SERIES D CONVERTIBLE PREFERRED STOCK

                         AND WARRANT PURCHASE AGREEMENT

                  LA SALSA HOLDING CO., a Delaware corporation

                                January 12, 1996



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                                TABLE OF CONTENTS


Exhibit A        Amended and Restated Certificate of Incorporation

Exhibit B        Form of Series D Convertible Preferred Stock Warrant

Exhibit C        Fourth Amended and Restated Restricted Stock Agreement

Exhibit D        Fourth Amended and Restated Registration Rights Agreement

Exhibit E        Opinion of Brobeck, Phleger & Harrison

Schedule 1.1     Schedule of Investors

Schedule 2       Schedule of Exceptions

Schedule 2.4(c)  Schedule of Shareholders

Schedule 2.13    Patents and Trademarks



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                      SERIES D CONVERTIBLE PREFERRED STOCK
                         AND WARRANT PURCHASE AGREEMENT


                THIS SERIES D CONVERTIBLE  PREFERRED STOCK AND WARRANT  PURCHASE
AGREEMENT  is made as of the 12th day of  January,  1996,  by and among La Salsa
Holding Co., a Delaware  corporation (the "Company"),  and each of the Investors
listed  on  Schedule  1.1  hereto  (each  of  which  is  herein  referred  as an
"Investor").

THE PARTIES HEREBY AGREE AS FOLLOWS:

                     Purchase and Sale of Stock and Warrants

Sale and Issuance of Stock

     The Company has adopted and filed with the  Secretary  of State of Delaware
the Amended and  Restated  Certificate  of  Incorporation  in the form  attached
hereto as Exhibit A (the "Restated Certificate").

     Subject  to the terms  and  conditions  of this  Agreement,  each  Investor
agrees, severally, to purchase at the Closing and the Company agrees to sell and
issue to each  Investor at the Closing,  that number of shares of the  Company's
Series D Convertible  Preferred Stock set forth opposite each Investor's name on
Schedule 1.1 hereto for the purchase price set forth thereon.

Sale and Issuance of Warrants

     Subject  to the terms  and  conditions  of this  Agreement,  each  Investor
agrees, severally, to purchase at the Closing and the Company agrees to sell and
issue to each Investor at the Closing, a warrant, in the form attached hereto as
Exhibit B (a  "Warrant"),  to purchase  that  number of shares of the  Company's
Series D Convertible  Preferred Stock set forth opposite such Investor's name on
Schedule  1.1 hereto (the  "Warrant  Shares") at an exercise  price of $1.50 per
share for the purchase price set forth opposite such Investor's name on Schedule
1.1  hereto.  

Closing  

     The purchase and sale of the Series D Convertible  Preferred  Stock and the
Warrants  shall take place at the  offices of Brobeck,  Phleger & Harrison,  Two
Embarcadero Place, 2200 Geng Road, Palo Alto,  California,  by mail or facsimile
transmission, or by deposit in and release from escrow of this Agreement and the
consideration, instruments and documents contemplated hereby, on the date hereof
or at such other time and place and in such other manner as the Company and each
of the Investors  mutually agree upon orally or in writing (which time and place
are  designated as the  "Closing").  At the Closing the Company shall deliver to
each Investor certificates representing the Series D Convertible Preferred Stock
which such  Investor is  purchasing  andan  executed  Warrant  representing  the
warrant  such  Investor is  purchasing  against  payment of the  purchase  price
therefor  by  check,  wire  transfer,   cancellation  of  indebtedness,  or  any
combination  thereof. In the event that payment by an Investor is made, in whole
or in part, by cancellation of indebtedness,  then such Investor shall surrender
to the Company for cancellation at the Closing any evidence of such indebtedness
or shall execute an instrument of cancellation in form and substance  acceptable
to the Company.

Representations and Warranties of the Company

     Except as  otherwise  set forth in the  applicable  section  of  Schedule 2
hereto, the Company hereby represents and warrants to each Investor that:

Organization, Good Standing and Qualification

     The Company is a corporation  duly organized,  validly existing and in good
standing  under  the laws of the State of  Delaware.  La Salsa  Franchise,  Inc.
("Franchise")  is a wholly  owned  subsidiary  of the  Company  duly  organized,
validly  existing and in good standing under the laws of the State of California
(Franchise  hereinafter shall be referred to as the  "Subsidiary").  Each of the
Company and the Subsidiary is qualified to do business as a foreign  corporation
in every  other  jurisdiction  in which the  failure to so qualify  would have a
material  adverse effect on the business of the Company or the Subsidiary.  Each
of the  Company  and  the  Subsidiary  has the  requisite  corporate  power  and
authority  to own and  operate  its  properties  and  assets and to carry on its
business as presently conducted and as proposed to be conducted. The Company has
previously  delivered to the Investors true and accurate copies of the Company's
and  the  Subsidiary's   respective   Restated   Certificate  (or  Articles)  of
Incorporation, as amended, and Bylaws, as presently in effect.

Corporate Power

     The Company has all requisite  legal and  corporate  power and authority to
enter  into  this  Agreement  and to sell the  shares  of  Series D  Convertible
Preferred  Stock  pursuant  to Section 1, and to carry out and perform its other
obligations under the terms of this Agreement.

Subsidiaries and Affiliates

     Except for the Subsidiary, the Company does not own or control, directly or
indirectly,  any other interest or investment in any  corporation,  partnership,
association or other form of business entity.

Capitalization

     The authorized capital of the Company consists of:

     Class A Common Stock.  33,300,000  shares of $.001 par value Class A Common
Stock, of which 135,666 shares are issued and outstanding as of the Closing.

     Class B Common  Stock.  1,000,000  shares of $.001 par value Class B Common
Stock (collectively with the Class A Common Stock, the "Common Stock"),  none of
which are issued and outstanding as of the Closing.  Preferred Stock. 29,300,000
shares of $.01 par value  Preferred  Stock  (the  "Preferred  Stock"),  of which
10,200,000 have been designated Series A Convertible Preferred Stock, 10,100,000
of which are issued  and  outstanding  as of the  Closing,  4,800,000  have been
designated Series B Convertible  Preferred Stock,  4,633,333 of which are issued
and  outstanding  as of the Closing,  1,500,000  have been  designated  Series C
Convertible Preferred Stock, 1,333,333 of which are issued and outstanding as of
the Closing, and 12,800,000 have been designated Series D Convertible  Preferred
Stock,  3,137,092 of which are issued and  outstanding  as of the  Closing.  The
rights,  privileges  and  preferences  of  all  of  the  Series  A,  B,  C and D
Convertible Preferred Stock are as stated in the Restated Certificate.

     All such issued and  outstanding  shares  referred  to in Sections  2.4(a),
2.4(b) and 2.4(c) above are duly authorized and validly  issued,  are fully paid
and nonassessable,  are owned beneficially and of record by the shareholders and
in the amounts  set forth in Schedule  2.4(c)(1)  ("Schedule  of  Shareholders")
attached  hereto,  and have been  offered,  issued,  sold and  delivered  by the
Company in compliance with applicable federal and state securities laws.

     Except for (i) the warrant dated  February 20, 1993,  initially to purchase
100,000  shares of Common  Stock  issued to Foothill  Capital  Corporation  (the
"Foothill  Warrant"),  (ii) the option to purchase 41,000 shares of Common Stock
issued to Dick  Campbell,  (iii) the option to purchase  20,000 shares of Common
Stock issued to Victoria Tanner ,(iv) currently  outstanding options to purchase
2,455,737  shares of Common  Stock  granted to  employees  pursuant to the Stock
Option Plan for Executive and Key Employees of La Salsa Holding Co. (the "Option
Plan"),  (v) the  conversion  privileges of the Series A, B, C and D Convertible
Preferred Stock and (vi) the rights provided in Section 8 of that certain Fourth
Amended and Restated  Restricted  Stock Agreement of even date herewith,  by and
among the Company and certain of its stockholders, the form of which is attached
hereto  as  Exhibit  C  (the  "Restricted  Stock  Agreement"),   there  are  not
outstanding any options,  warrants,  rights (including  conversion or preemptive
rights) or agreements  for the purchase or  acquisition  from the Company of any
shares of its capital  stock.  In addition to the  aforementioned  options,  the
Company  has  reserved  an  additional  276,417  shares of its Common  Stock for
purchase  upon  exercise of options to be granted in the future under the Option
Plan.

