (collectively,  the  "Purchase  Offer")  from a third party to
purchase from such Stockholder (hereinafter referred to in this Section 2 as the
"Selling  Stockholder")  any or  all of its  Shares,  upon  specific  terms  and
conditions  (including  a  specified  purchase  price  payable  in cash or other
property),  then such Stockholder  shall promptly provide to the Company and the
other  Stockholders  written notice of the terms and conditions of such Purchase
Offer  (such  notice is referred to herein as the  "Transfer  Notice"),  and the
following provisions shall apply.

                  (b) Each of the  other  Stockholders  shall  have  the  right,
exercisable  upon  written  notice to the Company  and the  Selling  Stockholder
within  fifteen (15)  business  days after  receipt of the Transfer  Notice,  to
participate  in the  Selling  Stockholder's  sale of such stock  pursuant to the
specified terms and conditions of such Purchase Offer. To the extent one or more
of the other  Stockholders  exercises such right of  participation in accordance
with the terms and conditions  set forth below,  the number of shares of capital
stock which the Selling  Stockholder  may sell pursuant to such  Purchase  Offer
shall be  correspondingly  reduced.  The right of  participation  of each of the
other Stockholders shall be subject to the following terms and conditions:

(i)  Each of the other  Stockholders may sell all or any part, of that number of
     shares of the Company's Common Stock, or shares of the Company's  Preferred
     Stock or other convertible  securities on an as-converted basis, being sold
     by the Selling  Stockholder  equal to the product  obtained by multiplying,
     (x) the aggregate  number of shares of Common Stock covered by the Purchase
     Offer  (assuming  conversion of any Preferred  Stock and other  convertible
     securities)  by (y) a  fraction,  the  numerator  or which is the number of
     shares of such Common  Stock of the  Company  (assuming  conversion  of any
     Preferred Stock and other convertible securities) owned at the time by such
     Stockholder  wishing to  participate,  and the  denominator of which is the
     combined  number  of  shares  of  Common  Stock  of the  Company  (assuming
     conversion of any Preferred Stock and other  convertible  securities) owned
     at the time by the Selling Stockholder and the other Stockholders;

(ii) To the  extent  one of the other  Stockholders  elects not to sell the full
     number of Shares it is entitled to sell pursuant to Section  1(b)(i) above,
     the  other  Stockholders'  rights  to  participate  in the  sale  shall  be
     increased pro rata by a corresponding number of shares; and

<PAGE>

(iii)Each of the other Stockholders  participating in such sale shall effect its
     participation in any such sale by delivering to the Company for transfer to
     the third-party  offeror one or more  certificates,  properly  endorsed for
     transfer,  which represent the number of shares of the capital stock of the
     Company which such Stockholder elects to sell pursuant to this Section 2.

                  (c)  The  stock  certificates  which  the  other  Stockholders
deliver to the Company  pursuant to this Section 2 shall be  transferred  by the
Company to the third-party  offeror in consummation of the sale of the Company's
capital stock being sold pursuant to the terms and  conditions  specified in the
Transfer  Notice,  and the Company shall promptly  thereafter remit to the other
Stockholders  that  portion  of the  proceeds  of the  sale to which  the  other
Stockholders are entitled by reason of their participation in such sale.

                  (d) The  exercise or  non-exercise  of the rights of the other
Stockholders  hereunder  to  participate  in one or more  sales  by the  Selling
Stockholder shall not adversely affect their rights to participate in subsequent
sales by the Selling Stockholder.

                  (e) For purposes of this Section 2 only, the definition of the
term "Stockholder" shall not include FMA High Yield Income L.P., WSIS High Yield
Income L.P.,  WSIS Flexible  Income  Partners  L.P., or any  transferee  thereof
(collectively, "Schroder Wertheim"), unless the number of shares to be purchased
under a Purchase  Offer  exceeds  fifty  percent  (50%) of the then  outstanding
shares of Common Stock of the Company (on an as-converted basis).

3. Right to Purchase.

                  (a) Notwithstanding anything contained in Section 1 or Section
2 of this  Agreement,  if at any time Salsero I, Salsero II and Founder have all
of their  Franchise  Agreements  terminated  by the  Franchisor  as a result  of
Salsero I and/or Salsero II and/or Founder failing to substantially  comply with
their Franchise  Agreements and their failure to diligently  pursue to cure said
deficiencies or breaches, and said termination is accepted by Salsero I, Salsero
II and Founder, in writing,  or said Franchise  Agreements are deemed terminated
by a Court  of  competent  jurisdiction  and  said  judgment  becomes  final  (a
"Termination  Event"),  the Company shall have the right within ninety (90) days
after the date of the Termination Event to purchase all of the Shares then owned
by Founder at the price set forth below.

<PAGE>

For purposes of this Section 3, "Personal  Representative" shall mean the person
or  persons,  including  any  bank or  trust  company,  who  shall  be the  duly
appointed,  qualified,  and acting  executor or  executors  of the last will and
testament  of  the  Founder,  or  the  duly  appointed,  qualified,  and  acting
administrator,  administrator with the will annexed, or administrator to collect
of the estate of the Founder.

                  (b) Within  ninety  (90) days after the date of a  Termination
Event,  the Company  shall have the right to: (i) first,  purchase  all, but not
less than all,  of the  Shares  held by the  Founder  by giving  written  notice
thereof to the Founder, or his Personal Representative,  as the case may be; and
(ii) second,  purchase some, but not all of the Shares held by Founder and offer
to the other Stockholders those Shares held by Founder the Company elects not to
purchase (the "Available Shares").  If the Company elects to purchase all of the
Founder's  Shares,  the  notice  shall  specify a date for the  closing  of such
purchase  which shall be not more than  thirty  (30) days after the  Termination
Event.