Authorization

     All corporate  action on the part of the Company,  its officers,  directors
and stockholders necessary for the authorization, execution and delivery of this
Agreement,  the Warrants,  that certain Third Amended and Restated  Registration
Rights Agreement of even date herewith,  by and among the Company and certain of
its stockholders, the form of which is attached hereto as Exhibit D (the "Rights
Agreement"),  and  the  Restricted  Stock  Agreement,  the  performance  of  all
obligations  of the Company  hereunder  and  thereunder  and the  authorization,
issuance and  delivery of the Series D  Convertible  Preferred  Stock being sold
hereunder,  the  Warrant  Shares  issuable  upon  exercise of the  Warrants  and
theCommon Stock issuable upon  conversion of the Series D Convertible  Preferred
Stock  being sold  hereunder  and the  Warrant  Shares has been taken or will be
taken  prior  to the  Closing.  This  Agreement,  the  Warrants  and the  Rights
Agreement, when executed and delivered by the Company, will constitute valid and
legally binding obligations of the Company, enforceable in accordance with their
terms,   except   (i)  as   limited  by   applicable   bankruptcy,   insolvency,
reorganization,  moratorium,  and other  laws of general  application  affecting
enforcement of creditors' rights generally,  (ii) as limited by laws relating to
the availability of specific performance,  injunctive relief, or other equitable
remedies and (iii) to the extent the indemnification provisions contained in the
Rights Agreement may be limited by applicable federal or state securities laws.

Valid Issuance of Stock

     The Series D Convertible  Preferred  Stock being purchased by the Investors
hereunder,  when issued,  sold and delivered in accordance with the terms hereof
for the consideration expressed herein, and the Warrant Shares, upon exercise of
the  Warrants  in  accordance  with  the  terms  thereof  for the  consideration
expressed   therein,   will  be  duly  and  validly   issued,   fully  paid  and
nonassessable,  shall be free of any liens, claims, encumbrances or other rights
of third parties  (collectively  "Liens") other than those set forth herein,  in
the Warrants or in the  Restricted  Stock  Agreement,  and will have been issued
free and clear of any preemptive  rights,  rights of first refusal or redemption
rights of any person.  The Common Stock  issuable upon  conversion of such stock
and the Warrant  Shares has been duly and validly  reserved,  and neither it nor
the  issuance  thereof is subject  to any  preemptive  rights or rights of first
refusal or redemption  rights,  and, upon issuance,  it will be validly  issued,
fully paid and nonassessable.

Compliance with Laws and Other Instruments

     The business and operations of each of the Company and Subsidiary have been
and are  being  conducted  in all  material  respects  in  accordance  with  all
applicable federal, state and local statutes,  rules,  regulations,  ordinances,
and orders of any governmental  authority,  including  without  limitation,  all
federal and state  statutes and  regulations  applicable to  franchises  and all
immigration  laws or regulations,  including the Immigration  Reform and Control
Act of 1986, as amended and the  regulations  promulgated  thereunder.  Further,
neither the Company nor the  Subsidiary  is  presently  charged  with or, to the
Company's  knowledge,  under  governmental  investigation  with  respect to, any
actual or alleged  violation of any of the  foregoing  and is not  presently the
subject of any  pending  or  threatened  adverse  proceeding  by any  regulatory
authority having jurisdiction over its business, properties or operations.

     The execution,  delivery and  performance by the Company of this Agreement,
the Warrants, the Rights Agreement and the Restricted Stock Agreement:

     will not require from the Board of Directors or stockholders of the Company
any consent or approval except as have been obtained;

     will not require any authorization,  consent, approval,  license, exemption
of or  filing  or  registration  with  any  court  or  governmental  department,
commission, board, bureau, agency or instrumentality of government other than as
provided by applicable securities laws;

     will not cause the Company or Subsidiary  to violate or contravene  (i) any
provision of law presently in effect,  (ii) any rule or regulation  presently in
effect of any agency or government,  domestic or foreign, (iii) any order, writ,
judgment,  injunction,  decree, determination or awa presently in effect or (iv)
any  provision  of  the   respective   Restated   Certificate   or  Articles  of
Incorporation or Bylaws of the Company or the Subsidiary;

     will not violate or be in conflict with,  result in a material breach of or
constitute  (with or without  notice or lapse of time or both) a default  under,
any material indenture, loan or credit agreement, note agreement, deed of trust,
mortgage,  security agreement or other material  agreement,  lease,  instrument,
commitment or  arrangement  to which the Company or the Subsidiary is a party or
by which the Company or the Subsidiary or any of its material properties, assets
or rights is bound or affected (including,  without limitation, any stockholders
agreement or registration rights agreement in effect prior to the date hereof);

     will not result in the creation or imposition of any Lien; and

     will not result in the  termination  of any license,  certificate,  permit,
franchise or right held by the Company or the Subsidiary.

No Brokers or Finders

     No  person  or  other  entity  ("Person")  has,  or  as  a  result  of  the
transactions contemplated herein will have, any right or valid claim against the
Company, or the Subsidiary or, to the Company's knowledge,  any Investor for any
commission,  fee or other  compensation as a finder or broker, or in any similar
capacity.  Each  Investor  agrees to indemnify  and to hold harmless the Company
from any  liability  for any  commission  or  compensation  in the  nature  of a
finders' fee (and the costs and expenses of defending  against such liability or
asserted  liability)  for which such Investor or any of its officers,  partners,
employees or representatives is responsible.

     The Company  agrees to indemnify  and hold  harmless each Investor from any
liability  for any  commission or  compensation  in the nature of a finders' fee
(and the costs and  expenses of  defending  against  such  liability or asserted
liability)  for  which  the  Company  or  any  of  its  officers,  employees  or
representatives is responsible.

Financial Statements

     The Company has delivered to each  Investor (a) the Company's  consolidated
unaudited  balance  sheet (the  "Balance  Sheet") as of  October  31,  1995 (the
"Balance   Sheet  Date")  and  the  unaudited   statements  of  income  for  the
ten-monthperiod  then  ended and (b) the  Company's  audited  balance  sheet and
profit and loss  statement as of December 31,  1994,  together  with the related
opinion of Deloitte and Touche LLP, independent certified public accountants.

     These financial  statements  present fairly the financial  condition of the
Company and the  Subsidiary  at the Balance  Sheet Date and other dates  therein
specified and the results of their operations for the periods therein specified,
and  have  been  prepared  in  accordance  with  generally  accepted  accounting
principles applied on a basis consistent with prior accounting periods.

Changes

     Except as  disclosed  on Schedule 2 hereto,  since the Balance  Sheet Date,
neither the Company nor the Subsidiary has:

     discharged  or  satisfied  any  material  Liens  other than those  securing
current  liabilities  in the ordinary  course of business  consistent  with past
practice;

     paid any material obligation or liability other than current liabilities in
the usual and ordinary course of business;

     mortgaged,  pledged,  or  subjected  to or suffered any Liens on any of its
material assets, tangible or intangible;

     sold,  transferred or leased any of its material assets except in the usual
and ordinary course of business;

     cancelled or compromised  any material debt or claim, or waived or released
any material right;

     suffered any material physical damage,  destruction or loss (whether or not
covered by insurance);

     entered into any material  transaction other than in the usual and ordinary
course of business except for this Agreement;

     encountered any labor difficulties or labor union organizing activities;

     declared  or paid any  dividends  on or made any other  distributions  with
respect to, or purchased or redeemed, any of its outstanding capital stock;

     made any change in the accounting principles, methods or practices followed
by it or depreciation or amortization policies or rates theretofore adopted;

     made any loans to its employees, officers, or directors in excess of $1,000
other than travel advances made in the ordinary course of business;

     made  any  extraordinary  increases  in  the  compensation  of  any  of its
employees, officers, or directors;

     suffered or caused any other event or condition of any  character  that has
materially and adversely affected its business or prospects; or

     entered into any agreement, or otherwise obligated itself, to do any of the
foregoing.

Material Agreements of the Company

     Except as  disclosed  on  Schedule 2 hereto,  neither  the  Company nor the
Subsidiary is a party to any written or oral:

     agreement with any labor union;

     agreement for the purchase of material  fixed assets or for the purchase of
materials, supplies or equipment in excess of normal operating requirements;

     agreement for the employment of any officer,  individual  employee or other
Person on a  full-time  basis or any  agreement  with any Person for  consulting
services, in each case not terminable at will;

     bonus, pension, profit sharing,  retirement,  stock purchase, stock option,
deferred  compensation,  medical,  hospitalization  or life insurance or similar
plan,  contract or understanding  with respect to any or all of the employees of
the Company or the Subsidiary or any other Person;

     material  indenture,  loan or credit  agreement,  note  agreement,  deed of
trust,  mortgage,  security  agreement,  promissory  note or other  agreement or
instrument  relating  to  or  evidencing  indebtedness  for  borrowed  money  or
subjecting  any material  asset or property of the Company or the  Subsidiary to
any Liens or evidencing any material indebtedness;

     guaranty of any material indebtedness;

     any agreement to which any stockholder,  officer or director of the Company
or Subsidiary,  or any "affiliate" or "associate" of such persons (as such terms
are  defined  in  the  rules  and  regulations  promulgated  under  the  federal
Securities Act of 1933, as amended (the "Act")) is presen a party which pertains
to the  furnishing of services by, rental of real or personal  property from, or
otherwise  requiring payments to, any such person or entity;  lease or agreement
other than as  described  in (g) under  which the Company or the  Subsidiary  is
lessee of or holds or operates  any  property,  real or  personal,  owned by any
other Person under which payments to such Person exceed $10,000 per annum;

     lease or agreement  under which the Company is lessor or permits any Person
to hold or operate any material property, real or personal,  owned or controlled
by the Company;

     agreement  obligating  the Company or the  Subsidiary to pay any royalty or
similar  charge  for the  use or  exploitation  of any  tangible  or  intangible
property;

     covenant not to compete or other  restriction  on the Company's  ability to
conduct its business as presently conducted; or

     agreement other than those  described in paragraphs  (a)-(k) above that (i)
are not cancelable on 30-day notice and (ii) require future  expenditures of the
Company or its  Subsidiary  in excess of $100,000 per annum or pursuant to which
the Company or such Subsidiary will receive in exc of $200,000 per annum.

Tax Returns and Audits

     All required federal,  state and local tax returns of the Company have been
prepared and duly and timely filed,  and all material  federal,  state and local
taxes  required to be paid with  respect to the periods  covered by such returns
have been paid,  or the Company has made  provision for the payment of the same.
There are no outstanding agreements by the Company for the extension of time for
the  assessment of any tax. The Company is not, and has not been,  delinquent in
the payment of any material tax, assessment or governmental  charge. The Company
does not currently have any material tax deficiency proposed or assessed against
it, has no knowledge of any  proposed  liability  for any tax to be imposed upon
the  Company's or the  Subsidiary's  properties or assets for which there is not
adequate reserve in the financial statements  referenced in Section 2.9, and has
not  executed  any waiver of any statute of  limitations  on the  assessment  or
collection of any tax or governmental  charge.  To the Company's best knowledge,
none of the  Company's  federal  income  tax  returns  nor any  state  income or
franchise tax returns has ever been audited by governmental authorities.

Patents, Trademarks and Other Intangible Assets

     The  Company  and/or  the  Subsidiary  (i) own or have the right to use all
patents,  trademarks,  trade dress,  service marks,  trade names,  copyrights or
licenses and rights (collectively herein "Proprietary  Rights") which are listed
as described,  together with any applicable  registration  numbers and dates, on
Schedule 2.13, and which are all of the Proprietary  Rights used in or necessary
for the conduct of their respective businesses as now conducted,  or proposed to
be conducted without  infringing upon or otherwise acting  adverselyto the right
or claimed  right of any Person under or with respect to any of the  Proprietary
Rights and (ii) are not obligated or under any liability  whatsoever to make any
payments by way of royalties,  fees or otherwise to any owner or licensee of, or
other claimant to, any patent, trademark, service mark, trade name, copyright or
other  intangible  asset,  with respect to the use thereof or in connection with
the conduct of their businesses.

     The Company and the Subsidiary own and have the  unrestricted  right to use
all trade secrets, including know-how, inventions,  designs, processes, computer
programs and technical data and information  (collectively  herein "intellectual
property") required for or incident to the development,  manufacture,  operation
and sale of all products and services sold or proposed to be sold by them,  free
and clear of any right,  lien, or claim of others,  including without limitation
former employers of its employees; provided however, that the possibility exists
that other Persons,  completely  independently of the Company, the Subsidiary or
their respective employees or agents, could have developed intellectual property
similar or identical to those of the Company and the Subsidiary.

Employment Benefit Plans--ERISA

     Neither the Company nor the Subsidiary  maintains or makes contributions to
any pension,  profit sharing or other employee  pension  benefit plan within the
meaning of Section 3(2) of the Employee  Retirement Income Security Act of 1974,
as amended  ("ERISA").  Neither the Company nor the  Subsidiary has any material
liability  with respect to any such plan  (including,  without  limitation,  any
unfunded past service or other liability or any accumulated  funding deficiency)
or any material  liability to the Pension Benefit Guaranty  Corporation or under
Title IV of ERISA,  with respect to a  multi-employer  pension benefit plan, nor
would the Company or the  Subsidiary  have any such  liability  if any such plan
were  terminated or if the Company or such Subsidiary  withdrew,  in whole or in
part, from any multi-employer plan.

Title to Property and Encumbrances

     With  only  such  exceptions  as  are  immaterial  individually  and in the
aggregate,  each of the Company and the Subsidiary has good and marketable title
to all its properties and assets,  including  without  limitation the properties
and assets used in the conduct of its business,  except for properties  disposed
of in the ordinary  course of business  since the Balance  Sheet Date and except
for properties held under valid and subsisting leases that are in full force and
effect and that are not in default,  subject to no Lien,  except those reflected
on the Balance Sheet or the notes thereto and except for liens for taxes not yet
due and other  immaterial  liens arising in the ordinary  course of business and
not in connection with borrowed money.

Condition of Properties

     With  only  such  exceptions  as  are  immaterial  individually  and in the
aggregate, all facilities,  machinery,  equipment,  fixtures, vehicles and other
properties  owned,  leased or used by each of the Subsidiary and the Company are
in good  operating  condition and repair and are adequate and sufficient for the
Company's and each Subsidiary's business.

Insurance Coverage

     There is in full force and effect one or more policies of insurance  issued
by  insurers  of  recognized  responsibility,   insuring  the  Company  and  the
Subsidiary's respective properties and businesses against such losses and risks,
and in such amounts, as are customary in the case of corporations of established
reputation  engaged  in the same or similar  business  and  similarly  situated.
Neither the Company nor the Subsidiary  has been refused any insurance  coverage
sought or applied  for, and the Company has no reason to believe that it will be
unable to renew its or their existing  insurance coverage upon terms at least as
favorable  as those  presently  in effect,  other  than  possible  increases  in
premiums  that do not result  from any act or  omission  of the  Company or such
Subsidiary.