                  (c) If the Company  elects not to  purchase  all of the Shares
held by the  Founder,  the  Company  shall,  within  ninety (90) days after such
Termination Event,  notify the Founder, or his Personal  Representative,  as the
case may be, and all other Stockholders  (hereinafter in this Section 3 referred
to  individually  and  collectively  as the  "Offerees"),  that it  will  not be
purchasing  all of the Shares of such  Founder.  Such notice shall  indicate the
number of Shares (if any) the Company will  purchase and the number of Available
Shares. The Offerees shall then have the option,  exercisable within thirty (30)
days after  receipt of such notice from the  Company,  to purchase  all, but not
less than all, of the  Available  Shares of the Founder,  in proportion to their
respective  ownership of the  Company's  capital  Stock at the time,  and to the
extent one of the other  Offerees  elects  not to  purchase  the full  number of
Shares it is entitled  to purchase  pursuant  to this  Section  3(c),  the other
Offerees rights to participate in such purchase shall be increased pro rata by a
corresponding  number of shares. The option set forth in this Section 3(c) shall
be exercised by written  notice from the Offerees  given to the Founder,  or his
Personal Representative,  as the case may be, and the Company within thirty (30)
days after receipt of such notice from the Company.  Said notice shall specify a
date for the  closing of the  purchase  which shall be not more than thirty (30)
days after receipt of the notice by the Company. The purchase price per share at
which  the  Offerees  may  purchase  said  Available  Shares,  and the terms and
conditions of such purchase,  shall be the same as the price per share,  and the
terms and  conditions,  at which the Company  may  purchase  Shares  pursuant to
Sections 3(b), 3(d) and 3(e) hereof.  If the Company and/or one or more Offerees
are purchasing  Shares pursuant hereto,  the closings of such purchases shall be
simultaneous  and shall be conditioned  on one another.  If at the end of thirty
(30) days after  receipt of such notice from the Company,  the Offerees have not
committed  to  purchase  all of the  Available  Shares,  then the  rights of the
Company  and  the  Offerees  under  Sections  3(b)  and  3(c)  herein  shall  be
terminated.

<PAGE>

                  (d) The price of the Shares being  purchased  pursuant to this
Section  3 will be equal  to the fair  market  value  of such  Shares  as of the
Termination Date, which value will be determined by mutual agreement between the
Company and the  Founder,  or his Personal  Representative,  as the case may be;
provided,  however,  that in the event that such mutual agreement is not reached
within  thirty (30) days after the  exercise  by the Company or the  Offerees of
their purchase rights hereunder (the "Exercise Date"),  the fair market value of
such Shares shall be  determined  through an appraisal by an  independent  third
party mutually acceptable to such parties. In the event that such parties cannot
agree on an independent  third party appraiser within forty-five days after such
Exercise Date, the Founder, or his Personal Representative,  as the case may be,
shall select one (1) appraiser,  and the Company, or Offerees who are purchasing
a majority of the Shares,  as the case may be, shall  select one (1)  appraiser,
both  selections  to be made within  sixty (60) days after such  Exercise  Date.
These two  appraisers  shall submit their  respective  valuations for the Shares
within  thirty  (30)  days  after  their  selection.  If the  higher  of the two
valuations is within 10% of the lower,  the average of such  valuations  will be
deemed the fair  market  value of the  shares in  question.  Otherwise,  the two
appraisers  shall select a third  appraiser who shall submit a valuation  within
sixty (60) days of the  selection of the two initial  appraisers.  At that time,
the valuation  submitted  which  deviates the most from the average of the three
valuations shall be disregarded, and the average of the remaining two valuations
shall be  deemed  to be the  applicable  fair  market  value.  In the  event the
valuation of such Shares is determined by appraisal,  the cost of such appraisal
shall be borne by the party who appointed the appraiser whose valuation deviated
the most from the final valuation.

                  (e) The purchase price of the Shares being purchased  pursuant
to this  Section 3 shall be payable at the  closing,  as  specified in Section 5
hereof, at the option of the Company or any Offeree,  as the case may be, either
(i) in cash, or (ii) with ten percent (10%) of such purchase price paid in cash,
and the remaining  balance paid by a promissory  note, with such promissory note
having a term of five (5) years,  bearing  interest at a fixed rate equal to the
prime lending rate, as determined on the business day immediately  prior to such
closing by Bank of America,  and  providing  for accrued  interest to be due and
payable  quarterly  and  principal  amounts to be due and  payable in five equal
annual installments;  provided, that such promissory note shall be substantially
in the form of the Founder's Note as defined in the Asset Purchase Agreement.

                  (f)   Notwithstanding   anything  to  the   contrary  in  this
Agreement,  if the  Company has the right to  purchase  Shares  pursuant to this
Section 3, but, at the  applicable  time, the Company at such time is prohibited
or restricted  from doing so by reason of any loan  agreement or debt  covenant,
then the  Company's  rights and  options,  shall be tolled and  suspended  for a
period of three (3) months  from the date such  rights or options  first  became
exercisable (provided that the Company shall have an additional three (3) months
to close any purchase of the Founder's Shares).  In such case, all references in
this Section 3 to dates and time periods shall be deemed  delayed for so long as
necessary to give effect to the provisions of this Section 3(f).

<PAGE>

                  (g) Upon expiration of all purchase options of the Company and
the  Offerees,  the Shares shall no longer be subject to the  provisions of this
Section 3, but shall continue to be subject to all of the other restrictions and
rights contained in this Agreement.

                  (h)      Non-Competition.

(i)  The Founder agrees that in the event his or her Shares are purchased by the
     Company or the  Offerees  pursuant  to this  Section 3, he shall not engage
     (except in his  capacity as an officer,  director,  and/or  employee of the
     Company),  directly  or  indirectly,  whether  on his own  account  or as a
     shareholder  (other than as a shareholder  of the Company or as a less than
     2%  shareholder  of a  publicly-held  company),  partner,  joint  venturer,
     employee,   consultant,   advisor  and/or  agent,  of  any  person,   firm,
     corporation,  or other entity, in any or all of the following activities in
     any of the counties of  California  in which La Salsa is doing  business at
     the date of the closing of the purchase of Founder's  Shares,  for a period
     of three (3) years after the date of the termination referred to in Section
     3(a):

                             (A) Own,  operate or  franchise  (1) any Mexican or
"south of the border" type restaurant,  including without limitation,  one which
utilizes the concepts of "tacos al carbon" or  "tacquerias"  or (2) any business
which sells,  distributes or in any other way markets retail  products which the
Company has researched, developed or marketed prior to the Founder's termination
of employment;

                             (B) Solicit  customers or business  patronage which
results in  competition  with the Company or any of its affiliates in any of the
types of business described in (A) above;

                             (C) Promote or assist,  financially  or  otherwise,
any person, firm,  association,  corporation,  or other entity engaged in any of
the types of business described in clause (A) above; or

                             (D)  Solicit,  offer  employment  to  or  hire  any
employee of the Company or any of its  subsidiaries in connection with the types
of business described in (A) above.

(ii) Without  limitation,  the  parties  agree  and  intend  that the  covenants
     contained  in this  subsection  2(h)  shall be  deemed  to be a  series  of
     separate  covenants and  agreements,  one for each and every county of each
     state and  political  subdivision  of the United States and other nation to
     which this Agreement is applicable. If, in any judicial proceeding, a court
     shall refuse to enforce in such action all of the separate covenants deemed
     included herein,  then at the option of the Company,  wholly  unenforceable
     covenants  shall be deemed  eliminated  from the provisions  hereof for the
     purpose of such proceeding to the extent  necessary to permit the remaining
     separate covenants to be enforced in such a proceeding.

<PAGE>

(iii)In the event the  agreement in this Section 3(h) shall be determined by any
     court of  competent  jurisdiction  to be  unenforceable  by  reason  of its
     extending  for too great a period of time or over too great a  geographical
     area or by reason of its being too extensive in any other respect, it shall
     be  interpreted  to extend over the maximum period of time for which it may
     be enforceable and over the maximum geographical area as to which it may be
     enforceable  and to the maximum extent in all other respects as to which it
     may be enforceable,  and enforced as so  interpreted,  all as determined by
     such court in such action.  The parties hereto  acknowledge  and agree that
     the time, scope,  geographic area and other provisions of this Section 3(h)
     have been specifically  negotiated by sophisticated  parties represented by
     counsel of their own  selection  and  specifically  hereby  agree that such
     time, scope,  geographic area and other provisions are reasonable under the
     circumstances.

(iv) The  parties  agree  that due to the  unique  nature  of the  services  and
     capabilities  of Kabrins,  there can be no  adequate  remedy at law for any
     breach of his obligations hereunder, that any such breach may allow Kabrins
     and/or  third  parties to unfairly  compete  with the Company  resulting in
     irreparable harm to the Company,  and therefore,  that upon any such breach
     or any  threat  thereof,  the  Company  shall be  entitled  to  appropriate
     equitable  relief in addition  to  whatever  remedies it might have at law.
     Further,  the Company shall be entitled to  indemnification by Kabrins from
     any  loss or harm,  including,  without  limitation,  attorney's  fees,  in
     connection  with  any  breach,   or  any  enforcement  of  his  obligations
     hereunder.

4. Further Restriction on the Shares.

For as long as the Shares are subject to the restrictive provisions set forth in
Sections  1, 2 and 3 of this  Agreement,  the  Stockholders  shall not pledge or
encumber any or all Shares  which now or hereafter  may be held or owned by them
provided,  however,  that  Kabrins may pledge up to fifty  percent  (50%) of the
Shares owned by him to a nationally  recognized  financial  institution  if such
institution  agrees in writing with the Company and the other  Stockholders that
it will otherwise become a party to and bound by this Agreement.

5. Closing.

The  closing of the  purchase  and sale of Shares  pursuant to Section 3 of this
Agreement shall take place at the principal  business office of the Company.  On
the date of closing,  the  applicable  Stockholder  shall  tender to the Company
and/or the applicable Offerees, as the case may be, certificates  evidencing the
number of Shares to be purchased and sold pursuant to the terms hereof, properly
endorsed for transfer to the applicable purchaser with signature guaranteed, and
accompanied by any other documents which are necessary in the reasonable opinion
of the Company to evidence the authority of the applicable  Offeror to make such
sale and transfer good title to the Shares.  The Company and/or each  applicable
Offeree, as the case may be, shall pay to the Stockholder the aggregate purchase
price of the  Shares  being  purchased  by it, him or her by  delivering  to the
Stockholder a promissory note in accordance with terms of this Agreement  and/or
by delivering immediately available funds to the Stockholder, as applicable.