Litigation

     Except as disclosed on Schedule 2 hereto,  there is no legal action,  suit,
arbitration or other legal,  administrative or other governmental investigation,
inquiry or proceeding  (whether  federal,  state,  local or foreign)  pending or
threatened against or affecting the Company,  the Subsidiary or their respective
properties,  assets or businesses. To the best knowledge of the Company, none of
the pending  proceedings or threatened actions listed on Schedule 2 hereto might
result,  either in any case or in the aggregate,  in any material adverse change
in the business or financial  condition of the Company and the Subsidiary  taken
as a whole or any of their properties or assets or in any material impairment of
the  right  or  ability  of the  Company  and the  Subsidiary  to carry on their
business as now  conducted  or as proposed to be  conducted,  or in any material
liability on the part of the Company or the Subsidiary, and none that challenges
the validity of this Agreement,  the Warrants or any action taken or to be taken
in connection herewith. The foregoing includes, without limiting its generality,
actions pending or, to the actual  knowledge of the Company,  threatened (or any
threat  thereof)  involving the prior  employment of any of the Company's or the
Subsidiary's  employees,  or their use in connection  with the Company's or such
Subsidiary's  business of any information or techniques allegedly proprietary to
any of their  former  employers.  Neither the Company nor the  Subsidiary  is in
default  with  respect  to  any  order,  writ,  judgment,   injunction,  decree,
determination  or  award  of  any  court  or  of  any  governmental   agency  or
instrumentality (whether federal, state, local or foreign).

Licenses

     With  only  such  exceptions  as  are  immaterial  individually  and in the
aggregate,  the Company and its Subsidiary possess from the appropriate  agency,
commission,  board and governmental body and authority,  whether state, local or
federal, all licenses, permits, authorizations, approvals, franchises and rights
that are necessary for the Company and its  Subsidiary to engage in the business
currently  conducted  and  proposed  to be  conducted  by  them;  and  all  such
certificates,  licenses,  permits,  authorizations and rights have been lawfully
and  validly  issued,  are in  full  force  and  effect,  will  not be  revoked,
cancelled,  withdrawn,  terminated  or  suspended  and have a term of  perpetual
existence.

Employee Compliance With Prior Agreements

     To the best  knowledge  of the  Company,  no employee of the Company or the
Subsidiary is in violation of any terms of any  employment  contract,  patent or
trade secret disclosure  agreement or any other contract oragreement relating to
the right of any such employee to be employed by the Company or such  Subsidiary
because  of the  nature of the  business  conducted  or to be  conducted  by the
Company or such Subsidiary.  The Company is unaware of any proposed,  threatened
or actual  union  organization  activity  affecting  the current or  prospective
operations of the Company or the Subsidiary.

Suppliers

     Neither the Company nor the  Subsidiary  has received  any notice,  and the
Company does not otherwise know, that any supplier of the respective  businesses
of the Company and the  Subsidiary  has taken or indicated an intent to take any
steps  that  could  result  in a  material  increase  in  costs,  or a  material
restriction  of  material  adverse  effect on the  ability to  acquire  any item
material  to the  conduct of their  businesses  or the  operation  of any of the
assets or properties necessary for the conduct of such businesses.

Disclosure; Business Plan

     No  representation  or warranty by the Company in this  Agreement or in any
written statement or certificate furnished to the Investors,  or any of them, in
connection with the transactions contemplated by this Agreement contains or will
contain any untrue statement of a material fact or omits or will omit to state a
material fact necessary to make the  statements  made not misleading in light of
the  circumstances  under which they were made.  The Company  has  delivered  to
Investors the La Salsa 1995 Operating Plan, ("The Plan").  The Plan was prepared
in good  faith by the  Company,  on the  basis  of  reasonable  assumptions  and
investigations, to describe the Company's and the Subsidiary's plans, objectives
and projected growth.

Registration Rights

     Except as provided in the Foothill Warrant and in the Rights Agreement, the
Company is not  obligated to register  (through  either demand  registration  or
piggyback  registration) any of its presently  outstanding  securities or any of
its securities that may hereafter be issued pursuant to any existing agreement.

Use of Proceeds

     The  proceeds  from the sale of the Series D  Convertible  Preferred  Stock
shall be used for new restaurant capital  expenditures,  equipment and leasehold
financing,  general  working  capital  purposes  and  in  the  operation  of the
Company's business.

Registration Rights Agreement

     To the Company's best  knowledge,  the Rights  Agreement will  constitute a
valid and legally binding obligation of each of the parties thereto, enforceable
in  accordance  with its terms,  except (i) as limited by laws  relating  to the
availability  of specific  performance,  injunctive  relief,  or other equitable
remedies and (ii) to the extent the indemnification  provisions contained in the
Rights Agreement may be limited by applicable federal or state securities laws.

Representations and Warranties of the Investors 

     Each Investor,  severally but not jointly,  hereby  represents and warrants
that:

Authorization

     This  Agreement,  when  executed  and  delivered  by  such  Investor,  will
constitute its valid and legally binding  obligation,  enforceable in accordance
with its terms.

Purchase Entirely for Own Account

     This Agreement is made with such Investor in reliance upon such  Investor's
representation  to the  Company,  which  by such  Investor's  execution  of this
Agreement such Investor hereby confirms, that the Series D Convertible Preferred
Stock and Warrant to be received by such  Investor  (the  "Securities")  will be
acquired for  investment for such  Investor's  own account,  not as a nominee or
agent,  and not with a view to the resale or  distribution  of any part thereof,
and that such  Investor  has no  present  intention  of  selling,  granting  any
participation  in,  or  otherwise  distributing  the  same.  By  executing  this
Agreement, such Investor further represents that such Investor does not have any
contract,  undertaking,  agreement  or  arrangement  with  any  person  to sell,
transfer  or grant  participation  to such person or to any third  person,  with
respect to any of the  Securities.  Such  Investor  represents  that it has full
power and authority to enter into this Agreement.

Disclosure of Information

     Such  Investor  has made  investigations  that it  considers  necessary  or
appropriate  in  deciding  whether to purchase  the  Securities.  Each  Investor
further  represents  that it has had an opportunity to ask questions and receive
answers from the Company  regarding the terms and  conditions of the offering of
the  Securities.   The  foregoing,   however,  does  not  limit  or  modify  the
representations  and warranties of the Company in Section 2 of this Agreement or
the right of the Investors to rely thereon.

Investment Experience

     Such Investor is an investor in securities of companies in the  development
stage and acknowledges that it is able to fend for itself, can bear the economic
risk of its  investment  and has such  knowledge and  experience in financial or
business  matters that it is capable of  evaluating  the merits and risks of the
investment in the Securities. Such Investor also represents it is an "accredited
investor" as that term is defined in Regulation D under the Act and that, except
as disclosed in writing to the Company,  it was not organized for the purpose of
acquiring the Securities.

Restricted Securities

     It understands  that the Securities it is purchasing are  characterized  as
"restricted  securities" under the federal  securities laws inasmuch as they are
being acquired from the Company in a transaction not involving a public offering
and that under  such laws and  applicable  regulations  such  securities  may be
resold   without   registration   under  the  Act,   only  in  certain   limited
circumstances.  In this connection, each Investor represents that it is familiar
with Rule 144  promulgated  under the Act ("Rule 144"),  as presently in effect,
and understands the resale limitations imposed thereby and by the Act.

Further Limitations on Disposition

     Without in any way  limiting  the  representations  set forth  above,  each
Investor  further agrees not to make any disposition of allor any portion of the
Securities unless and until the transferee has agreed in writing for the benefit
of the  Company to be bound by the terms of  Sections 6 and 7 of this  Agreement
and:

     There is then in effect a  Registration  Statement as defined under the Act
covering such proposed  disposition  and such  disposition is made in accordance
with such Registration Statement; or

     (i)  Such  Investor  shall  have  notified  the  Company  of  the  proposed
disposition  and shall have  furnished  the Company with a  reasonably  detailed
statement of the circumstances  surrounding the proposed disposition and (ii) if
reasonably  requested by the Company,  such  Investor  shall have  furnished the
Company with an opinion of counsel, reasonably satisfactory to the Company, that
such disposition will not require registration of such shares under the Act.