<PAGE>

6. Permissible Transfers.

Notwithstanding  the above,  and except as  otherwise  set forth in Section 3 of
this  Agreement,  any rights  granted under this Agreement to the Company or the
Stockholders with respect to transfers of Shares by other Stockholders shall not
apply to a transfer by a Stockholder (i) to the estate of such  Stockholder,  or
by gift, will, or intestate  succession of such Stockholder to his or her spouse
or to the siblings, lineal descendants,  or ancestors of such Stockholder or his
or her spouse,  (ii) to a trust for the benefit of such Stockholder's  spouse or
to the siblings,  lineal  descendants or ancestors of such Stockholder or his or
her spouse, (iii) between any Stockholders, (iv) as provided in Section 7 below;
(v) in the case of a Stockholder which is not a natural person, to any person(s)
or  entity  controlling,  controlled  by  or  under  common  control  with  such
Stockholder or in the case of a partnership to any partner  thereof,  so long as
such transfer does not violate any applicable  securities laws; (vi) in the case
of Kassan, the transfer of 82,000 shares of Series A Convertible Preferred Stock
to Kabrins, (vii) in the case of Kabrins, the sale of 461,538 shares of Series A
Convertible  Preferred  Stock to the  Company or its  designee  pursuant to that
certain  Supplemental  Agreement between Kabrins and the Company dated as of May
12, 1993, the pledge of 115,000 shares of Series A Convertible  Preferred  Stock
to Lou Adler  pursuant to that certain  Settlement  Agreement and Mutual General
Release  dated  January  10,  1995,  by and  among  Kabrins,  Sylvano,  Inc.,  a
California   corporation,   L.S.  Malibu   Partnership,   a  California  limited
partnership,  La Salsa Management,  Inc., a California  corporation,  Lou Adler,
Sienna and the Company,  the transfer of 10,000  shares of Series A  Convertible
Preferred  Stock  to  Vicki  Tanner  pursuant  to that  certain  Stock  Transfer
Agreement dated October 12, 1995, by and among Kabrins,  Vicki Tanner and Sienna
Holdings,  Inc.  (the "Tanner  Transfer"),  or the transfer of 9,000,  4,500 and
4,500 shares of Series A Convertible Preferred Stock to Donald Benjamin,  Ronald
D.  Weinstock  Inc.  and  Frank   Holdraker,   respectively   (the   "Management
Transferees")  pursuant to certain Stock Transfer  Agreements dated November 14,
1995,  by and  between  Kabrins  and  each of the  Management  Transferees  (the
"Management Transferee Transfers"); provided, however, that, in all cases above,
the  transferee  shall  agree in  writing  to be  subject  to the terms  hereof,
including the restrictions set forth in Section 3 hereof,  to the same extent as
if he, she, or it were an original  Stockholder  of the Company and, in the case
of a  transfer  by  Kabrins  or his  transferees  other  than  either the Tanner
Transfer or the Management Transferee  Transfers,  to be subject to the terms of
the Voting Trust Agreement dated as of March 4, 1992, as amended,  among certain
Stockholders and Sienna Holdings, Inc. as if such transferee were Kabrins.

7. Ownership Among Kabrins and La Salsa.

The parties  hereto  acknowledge  that at the time the Shares were issued by the
Company  pursuant  to the  Asset  Purchase  Agreement,  such  Shares  were  held
beneficially by La Salsa and not by Kabrins individually. Until such time as the
Shares are distributed to Kabrins,  as an individual,  La Salsa shall be treated
as a  "Stockholder"  for  purposes of this  Agreement  and any  proposed  sales,
transfers,  pledges,  assignments,  or  encumbrances  by La  Salsa of any of the
Shares held by La Salsa shall be subject to the terms hereof;  provided, that it
is agreed and understood that promptly  following the issuance of the Shares, La
Salsa may  distribute its Shares to Kabrins free of the provisions of Sections 1
and 2 herein.

<PAGE>

8. Right of First Offer on Company Issuances.

                   (a) If the Company proposes to issue any equity securities or
other securities  convertible  into capital stock of the Company,  it shall give
written  notice  thereof to each of the  Stockholders  at least thirty (30) days
prior to the date of the  proposed  issuance.  Such  notice  shall state (i) the
title of the  securities to be issued,  (ii) the issue price,  (iii) the type of
consideration  for the issuance and (iv) if the securities are not voting common
stock,  the  rights,  privileges,  preferences  and other  terms  thereof.  Each
Stockholder  shall  have  fifteen  (15) days in which to notify  the  Company in
writing that it will  subscribe for and purchase up to all of its pro rata share
(pro rata to its combined ownership of the Shares, on an as-converted  basis) of
such securities on the terms specified in the Company's notice. If a Stockholder
does not so subscribe,  then those Stockholders who did subscribe shall have the
right to increase their subscriptions proportionately.

                   (b) After the notices  described  in Section 8(a) herein have
all been given, the Company shall have the right to cancel the proposed issuance
or proceed therewith,  in which case the closing shall take place at a place and
on a date to be set by the  Company  upon at least ten (10) days  prior  written
notice.  In any event,  the closing pursuant to Section 8(a) or (b) herein shall
take place simultaneously with the closing of the remainder of the issuance.

                  (c)  Notwithstanding the above, the provisions of this Section
8 shall not apply to (i) any issuance or proposed  issuance of  securities  upon
the  conversion,  exchange  or exercise of  warrants,  options,  rights or other
securities  previously  issued  in  compliance  with  this  Agreement,  (ii) the
issuance to  consultants  to and former  employees  of the Company of options to
purchase an aggregate of 65,000 shares of Common Stock,  (iii) any adjustment to
the number of warrant shares or exercise price required  pursuant to the warrant
held by Foothill  Capital  Corporation  dated  February 20,  1993,  initially to
purchase  100,000  shares of Common  Stock,  (iv) the  issuance  of  options  to
purchase,  at no less than the fair market value of the Common Stock on the date
of such issuance,  2,877,820 shares of Common Stock pursuant to any stock option
plan or similar arrangement  hereinafter instituted by the Corporation or any of
its  Subsidiaries,  (v)  securities  to  the  public  pursuant  to an  effective
registration statement,  (vi) securities as consideration,  in whole or in part,
for the acquisition,  in whole or in part, of a corporation or other business or
the  assets  thereof,  (vii)  the  issuance  of up to  1,000,000  shares  of the
Company's Class B Common Stock,  (viii) the sale and issuance of up to 4,166,667
shares of the Company's Series D Convertible  Preferred Stock to CDV pursuant to
that certain Series D Convertible Preferred Stock and Warrant Purchase Agreement
of even  date  herewith  (the  "CDV  Purchase  Agreement")  or (ix) the sale and
issuance of the CDV Warrant pursuant to the CDV Purchase Agreement.

<PAGE>

9. Election of Directors.

                   (a) Each of the Stockholders  hereby agrees that for the term
of this  Agreement,  the board of directors of the Company shall,  except as set
forth in Sections 9(e) and 9(f) below,  consist of (i) four nominees  designated
by Sienna and InterWest,  (ii) two nominees designated by the Founder, (iii) one
nominee  designated  by the  holders of a majority of the  outstanding  Series B
Convertible  Preferred Stock (excluding Sienna and InterWest),  (iv) one nominee
designated by Schroder Wertheim, (v) a number of nominees determined pursuant to
Section 9(g) below designated by CDV (or its successor,  as set forth in Section
9(g) below) and (vi) one representative of Company management to be nominated by
a majority of the other directors.  Each Stockholder shall vote its Shares,  and
shall  take all  actions  necessary,  to ensure  that the  number  of  directors
constituting the entire board of directors shall be equal to the total number of
nominees as set forth above.

                   (b) Each  Stockholder  hereby agrees to vote all Shares owned
or held of record by it at each  annual or  special  meeting  in favor of, or to
take all actions by written  consent in lieu of any such  meeting  necessary  to
cause,  the election as members of the board of  directors of those  individuals
nominated  in  accordance  with,  and to  otherwise  effect the intent of,  this
Section 9.

                   (c) Each Stockholder  hereby agrees that, except as set forth
in Sections 9(e), (f) and (g) herein,  no directors  shall be removed unless the
Stockholder  which designated such nominee pursuant to Section 9(a) herein shall
have voted in favor of or consented in writing to such removal.

                   (d) In the event  that a vacancy  is  created on the board of
directors  by the death,  disability,  retirement,  resignation  or removal of a
director, each Stockholder agrees to use its best efforts to cause the directors
designated by it to vote for an  individual  designated to fill such vacancy and
serve as a director by whichever Stockholder had designated (pursuant to Section
9(a) above) the director  whose death,  disability,  retirement,  resignation or
removal  resulted in such vacancy;  provided,  however,  that such individual so
designated  may not  previously  have been a  director  of the  Company  who was
removed from the board of directors.

                   (e) Notwithstanding  anything to the contrary in this Section
9, if the Founder  disposes of more than five  percent  (5%) but less than fifty
percent (50%) of the number of Shares  initially issued to him by the Company in
connection with the closing of the  transactions  pursuant to the Asset Purchase
Agreement  (such  number to be adjusted to give  effect to stock  splits,  stock
dividends  and similar  occurrences)  (the "Initial  Shares"),  he shall only be
entitled to nominate one (1)  director  and the board of directors  shall reduce
the number of total directors  accordingly.  To give effect to such change,  the
Founder  shall cause one of his nominated  directors to resign,  and, if no such
resignation  occurs, each Stockholder shall take any and all actions required to
effect such removal. If the Founder disposes of more than fifty percent (50%) of
the Initial Shares, the Founder shall not be entitled to nominate any directors,
the board of directors shall reduce the number of total  directors  accordingly,
and the  procedures  set forth in the  immediately  preceding  sentence shall be
followed  with  respect  to all of the  directors  previously  nominated  by the
Founder.

<PAGE>

                   (f) Notwithstanding  anything to the contrary in this Section
9, in the event of the  occurrence of any of the  following  events (a "Schroder
Wertheim  Change of Control"):  (i) a change of more than fifty percent (50%) of
the voting power of FMA High Yield Income,  L.P.,  WSIS Flexible Income Partners
L.P. or WSIS High Income L.P. (collectively,  the "Schroder Wertheim Entities"),
or any entity controlling, controlled by or under common control with any of the
Schroder  Wertheim  Entities or (ii) the sale of all or substantially all of the
assets of any of the Schroder Wertheim Entities,  Schroder Wertheim shall not be
entitled to nominate any directors  and the board of directors  shall reduce the
number of total directors accordingly.  To give effect to such change,  Schroder
Wertheim  shall  cause  its  nominated  director  to  resign,  and,  if no  such
resignation  occurs, each Stockholder shall take any and all actions required to
effect the removal of such director.

The Schroder  Wertheim  Entities  shall provide  written  notice (the "Change of
Control Notice") of any Schroder  Wertheim Change of Control to the Company,  to
be delivered as provided in Section  11(c) hereof,  within  fifteen (15) days of
such Schroder Wertheim Change of Control.

                   (g) So long as CDV  holds at least  2,066,116  shares  of the
Company's  Series D Convertible  Preferred  Stock  (4,424,020  shares if CDV has
exercised  the CDV  Warrant),  CDV shall be  entitled  to  nominate  a number of
directors  equal to the greater of (x) one  director  (two  directors if CDV has
exercised  the CDV Warrant in full) and (y) that number of  directors  such that
(i) the ratio of members of the Company's Board of Directors nominated by CDV to
the total number of members of the Company's Board of Directors is equal to (ii)
the ratio of the number of outstanding shares of the Company's Common Stock held
by CDV (assuming  conversion of shares of Convertible  Preferred  Stock, but not
assuming the  exercise of any options or warrants) to the number of  outstanding
shares of the Company's capital stock (calculated on a fully-diluted basis), and
the board of directors  shall increase or decrease the number of total directors
accordingly  as  necessary.  In the event that the foregoing  calculation  would
result in a  fraction,  the number of  directors  that CDV shall be  entitled to
nominate shall be rounded to the nearest whole number.