Legends

     It is understood that the  certificates  evidencing the Securities may bear
one or all of the following legends:

     "These  securities  have not been  registered  under the  Securities Act of
1933,  as  amended.  They  may  not be  sold,  offered  for  sale,  pledged,  or
hypothecated  in the absence of a registration  statement in effect with respect
to  the  securities  under  such  Act  or  an  opinion  of  counsel   reasonably
satisfactory to the Company that such  registration  is not required.  Copies of
the  agreements  which cover the purchase of these  securities,  which  restrict
their transfer and voting and which contain  certain  provisions  binding on any
holder of these securities may be obtained by written request made by the holder
of record of this  certificate  to the Secretary of the Company at its principal
executive offices."

     "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."

     Any  legend  required  by the  laws  of the  State  of  California  and any
applicable Blue Sky laws of various states and jurisdictions.

Conditions to Investors' Obligations at Closing

     The obligations of each Investor under subsection 1.1 (b) of this Agreement
are subject to the fulfillment on or before the Closing of each of the following
conditions,  the waiver of which shall not be effective against any Investor who
does not consent in writing thereto:

Representations and Warranties

     The  representations  and warranties of the Company  contained in Section 2
shall be true on and as of the  Closing  with the same  effect  as  though  such
representations and warranties had been made upon and as of such Closing.

Performance

     The  Company  shall  have  performed  and  complied  with  all  agreements,
obligations  and conditions  contained in this Agreement that are required to be
performed or complied with by it on or before the Closing.

Compliance Certificate

     The Investors  shall have received a certificate  executed by the President
of the Company, dated the Closing Date, certifying that the conditions specified
in Sections 4.1 and 4.2 have been fulfilled.

Third Amended and Restated Registration Rights Agreement

     The Company,  each Investor,  and the holders of a majority of "Registrable
Securities," as such term is defined in the Rights Agreement, shall have entered
into the Rights Agreement.

Fourth Amended and Restated Restricted Stock Agreement

     The Company, each Investor, 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,
taken together as a single class,  and the holders of at least two-thirds of the
outstanding  shares of Series D Convertible  Preferred  Stock shall have entered
into the Restricted Stock Agreement.

Opinion of Company Counsel

     Each Investor shall have received from Brobeck, Phleger & Harrison, counsel
for the  Company,  an opinion,  dated as of the  Closing,  in the form  attached
hereto as Exhibit E.

Stockholder Approval

     The  stockholders  of La Salsa Holding Co. shall have approved the Restated
Certificate.

Due Diligence Review

     The Investors  shall have  completed to their sole  satisfaction  their due
diligence  review  of the  Company  and its  operations,  business,  assets  and
financial condition.

Warrants

     The Company and the Investors shall have executed the Warrants.

Conditions to the Company's Obligations at Closing

     The  obligations  of the Company to each Investor  under this Agreement are
subject to the  fulfillment by that Investor on or before the Closing of each of
the following conditions:

Representations and Warranties

     The  representations and warranties of the Investors contained in Section 3
shall be true upon and as of the  Closing  with the same  effect as though  such
representations and warranties had been made upon and as of the Closing.

Payment of Purchase Price

     Each Investor  shall have  delivered  the purchase  price for the Shares as
specified in Section 1.1(b) and the Warrants as specified in Section 1.2.

Third Amended and Restated Registration Rights Agreement

     The Company,  each Investor,  and the holders of a majority of "Registrable
Securities," as such term is defined in the Rights Agreement, shall have entered
into the Rights Agreement.

Fourth Amended and Restated Restricted Stock Agreement

     The Company, each Investor, 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,
taken together as a single class,  and the holders of at least two-thirds of the
outstanding  shares of Series D Convertible  Preferred  Stock shall have entered
into the Restricted Stock Agreement.

Qualifications

     The consent or approval of all  relevant  Blue Sky  authorities  shall have
been  obtained  with  respect  to the  offer  and sale to the  Investors  of the
Securities  or such offer and sale shall be exempt from such consent or approval
as evidenced in form reasonably satisfactory to the Company.

Warrants

     The Company and the Investors shall have executed the Warrants.

Drag-Along Rights

     In the event that the  holders of (i) a majority  of the  Company's  voting
capital stock and (ii) a majority of the Series A Convertible  Preferred  Stock,
Series B Convertible  Preferred Stock, Series C Convertible  Preferred Stock and
Series D  Convertible  Preferred  Stock,  voting  as a sin  class  ((i) and (ii)
together,  the "Selling Holders"),  determine to accept an offer from any person
(other than a Selling  Holder or any  Affiliate  thereof) to purchase all of the
Company's  Common Stock on a fully converted basis,  then each Investor,  to the
extent  required by the purchaser,  shall sell, and shall cause any Affiliate of
it to sell,  all shares of Common Stock and other  securities  convertible  into
Common Stock (the "Drag-Along  Stock") held by it or such Affiliate  pursuant to
such offer to purchase (the "Drag-Along  Sale"). All holders of Drag-Along Stock
shall (x) receive the same consideration per share of Drag-Along Stock, shall be
subject to the same terms and conditions of sale and shall  otherwise be treated
equally  or,  where  appropriate,  pro rata  based  upon the number of shares of
Drag-Along  Stock,  as the case may be, held by each holder and (y) execute such
documents  and take such  actions as may be  reasonably  required by the selling
group  representative  (the "Selling  Holders  Representative,"  which initially
shall be Sienna Holdings,  Inc. until the Investors are notified of the name and
address of a successor  Selling  Holders  Representative).  Any such sale by any
Investor  shall be on the same terms and  conditions as the proposed  Drag-Along
Sale by the Selling Holders;  provided,  however,  that each selling stockholder
shall  contribute pro rata based upon the number of shares being sold by each, a
percentage  of the total sa proceeds as agreed upon by the holders of a majority
of the shares  being sold,  to an escrow fund to be  established  by the Selling
Holders  Representative  to serve as the  exclusive  source  of  indemnification
obligations  (other than  representations  as to  unencumbered  ownership of and
ability to transfer the shares being sold of any other seller in the  Drag-Along
Sale, which shall be the sole responsibility of each selling stockholder) to the
purchaser in the Drag-Along Sale.

     The Selling  Holders  participating  in a  Drag-Along  Sale (or the Selling
Holders Representative on behalf of such Selling Holders) shall promptly provide
each Investor with written  notice (the "Sale Notice") not more than 60 nor less
than 30 days prior to the date of the Drag-Along Sa (the "Sale Date"). Each Sale
Notice shall set forth: (i) the name and address of each proposed  transferee or
purchaser of shares of Drag-Along Stock in the Drag-Along Sale; (ii) the form of
consideration to be paid for such shares and the terms and conditions of payment
offered by each proposed  transferee or purchaser;  (iii)  confirmation that the
proposed  purchaser or transferee has been informed of the  "Drag-Along  Rights"
provided  for herein and has agreed to purchase  shares of  Drag-Along  Stock in
accordance with the terms hereof; and (iv) the Sale Date.

     The  provisions  of this  Section 6 shall apply  regardless  of the form of
consideration  received  in the  Drag-Along  Sale.  Any  non-cash  consideration
proposed for the Drag-Along  Stock shall be limited to debt  instruments  and/or
freely  tradeable  property,  and each Investor shall accept i pro rata share of
such non-cash  consideration  for the Drag-Along Stock based on its proportional
ownership of shares of Drag-Along Stock.

     "Affiliate"  of a  specified  person  means any other  person  directly  or
indirectly  controlling  or  controlled  by or under  direct or indirect  common
control  with  such  specified  person  and,  in the case of a person  who is an
individual,  shall  include (i)  members of such  specified  person's  immediate
family (as defined in instruction 2 of Item 404(a) of Regulation S-K promulgated
by the  Securities  and Exchange  Commission)  and (ii) trusts whose trustee and
beneficiaries  include only such  specified  persons or members of such person's
immediate  family as determined in accordance with the foregoing clause (i). For
the purposes of this definition, "control, when used with respect to any person,
means the power to direct the management  and policies of such person,  directly
or indirectly,  whether through the ownership of voting securities,  by contract
or  otherwise;  and the  terms  "controlling"  and  "controlled"  have  meanings
correlative to the foregoing.