In the event that CDV holds less than 2,066,116 shares of the Company's Series D
Convertible  Preferred  Stock  (4,424,020  shares if CDV has  exercised  the CDV
Warrant),  CDV shall be entitled to nominate a number of directors such that (i)
the ratio of members of the Company's Board of Directors nominated by CDV to the
total number of members of the Company's Board of Directors is equal to (ii) the
ratio of the number of outstanding  shares of the Company's Common Stock held by
CDV  (assuming  conversion of shares of  Convertible  Preferred  Stock,  but not
assuming the  exercise of any options or warrants) to the number of  outstanding
shares of the Company's capital stock (calculated on a fully-diluted basis), and
the board of directors  shall increase or decrease the number of total directors
accordingly  as  necessary.  In the event that the foregoing  calculation  would
result in a  fraction,  the number of  directors  that CDV shall be  entitled to
nominate shall be rounded to the nearest whole number.

In the event  that a single  person  acquires  from CDV all of the shares of the
capital stock of the Company  either (i) purchased  under that certain  Series D
Convertible  Preferred  Stock  and  Warrant  Purchase  Agreement  of  even  date
herewith, by and between the Company and CDV, and, if exercised, the CDV Warrant
or (ii) issued upon conversion of such shares,  then the rights of CDV hereunder
to designate nominees to the Company's Board of Directors shall terminate and be
of no further  force and effect and, in lieu thereof,  such acquiror  shall have
the right to designate one (1) nominee to the Company's Board of Directors,  and
the board of directors shall adjust the number of total directors accordingly.

<PAGE>

10. Schroder Wertheim Change of Control Right of First Refusal.  In the event of
a Schroder Wertheim Change of Control,  the Company shall have the right, at any
time within fifteen (15) days of receipt by the Company of the Change of Control
Notice,  to  purchase  all,  but not less than all,  of the  Shares  held by the
Schroder  Wertheim  Entities  (the  "Schroder  Wertheim  Shares")  at (i) if the
Schroder Wertheim Shares are shares of capital stock of the Company, a price per
share equal to the original  purchase price of such Schroder  Wertheim Shares or
(ii) if the Schroder Wertheim Shares are Senior  Subordinated  Convertible Notes
due 2002 (the  "Series D Notes"),  at a purchase  price  equal to the  aggregate
principal  amount of such Series D Notes,  plus any accrued but unpaid interest.
Such right  shall be  exercised  by written  notice  signed by an officer of the
Company  and  delivered  or mailed as provided in Section  11(c)  hereof,  which
notice shall specify the time, place and date for settlement of such purchase.

11. Miscellaneous.

                   (a)  Endorsement  on  Stock  Certificates.  Each  certificate
representing  Shares of the Company now or  hereafter  held by the  Stockholders
shall be stamped with a legend in substantially the following form:

                  "The  transfer  of the  shares  of stock  represented  by this
         certificate  is  restricted  under  the terms of a Fourth  Amended  and
         Restated  Restricted  Stock Agreement dated January 12, 1996, a copy of
         which is on file at the office of the Company."

                   (b) Specific Performance.  The parties hereby declare that it
is  impossible to measure in money the damages which would accrue to one or more
parties  hereto,  by reason of a failure of a party hereto to perform any of the
obligations under this Agreement. Therefore, if any party hereto shall institute
any action or proceeding to enforce the provisions hereof, any person (including
the Company) against whom such action or proceeding is brought hereby waives the
claim or defense therein that such party, or his or her Personal Representative,
as the case may be, has an adequate  remedy at law,  and such  person  shall not
urge in any such action or  proceeding  the claim or defense that such remedy at
law exists.

                   (c) Notices.  Unless otherwise provided,  any notice required
or permitted  under this Agreement shall be given in writing and to the party to
be  notified  at the  address  indicated  for such party on the  signature  page
hereof,  or at such other  address as such party may designate by ten (10) days'
advance  written  notice to the  other  parties,  provided,  that in the case of
notice to the Company,  a copy shall be delivered to each Stockholder  also. Any
notice  intended  for the estate of a party  hereto  shall be  addressed  to the
Personal Representative of such party at the address appearing on the records of
the Court by which such Personal  Representative  was  appointed.  A copy of any
notices sent to the Company shall be sent to: Brobeck,  Phleger & Harrison,  Two
Embarcadero  Place, 2200 Geng Road, Palo Alto, CA 94303,  Attn: Gari L. Cheever,
Esq. All notices and communications  shall be deemed to have been received:  (i)
in the case of personal delivery, on the date of such delivery; (ii) in the case
of telex or  facsimile  transmission,  on the date on which the sender  receives
confirmation by telex or facsimile transmission that such notice was received by
the addressee, provided that a copy of such transmission is additionally sent by
mail as set forth in (iv) below; (iii) in the case of overnight air courier,  on
the second  business day following the day sent,  with receipt  confirmed by the
courier;  and (iv) in the case of mailing by first class certified or registered
mail,  postage  prepaid,  return  receipt  requested,  on the fifth business day
following such mailing.

                   (d) Invalid Provision.  The invalidity or unenforceability of
any particular provision of this Agreement shall not affect the other provisions
hereof,  and the Agreement shall be construed in all respects as if such invalid
or unenforceable provisions were omitted.