     The provisions of this Section 6 shall terminate upon the closing of a firm
commitment  underwritten  public  offering  of the Common  Stock  pursuant  to a
registration statement declared effective under the Act.

Covenants of the Company

     The Company hereby covenants and agrees with the Investors as follows:

Basic Information and Access

     As soon as practicable after the end of each fiscal quarter and each fiscal
year, and in any event within forty-five (45) days after each fiscal quarter and
within one hundred  five (105) days after each fiscal  year,  the Company  shall
furnish  to each  Investor,  so long as each  Investo  holds  shares of Series D
Convertible  Preferred  Stock,  and subject to Section 7.3 hereof,  consolidated
balance  sheets of the Company and its  Subsidiary  as of the end of each fiscal
quarter and fiscal year, and consolidated  statements of income and cash flow of
the  Company  and its  Subsidiary  for such  fiscal  quarter  and  fiscal  year,
respectively,   prepared  in  accordance  with  generally  accepted   accounting
principles  consistently  applied and setting forth in each case in  comparative
form the  figures  for the  previous  fiscal  quarter  or  fiscal  year,  all in
reasonable detail and, in the case of such quarterly  reports,  certified by the
Company's  chief  financial   officer  and  accompanied  by  a  brief  narrative
description on the Company's  business  activities during said quarter,  and, in
the case of such annual reports,  certified by independent public accountants of
recognized national standing.

     The Company  shall  permit each  Investor  so long as such  Investor  holds
shares of Series D  Convertible  Preferred  Stock,  and  subject to Section  7.3
hereof,  (i) to  visit  and  inspect  at  such  Investor(s)  expense  any of the
properties  of the  Company or any of its  Subsidiary  and to discuss  and their
affairs,  finances and accounts with its and their officers, all upon reasonable
notice to the Company and/or its  Subsidiary,  at such  reasonable  times and as
often as may be reasonably  requested;  (ii) to be  represented at the Company's
expense at all  meetings of the Board of  Directors of the Company by one person
or, if the Investors  (excluding  Sienna and InterWest) are not represented by a
director of the  Company,  two  persons,  in either case to be  designated  by a
majority of the  Investors  (excluding  Sienna and  InterWest),  with respect to
which reasonable notice shall be provided to each Investor; and (iii) to discuss
the affairs,  finances and accounts of the Company with its officers and consult
with and advise the officers of the Company as to the  management of the Company
at all reasonable times and as often as reasonably requested,  provided that the
Investors shall maintain the  confidentiality of any proprietary  information of
the Company  thereby  obtained and provided  further  that the  Investors  shall
conduct all such inspections in a manner that is not disruptive to the employees
or operations of the Company.

Additional Information

     In addition,  the Company shall deliver to each  Investor,  so long as such
Investor holds shares of Series D Convertible Preferred Stock:

     as soon as practicable after the end of each fiscal month, and in any event
within thirty (30) days thereafter,  consolidated  balance sheets of the Company
and its  Subsidiary,  if any,  as at the end of such month,  and a  consolidated
statement of income of theCompany  and its Subsidiary if any, for each month and
for the current  fiscal  year to date,  prepared in  accordance  with  generally
accepted  accounting  principles  consistently  applied,  with  such  statements
certified  as  having  been  prepared  in  accordance  with  generally  accepted
accounting  principles  consistently  applied, by the chief financial officer of
the Company,  and accompanied by a brief narrative  description of the Company's
business activities during said month; and

     no later  than  thirty  (30) days prior to the end of any  fiscal  year,  a
business  plan  and  budget  for the  Company  for the  succeeding  fiscal  year
(commencing with the Company's 1995 fiscal year), containing  information,  data
and other  materials  typically  included  in a  business  plan and  budget of a
Company similar in size and nature to the Company, inclusive without limitation,
in respect of the budget, budget date for each month of such fiscal year.

Suspension of Certain Covenants

     The covenants  set forth in Sections 7.1 and 7.2 shall  terminate and be of
no further  force or effect with respect to all  Investors  after the  effective
date  of a  registration  statement  filed  by the  Company  under  the  federal
Securities Act of 1933, as amended,  covering the underwritten offer and sale of
Common Stock to the public and having  aggregate  net proceeds to the Company of
not less than ten million dollars ($10,000,000).

Negative Covenants

     In addition to any  restrictions  contained  in the  Restated  Certificate,
without  the prior  written  consent of the  holders  of a majority  of the then
outstanding  shares of Series B,  Series C and  Series D  Convertible  Preferred
Stock, the Company shall not:

     except as provided in the  Restated  Certificate  or pursuant to the Option
Plan, redeem any shares of any class of its capital stock or cause or permit any
Employee Stock  Ownership Plan as defined in 4975(e)(7) of the Internal  Revenue
Code of 1986, as amended,  or other  employee  stock  ownership plan to purchase
shares of any class of its capital stock;

     assume,  guarantee,  endorse or otherwise  become  directly or contingently
liable  for any  obligation  or  indebtedness  other  than such  liabilities  as
presently  exist or are incurred in the ordinary  course of business,  including
the acquisition and/or development of Company restaurants;

     sell,  assign,  lease or otherwise dispose of any of its assets,  including
its  receivables  and any of the  stock  of any  Subsidiary,  other  than in the
ordinary  course of business,  including  the  acquisition,  disposition  and/or
development of Company restaurants;

     make any loan or advance to any  employee of the Company or any  Subsidiary
thereof  except (i) the payment of  salaries  (which,  in the case of  officers,
shall be approved in advance by the Company's Board of Directors), (ii) advances
for reasonable  travel  expenses in connection with th Company's  business,  and
(iii) the  acceptance  of promissory  notes  approved in advance by the Board of
Directors  given for the purchase of the  Company's  capital  stock if otherwise
permitted by this Section 7.4; and

     own, or permit any  Subsidiary  of the  Company to own,  any stock or other
securities  of any  corporation,  partnership,  association  or  other  form  of
business  entity  except the  securities  of a  wholly-owned  Subsidiary  of the
Company or such Subsidiary.

Additional Covenants

     In addition,  the Company shall, or shall cause each of its Subsidiary,  as
applicable, to:

     promptly pay and discharge,  or cause to be paid and  discharged,  when due
and payable,  all lawful taxes,  assessments and governmental  charges or levies
imposed  upon the  income,  profits,  property or business of the Company or any
Subsidiary;  provided,  however,  that any such tax, assessment,  charge or levy
need not be paid if the validity  thereof  shall  currently be contested in good
faith by appropriate  proceedings and if the Company shall have set aside on its
books adequate reserves with respect thereto;  and provided,  further,  that the
Company shall pay all such taxes, assessments,  charges or levies forthwith upon
the  commencement or proceedings to foreclose any lien that may have attached as
security therefor;

     promptly pay or cause to be paid when due, or in conformance with customary
trade terms,  all other  indebtedness  incident to the operations of the Company
and its Subsidiary;

     keep its  properties  and those of its  Subsidiary in good repair,  working
order and condition,  reasonable  wear and tear excepted,  and from time to time
make all needful  and proper  repairs,  renewals,  replacements,  additions  and
improvements thereto;

     comply,  and cause its  Subsidiary  to comply,  with the  provisions of all
leases  to  which  any of them is a party or under  which  any of them  occupies
property;

     keep its  assets  and  those  of its  Subsidiary  that are of an  insurable
character  insured  by  reputable  insurers  against  loss or damage by fire and
explosion in amounts  customary  for companies in similar  businesses  similarly
situated; and maintain, with financially sound and reputable insurers, insurance
against  other  hazards and risks and  liability  to persons and property to the
extent and in the manner customary for companies in similar businesses similarly
situated;

     keep true  records  and books of account in which  full,  true and  correct
entries will be made of all dealings or transactions in relation to its business
and affairs in accordance with generally accepted accounting  principles applied
on a consistent basis;

     duly  observe and conform  to, and cause its  Subsidiary  to so observe and
conform to, in all material  respects,  all valid  requirements  of governmental
authorities  relating to the conduct of their businesses or to their property or
assets; and

     maintain in full force and effect its  corporate  existence  and rights and
use its best efforts to maintain in full force and effect all licenses and other
rights to use patents,  processes,  licenses,  trademarks,  service marks, trade
names or copyrights  owned or possessed by it or any Subsidiary and necessary to
the conduct of its business.

Additional Sales of Series D Convertible Preferred Stock

     Following the Closing, the Company shall not issue any additional shares of
Series D Convertible Preferred Stock.

Indemnification

Indemnification of the Investors

     The Company  hereby  agrees to indemnify  and hold  harmless the  Investors
against  any and all  losses,  liabilities,  damages,  demands,  claims,  suits,
actions,  judgments,  causes  of  action,  assessments,   costs,  and  expenses,
including, without limitation, interest, penalties, attorneys' fees, any and all
expenses  incurred  in  investigating,  preparing,  and  defending  against  any
litigation,  commenced or threatened,  and any claim whatsoever, and any and all
amounts paid in settlement of any claim or litigation  (collectively,  "Investor
Damages"),  asserted  against,  resulting  from,  imposed  upon,  or incurred or
suffered  by any of the  Investors  directly  or  indirectly,  as a result of or
arising  from  any  inaccuracy  in or  breach  or  nonfulfillment  of any of the
representations,  warranties,  covenants,  or agreements  made by the Company in
this Agreement or any facts or  circumstances  constituting  such an inaccuracy,
breach, or nonfulfillment  (all of which,  shall be referred to as "Identifiable
Claims").

Procedure For Indemnification with Respect to Identifiable Claims

     In the event that an Investor  asserts the existence of a claim giving rise
to Investor Damages,  it shall give written notice to the Company.  Such written
notice shall state that it is being given pursuant to this Section 8.2,  specify
the nature and amount of the claim  asserted and indicate the date on which such
assertion  shall be deemed  accepted  and the amount of the claim deemed a valid
claim (such date to be established in accordance with the next sentence). If the
Company, within 30 days after the mailing of notice by such Investor,  shall not
give  written  notice to such  Investor  announcing  its intent to contest  such
assertion of such  Investor,  such  assertion  shall be deemed  accepted and the
amount of claim shall be deemed a valid claim. In the event,  however,  that the
Company  contests the assertion of a claim by giving such  writtennotice to such
Investor  within said period,  then the parties shall act in good faith to reach
agreement regarding such claim.

Miscellaneous

Survival of Warranties

     The warranties,  representations and covenants of the Company and Investors
contained in or made pursuant to this Agreement  shall survive the execution and
delivery  of this  Agreement  and the Closing and shall in no way be affected by
any  investigation  of the subject  matter  thereof  made by or on behalf of the
Investors or the Company.

Successors and Assigns

     Except as  otherwise  provided  herein,  the terms and  conditions  of this
Agreement  shall  inure to the  benefit  of and be binding  upon the  respective
successors  and assigns of the parties  (including  transferees of any shares of
Series D Convertible  Preferred  Stock sold hereunder or any Common Stock issued
upon conversion of the Series D Convertible  Preferred  Stock).  Nothing in this
Agreement,  express or implied,  is intended to confer upon any party other than
the  parties  hereto or their  respective  successors  and  assigns  any rights,
remedies,  obligations,  or  liabilities  under or by reason of this  Agreement,
except as expressly provided in this Agreement.

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.

Disclosure of Information

     The  parties  agree  to  maintain  the  confidentiality  of the  terms  and
conditions of this Agreement prior to Closing,  except to the extent required by
law. No party shall  disseminate  (except to the parties to this  Agreement) any
press release or announcement  concerning the transactions  contemplated by this
Agreement  or the parties  hereto  prior to Closing,  without the prior  written
consent of all parties.

Counterparts

     This Agreement may be executed in two or more  counterparts,  each of which
shall be deemed an original,  but all of which together shall constitute one and
the same instrument.

Titles and Subtitles

     The titles and subtitles  used in this  Agreement are used for  convenience
only and are not to be considered in construing or interpreting this Agreement.

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.  A copy of any notices sent to the Company shall be sent to:
Sienna Holdings,  One Market,  Steuart Street Tower,  Suite 2550, San Francisco,
California 94105 Attn: Daniel L. Skaff; InterWest Partners, 3000 Sand Hill Road,
Building 3, Suite 255,  Menlo  Park,  CA 94025,  Attn:  Mr.  Wallace R.  Hawley;
Brobeck,  Phleger & Harrison,  Two Embarcadero Place, 2200 Geng Road, Palo Alto,
CA 94303,  Attn:  Gari L. Cheever,  Esq.;  and  Noro-Moseley  Partners,  9 North
Parkway Square, 4200 Northside Parkway,  Atlanta, GA 30327, Attn: Jack R. Kelly,
Jr. 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.

Attorney's Fees; Expenses

     If any action at law or in equity is necessary to enforce or interpret  the
terms of this  Agreement,  the Warrants,  the Rights  Agreement,  the Restricted
Stock  Agreement  or the Restated  Certificate,  the  prevailing  party shall be
entitled to reasonable  attorney's fees,  costs, and necessary  disbursements in
addition to any other relief to which such party may be entitled.

Amendments and Waivers

     Any term of this Agreement may be amended and the observance of any term of
this Agreement may be waived (either  generally or in a particular  instance and
either  retroactively  or  prospectively),  only with the written consent of the
Company and the holders of a majority  of the shares of Common  Stock  issued or
issuable  pursuant to  conversion of the Series D  Convertible  Preferred  Stock
issued  pursuant  to  this  Agreement.  Any  amendment  or  waiver  effected  in
accordance with this section shall be binding upon each holder of any securities
purchased  under this Agreement at the time  outstanding,  each future holder of
all such securities, and the Company.

Severability

     If one or more  provisions of this  Agreement are held to be  unenforceable
under  applicable  law, such provision shall be excluded from this Agreement and
the balance of the Agreement  shall be  interpreted as if such provision were so
excluded and shall be enforceable in accordance with its term.

<PAGE>


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

                                    THE COMPANY:

                                    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, CA  90025


                                   THE INVESTORS:

                                   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>


                                  SCHEDULE 1.1

                             Schedule of Investors

<TABLE>
<CAPTION>
                                 Number of Shares        Purchase Price
                                   of Series D            of Series D          Number of        Purchase        Aggregate
                                   Convertible            Convertible           Warrant         Price of        Purchase
Name                             Preferred Stock         Preferred Stock        Shares        Warrant Price
<S>                                <C>                   <C>                   <C>             <C>            <C>   
Casual Dining                       
Ventures, Inc. ................... 4,166,667             $5,000,000.40         4,729,470       $4,729.47      $5,004,729.87
</TABLE>


<PAGE>


                                SCHEDULE 2.4(c)

                            SCHEDULE OF SHAREHOLDERS
                                                                    Common Stock
Name                                                                   Shares

Charles L. Boppell ........................................            13,333
James Crooks ..............................................             4,000
Antonio De La Rosa ........................................            12,000
Robert G. Gammel ..........................................             6,000
Frank J. Holdraker ........................................             6,000
Moon Fong Mathewson .......................................             9,125
Edward T. Peabody .........................................            30,000
Catherine Sabatini ........................................             5,000
Thomas V. Saiza ...........................................            13,500
Larry Sarokin .............................................            12,000
Steve Sather ..............................................            10,000
Steven R. Selcer ..........................................             6,000
Sheryl Weingart ...........................................             2,708
Ronald D. Weinstock Inc. ..................................             6,000
                                                                      -------
Total .....................................................           135,666
                                                                      =======


<PAGE>


                      Series A Convertible Preferred Stock
Name                                                                      Shares