                   (e) Modification.  No change,  modification,  or amendment of
this Agreement  shall be valid without the written  consent of the holders of at
least  two-thirds (2/3) of the Series A Convertible  Preferred  Stock,  Series B
Convertible  Preferred Stock, Series C Convertible  Preferred Stock and Series D
Convertible Preferred Stock, voting together as a single class.

<PAGE>


                   (f) Benefit of  Agreement.  This  Agreement  shall be binding
upon and inure to the benefit of the Company,  and its  successors  and assigns,
the Stockholders, and his or her heirs, executors,  administrators, and personal
representatives,  and such other  person or persons who may,  from time to time,
become owners of the shares of capital stock of the Company, and become bound by
all the terms and  conditions of this  Agreement;  provided,  however,  that the
rights granted to certain  Stockholders in Section 9(a) to designate nominees to
the Company's  Board of Directors may not be assigned  without the prior written
consent of the Company.

                   (g) Term of Agreement.  Except as otherwise specified herein,
this  Agreement  shall remain in force and effect until the  consummation  of an
underwritten  public  offering of the Common Stock of the Company with aggregate
proceeds to the Company in excess of  $10,000,000,  unless sooner  terminated by
agreement  among the  Company  and the  Stockholders;  provided,  however,  that
termination  of this  Agreement in the manner  hereinbefore  provided  shall not
affect the  validity of the  exercise of any options  contained  herein prior to
such termination.

                   (h) Attorneys' Fees; Expenses.

(i)  If any action at law or in equity is necessary to enforce or interpret  the
     terms of this  Agreement or to protect the rights  obtained  hereunder  the
     prevailing  party  shall be  entitled to its  reasonable  attorneys,  fees,
     costs, and disbursements in addition to any other relief to which it may be
     entitled.

(ii) Each  Stockholder  shall  pay in full all fees,  costs  and  disbursements,
     direct or indirect,  incurred by the Company in connection with the sale or
     transfer by such  Stockholder to a third party of any Shares  registered in
     the name of such  Stockholder,  including a transfer by operation of law or
     other involuntary transfer.

                   (i) Governing  Law. This  Agreement  shall be governed by and
construed  under  the laws of the  State of  California  (without  regard to the
application  of choice of law  rules),  except  with  respect  to matters of law
concerning  the internal  corporate  affairs of any corporate  entity which is a
party hereto,  and as to those matters the law of the  jurisdiction  under which
the respective entity derives its powers shall govern.

                   (j)  Counterparts.  This  Agreement may be executed in one or
more counterparts, all of which taken together shall constitute one and the same
original Agreement.

                   (k) Final  Terms.  This  Agreement  is the full and  complete
understanding  of the  parties  with  respect to the subject  matter  hereof and
supersedes all prior  agreements,  negotiations and  understandings,  written or
oral,  including  without  limitation,   the  Original  Agreement,  the  Amended
Agreement,  as amended,  and the Second Amended Agreement,  as amended,  and the
Original  Agreement,  the  Amended  Agreement,  as amended,  the Second  Amended
Agreement, as amended, and the Third Amended Agreement are hereby terminated and
shall be of no further force and effect.




<PAGE>



                  IN WITNESS WHEREOF,  the parties have caused this Agreement to
be executed as of the date first written above.


                             LA SALSA HOLDING CO.,
                             a Delaware Corporation



                             By:    /s/ Charles L. Boppell
                             -----------------------------
                                    Charles L. Boppell
                                    President and Chief Executive Officer

                             Address:     11601 Santa Monica Blvd.
                                          Los Angeles, California  90025





<PAGE>



                             HOWDY S. KABRINS



                             /s/ Howdy S. Kabrins
                             --------------------

                             Address:     2800 Olympic Blvd., Suite 201
                                          Santa Monica, California 90404



                             LA SALSA, INC.,
                             a California corporation



                             By:    /s/ Howdy S. Kabrins
                             ---------------------------
                                    Howdy S. Kabrins,
                                    President

                             Address:     2800 Olympic Blvd., Suite 201
                                          Santa Monica, California 90404




<PAGE>



                             SIENNA LIMITED PARTNERSHIP I
                             California Limited Partnership

                             By: SIENNA ASSOCIATES, its General Partner


                             By:    /s/ Daniel L. Skaff
                             --------------------------
                                    Daniel L. Skaff,
                                    Chairman of the General Partner

                             Address:     One Market
                                          Steuart Street Tower
                                          Suite 2550
                                          San Francisco, CA  94105



                             SIENNA LIMITED PARTNERSHIP II
                             a California Limited Partnership

                             By:   SIENNA ASSOCIATES, its General Partner



                             By:    /s/ Daniel L. Skaff
                             --------------------------
                                    Daniel L. Skaff,
                                    Chairman of the General Partner

                             Address:     One Market
                                          Steuart Street Tower
                                          Suite 2550
                                          San Francisco, CA  94105

<PAGE>



                             SIENNA HOLDINGS, INC.
                             a California corporation, as Nominee



                             By:    /s/ Daniel L. Skaff
                             --------------------------
                                   Daniel L. Skaff,
                                   Chairman

                             Address:     One Market
                                          Steuart Street Tower
                                          Suite 2550
                                          San Francisco, CA  94105


                             CHARLES A. LYNCH



                             /s/ Charles A. Lynch
                             --------------------

                             Address:     3000 Sand Hill Road
                                          Building 1, Suite 125
                                          Menlo Park, CA  94025


                             INTERWEST PARTNERS IV
                             a California Limited Partnership

                             By:   INTERWEST MANAGEMENT
                                   PARTNERS IV, L.P., its General Partner



                             By:    /s/ Wallace R. Hawley
                             ----------------------------
                                    Wallace R. Hawley,
                                    General Partner

                             Address:     3000 Sand Hill Road
                                          Building 3, Suite 255
                                          Menlo Park, CA  94025

<PAGE>



                             FMA HIGH YIELD INCOME L.P.

                             By:   SCHRODER WERTHEIM
                                   INVESTMENT SERVICES, INC., its
                                   general partner


                             By:    /s/ David Gibson
                             -----------------------
                             Name:  David Gibson
                             Title: Director

                             Address:     345 N. Maple Drive, Suite 320
                                          Beverly Hills, CA  90210

                             Nominee  (name in which the
                             securities  are  registered
                             if  different  than name of
                             Stockholder):

                             Lewco Securities Corp.
                             Tax I.D. No.:  13-2765944

                             WSIS FLEXIBLE INCOME PARTNERS L.P.

                             By:   SCHRODER WERTHEIM
                                   INVESTMENT SERVICES, INC., its
                                   general partner


                             By:     /s/ David Gibson
                             ------------------------
                             Name: David Gibson
                             Title:Director

                             Address:     345 N. Maple Drive, Suite 320
                                          Beverly Hills, CA  90210

                             Nominee  (name in which the
                             securities  are  registered
                             if  different  than name of
                             Stockholder):

                             Lewco Securities Corp.
                             Tax I.D. No.:  13-2765944

<PAGE>



                             WSIS HIGH INCOME L.P.

                             By:   SCHRODER WERTHEIM
                                   INVESTMENT SERVICES, INC., its
                                   general partner


                             By:    /s/ David Gibson
                             -----------------------
                             Name: David Gibson
                             Title:Director

                             Address:     345 N. Maple Drive, Suite 320
                                          Beverly Hills, CA  90210

                             Nominee  (name in which the
                             securities  are  registered
                             if  different  than name of
                             Stockholder):

                             Lewco Securities Corp.
                             Tax I.D. No.:  13-2765944


                             CASUAL DINING VENTURES, INC.


                             By:    /s/ Charles W. Redepenning, Jr.
                             --------------------------------------
                             Name: Charles W. Redepenning, Jr.
                             Title:Senior Vice President

                             Address:     One Corporate Place
                                          55 Ferncroft Road
                                          Danvers, MA  01923


<PAGE>



                             NUEBERGER & BERMAN AS TRUSTEE FOR THE CROWN TRUST


                             By:     /s/
                             -----------
                             Name:  (illegible)
                             Title:

                             Address:     605 Third Avenue, 36th Floor
                                          New York, New York  10158


                             CROWN ASSOCIATES III, L.P.,
                             a Delaware Limited Partnership



                             By:    /s/ Margaret S. McNamara
                             -------------------------------
                                    Margaret S. McNamara
                                    General Partner
                                    Crown Partners III, L.P.


                             Address:     67 East Park Place, 8th Floor
                                          Morristown, New Jersey  07960


                             CROWN-GLYNN ASSOCIATES, L.P.,
                             a Delaware Limited Partnership



                             By:    /s/ David F. Bellot
                             --------------------------
                                   David F. Bellot
                                   General Partner
                                   Crown-Glynn Partners, L.P.

                             Address:     67 East Park Place, 8th Floor
                                          Morristown, New Jersey  07960



<PAGE>



                             NORO-MOSELEY PARTNERS II, L.P.
                             a Georgia Limited Partnership

                             By:   Moseley and Company II, its General Partner


                             By:    /s/ Jack R. Kelly
                             ------------------------
                             Name: Jack R. Kelly
                             Title:General Partner

                             Address:     9 North Parkway Square
                                          4200 Northside Parkway, N.W.
                                          Atlanta, Georgia  30327


                             THEODORE H. ASHFORD


                             /s/ Theodore H. Ashford
                             -----------------------

                             Address:     Building B-107 Greenville Center
                                          3801 Kennett Pike
                                          Wilmington, Delaware  19807


                             SEIDLER SALSA, L.P.,
                             a Delaware Limited Partnership

                             By:   THE SEIDLER COMPANY, its General Partner


                             By:     /s/ Peter Seidler
                             -------------------------
                                    Peter Seidler
                                    President

                             Address:     515 S. Figueroa St., Sixth Floor
                                          Los Angeles, California  90071


<PAGE>



                             BANKERS TRUST COMPANY AS
                             MASTER TRUSTEE FOR HUGHES
                             AIRCRAFT RETIREMENT PLANS



                             By:  /s/ Brian Gaon
                             -------------------
                             Name:  Brian Gaon
                             Title: Attorney-in-Fact

                             Address:     34 Exchange Place
                                          Jersey City, New Jersey  07302



                             DONALD BENJAMIN



                             /s/ Donald Benjamin
                             -------------------


                             VICKI TANNER



                             -------------------


                             RONALD D. WEINSTOCK INC.



                             /s/ Ronald D. Weinstock Inc.
                             ----------------------------
                             Ronald D. Weinstock, President



                             FRANK HOLDRAKER



                             /s/ Frank Holdraker
                             -------------------


<PAGE>



                                   SCHEDULE 1


Stockholders (in addition to those Stockholders listed in the first paragraph of
this Agreement)

Charles A. Lynch

Theodore H. Ashford

Crown Associates III, L.P.

Crown-Glynn Associates, L.P.

Nueberger & Berman as Trustee for The Crown Trust

Noro-Moseley Partners II, L.P.

Seidler Salsa, L.P.

Bankers Trust Company, as Master Trustee for Hughes Aircraft Retirement Plans

FMA High Yield Income L.P.

WSIS Flexible Income Partners L.P.

WSIS High Yield Income L.P.

Sienna Limited Partnership II

Donald Benjamin

Vicki Tanner

Ronald D. Weinstock Inc.

Frank Holdraker

Casual Dining Ventures, Inc.