Theodore H. Ashford ........................................               3,320
Donald Benjamin ............................................               9,000
Crown Associates III, L.P. .................................              33,204
Crown-Glynn Associates, L.P. ...............................              15,938
U.S. Trust Company of New York, ............................              17,266
        as Trustee for the Crown Trust
Bankers Trust Company, .....................................              99,613
        as Master Trustee for
        Hughes Aircraft Retirement Plan
        InterWest Partners IV ..............................           3,182,190
Frank Holdraker ............................................               4,500
Sienna Holdings, Inc., .....................................           3,218,462
 as Trustee for La Salsa, Inc. .............................
Howdy S. Kabrins ...........................................              64,000
Charles Lynch ..............................................              82,000
Noro-Moseley Partners II, L.P. .............................              99,613
Seidler Salsa, L.P. ........................................              33,204
Sienna Holdings, Inc. as Nominee ...........................              41,000
Sienna Limited Partnership I ...............................           3,182,190
Vicki Tanner ...............................................              10,000
Ronald D. Weinstock Inc. ...................................               4,500
                                                                      ----------
Total ......................................................          10,100,000
                                                                      ==========


<PAGE>


                      Series B Convertible Preferred Stock
Name                                                                      Shares

Theodore H. Ashford .........................................             33,333
Crown Associates III, L.P. ..................................            333,333
Crown-Glynn Associates, L.P. ................................            160,000
U.S. Trust Company of New York, .............................            173,334
        as Trustee for the Crown Trust
Bankers Trust Company, ......................................          1,000,000
        as Master Trustee for
        Hughes Aircraft Retirement Plan
        InterWest Partners IV ...............................            800,000
Noro-Moseley Partners II, L.P. ..............................          1,000,000
Seidler Salsa, L.P. .........................................            333,333
Sienna Limited Partnership I ................................            800,000
                                                                       ---------
Total .......................................................          4,633,333
                                                                       =========


                      Series C Convertible Preferred Stock
Name                                                                      Shares

Theodore H. Ashford .........................................              4,309
Crown Associates III, L.P. ..................................             86,187
Noro-Moseley Partners II, L.P. ..............................            129,280
Seidler Salsa, L.P. .........................................             43,093
Bankers Trust Company, ......................................            129,280
        as Master Trustee for
        Hughes Aircraft Retirement Plans
Sienna Limited Partnership I ................................            468,182
Sienna Holdings, Inc. .......................................              4,820
InterWest Partners IV .......................................            468,182
                                                                       ---------
Total .......................................................          1,333,333
                                                                       =========



<PAGE>


                      Series D Convertible Preferred Stock
Name                                                                      Shares

FMA High Yield Income L.P. .................................             749,067
WSIS Flexible Income Partners L.P. .........................             112,360
WSIS High Income L.P. ......................................             337,080
Sienna Limited Partnership II ..............................           1,498,134
InterWest Partners IV ......................................             337,080
Bankers Trust Company as ...................................              50,839
        Master Trustee for
        Hughes Aircraft
        Retirement Plans
Noro-Moseley Partners II, L.P. .............................              50,839
Theodore H. Ashford ........................................               1,693
                                                                       ---------
Total ......................................................           3,137,092
                                                                       =========



<PAGE>
<TABLE>
<CAPTION>
                                 SCHEDULE 2.13
                             REGISTERED TRADEMARKS

Mark                             Goods                          Reg. No.             Dec. Use and/or Renewal
<S>                              <C>                            <C>              <C>         <C>           <C>
*DESIGN OF MAN & KNIFE           Aerated water                  1,522,842         1-31-89     1-31-2009
*LA SALSA                        Aerated water                  1,517,380        12-20-88    12-20-2008
LA SALSA (California)            Restaurant services                 7826         3-21-79       3-21-99
*LA SALSA                        Restaurant services            1,257,963        11-15-83    11-15-2003
*LA SALSA & DESIGN OF
  MAN WITH KNIFE                 Restaurant services            1,331,404         4-16-85     4-16-2005
*THE TRADITION CONTINUES         Restaurant services            1,352,247         7-30-85     7-30-2005
*LA SALSA (Script)               Restaurant services            1,417,032        11-11-86    11-11-2006
*DESIGN OF MAN WEARING SOMBRERO  Restaurant services            1,645,652         5-21-91       5-21-97     5-21-2001
*THE ORIGINAL GOURMET BURRITO    Burritos for consumption on
                                   or off the premises          1,652,067         7-23-91       7-23-97     7-23-2001
*THE BOX                         Restaurant services, namely, 
                                   the sale of goods for 
                                   off-site consumption         1,678,143          3-3-92        3-3-98      3-3-2002
WE DO NOT OWN A CAN OPENER!!     Restaurant services            1,733,866        11-17-92      11-17-98    11-17-2002
QUE HUEVOS THE MEXICAN 
  POWER BREAKFAST                Restaurant services            1,735,499        11-24-92      11-24-98    11-24-2002
AN AUTHENTIC INVITATION          Restaurant services            1,743,734        12-29-92      12-29-98    12-29-2002
*ENJOY THE PASSION               Restaurant services            1,784,616         7-27-93       7-27-99     7-27-2003

</TABLE>

<TABLE>
<CAPTION>
                              PENDING APPLICATIONS


Mark                                    Goods                          Reg. No.         Date 
<S>                                     <C>                            <C>              <C>    

*LA SALSA - FRESH MEXICAN GRILL         Restaurant services            424,105           8-11-93
*FRESH MEXICAN GRILL                    Restaurant services            586,109          10-17-94
*LA SALSA - THE ORIGINAL TAQUERIA       Restaurant services            Awaiting Information
LA SALSA (Stick Logo)                   Restaurant services            645,397           3-13-95
LA SALSA (Red and Green Design)         Restaurant services            704,220           7-21-95
CALIFORNIAN "VEGGIE"                    Burrito for consumption
                                          on or off the premises       714,379           8-11-95
ALWAYS FRESH...ALWAYS FUN!              Restaurant services            023,474          11-24-95

</TABLE>

* designates registration assigned to or in the name of La Salsa Holding Co.

<PAGE>



                             TRADEMARK COUNTRY LIST

                                 REGISTRATIONS
<TABLE>
<CAPTION>
Mark        Country     Goods                                                                    No. & Date            Renewable
<S>         <C>         <C>                                                                  <C>        <C>            <C>
LA SALSA    Canada      Paper and party items, namely, menus, posters, paper decorations,
                          hats, cups; restaurant services; namely, take-out food services
                          and bar and lounge services                                          399,493   6-26-92       6-26-2007
LA SALSA    Japan       Tea, coffee, cocoa, soft drinks, fruit juices, ice, in Japanese
                          Class 29                                                           2,276,702  10-31-90       7-31-2000
LA SALSA    Japan       Paper napkins, other napkins, cups, other tableware, other goods
                          belonging to this class (Japanese Class 19)                        2,269,547   9-21-90       6-21-2000

</TABLE>


<PAGE>


                             TRADEMARK COUNTRY LIST

                                 REGISTRATIONS
<TABLE>
<CAPTION>
Mark            Country         Goods                        Filing Info.
<S>             <C>             <C>                        <C>         <C>    
LA SALSA        Australia       Restaurant services        656396      3-23-95
LA SALSA        Japan           Restaurant services        35034/1996   4-7-95
LA SALSA        Mexico          Restaurant services        158658      1-15-93
LA SALSA        Puerto Rico     Restaurant services        Awaiting filing information
</TABLE>

<PAGE>


                                   SCHEDULE 2

                             Schedule of Exceptions



<PAGE>


                                   EXHIBIT A

               Amended and Restated Certificate of Incorporation



<PAGE>


                                   EXHIBIT B

              Form of Series D Convertible Preferred Stock Warrant

<PAGE>


                                   EXHIBIT C

             Fourth Amended and Restated Restricted Stock Agreement



<PAGE>


                                   EXHIBIT D

            Third Amended and Restated Registration Rights Agreement