THIRD AMENDED AND RESTATED REGISTRATION RIGHTS 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"),
and the persons and entities listed on Schedule 1 hereto (the  "Investors")  for
the purpose of (i) amending and  restating  the rights  related to  registration
pursuant  to the  Securities  Act of 1933 (the "Act" ) for the shares of capital
stock  of the  Company  purchased  by the  Investors  pursuant  to the  Original
Agreements,  the Series B Stock Purchase Agreement,  the Series C Stock Purchase
Agreement and the Original Series D Stock Purchase  Agreement (as defined below)
and (ii) to establish such similar  registration rights for the shares of Series
D  Convertible  Preferred  Stock  purchased  pursuant to a Series D  Convertible
Preferred Stock and Warrant  Purchase  Agreement (the "New  Agreement"),  by and
between the Company and Casual Dining  Ventures,  Inc.  ("CDV"),  to be executed
concurrently  herewith  and  shares  of  Series D  Convertible  Preferred  Stock
issuable  upon  exercise  of a  warrant  purchased  by CDV  pursuant  to the New
Agreement (the "CDV Warrant").

                  WHEREAS,  in  connection  with the  transactions  contemplated
under that certain Asset and Stock Purchase and Reorganization Agreement,  dated
as of February 19, 1992 (the "Asset Purchase  Agreement"),  the Company,  Sienna
Limited  Partnership I, a California limited partnership  ("Sienna"),  InterWest
Partners IV, a California limited  partnership  ("InterWest"),  Howdy S. Kabrins
("Kabrins"),  La Salsa, Inc., a California  corporation ("La Salsa"), and Sienna
Holdings, Inc., a California corporation,  as Nominee ("Nominee"),  entered into
that certain Series A Preferred and Common Stock Purchase Agreement, dated as of
March 4, 1992 (the "First  Agreement"),  under which the  parties  were  granted
certain  registration  rights related to the capital stock acquired  pursuant to
the Asset Purchase Agreement and the First Agreement;

                  WHEREAS,  Michael E. Kassan ("Kassan") entered into a Series A
Preferred and Common Stock  Purchase  Agreement,  dated as of August 26, 1992 by
and among Kassan,  the Company,  Sienna and InterWest  (the "Kassan  Agreement")
which granted Kassan certain registration rights related to the capital stock he
acquired  under  the  Kassan  Agreement,   and  such  shares  were  subsequently
transferred to Howdy S. Kabrins;

                  WHEREAS,  Charles A. Lynch  ("Lynch,"  and  collectively  with
Kabrins,  La  Salsa,  Nominee,  Sienna,  InterWest  and  Kassan,  the  "Original
Investors")  entered  into a  Series  A  Preferred  and  Common  Stock  Purchase
Agreement,  dated as of August 26, 1992 by and among Lynch, the Company,  Sienna
and InterWest (the "Lynch  Agreement") which granted Lynch certain  registration
rights related to the capital stock he acquired under the Lynch Agreement;

<PAGE>
                                                     
                  WHEREAS,  Sienna and InterWest purchased  additional shares of
the Company's  capital  stock  pursuant to a Series A Preferred and Common Stock
Purchase Agreement, dated as of October 6, 1992 by and among the Company, Sienna
and  InterWest  (the  "Second   Agreement,"  and  collectively  with  the  First
Agreement,  Kassan  Agreement and Lynch  Agreement,  the "Original  Agreements")
which granted  registration rights for the shares purchased thereunder identical
to the rights granted in the First Agreement;

                  WHEREAS,  on May 11, 1993,  the Company  filed an amendment to
its certificate of incorporation  which reclassified the capital stock purchased
pursuant to the Original  Agreements  into Series A Convertible  Preferred Stock
(collectively  with  the  Series  B  Convertible   Preferred  Stock,   Series  C
Convertible  Preferred  Stock and  Series D  Convertible  Preferred  Stock,  the
"Convertible Preferred Stock");

                  WHEREAS, the Company,  Theodore H. Ashford ("Ashford"),  Crown
Associates III, L.P., a Delaware limited partnership ("C.A.  III"),  Crown-Glynn
Associates,  L.P., a Delaware limited  partnership  ("Crown-Glynn"),  U.S. Trust
Company  of New  York as  Trustee  for the  Crown  Trust  ("Crown  Trust,  " and
collectively with C.A. III and Crown- Glynn, "Crown"), Bankers Trust Company, as
Master  Trustee for Hughes  Aircraft  Retirement  Plans  ("Hughes"),  InterWest,
Noro-Moseley Partners II, L.P., a Georgia limited partnership  ("Noro-Moseley"),
Seidler Salsa,  L.P., a Delaware  limited  partnership  ("Seidler"),  and Sienna
(collectively,  the "Series B  Investors")  entered into that  certain  Series B
Convertible  Preferred  Stock Purchase  Agreement  dated as of May 12, 1993 (the
"Series B Stock Purchase Agreement"), and in connection therewith entered into a
Registration  Rights  Agreement  dated as of May 12,  1993,  (the  "Registration
Rights Agreement"),  by and among the Company,  the Original Investors,  and the
Series B Investors,  which  superseded  the  registration  rights granted in the
Original  Agreements  and  granted  certain  registration  rights for the shares
purchased  under  the  Series  B  Stock  Purchase  Agreement  and  the  Original
Agreements;

                  WHEREAS,  the  Company,   Ashford,  C.A.  III,   Noro-Moseley,
Seidler,  Hughes,  Sienna,  Nominee and InterWest  (collectively,  the "Series C
Investors")  entered  into that certain  Series C  Convertible  Preferred  Stock
Purchase  Agreement  dated as of April 1,  1994 (the  "Series  C Stock  Purchase
Agreement"),  and in connection  therewith  entered into an Amended and Restated
Registration   Rights  Agreement  dated  as  of  April  1,  1994  (the  "Amended
Registration  Rights  Agreement"),  by  and  among  the  Company,  the  Original
Investors,  the Series B Investors and the Series C Investors,  which superseded
the registration rights granted in the Registration Rights Agreement and granted
certain  registration  rights  for  the  shares  purchased  under  the  Original
Agreements,  the  Series  B Stock  Purchase  Agreement  and the  Series  C Stock
Purchase Agreement;

<PAGE>

                  WHEREAS,  the  Company,  FMA  High  Yield  Income  L.P.,  WSIS
Flexible Income Partners L.P., WSIS High Income L.P., Sienna Limited Partnership
II, InterWest,  Hughes,  Noro-Moseley and Ashford  (collectively,  the "Original
Series D Investors")  entered into that certain  Series D Convertible  Preferred
Stock  Purchase  Agreement  dated as of March 3,  1995 and  March 8,  1995  (the
"Original  Series D Stock  Purchase  Agreement"),  and in  connection  therewith
entered into a Second Amended and Restated  Registration  Rights Agreement dated
as of March 3,  1995 (the  "Second  Amended  and  Restated  Registration  Rights
Agreement"),  by and among the  Company,  the Original  Investors,  the Series B
Investors,  the Series C Investors  and the Original  Series D Investors,  which
superseded  the  registration  rights granted in the Second Amended and Restated
Registration  Rights Agreement and granted certain  registration  rights for the
shares  purchased  under the Original  Agreements,  the Series B Stock  Purchase
Agreement, the Series C Stock Purchase Agreement and the Original Series D Stock
Purchase Agreement;

                  WHEREAS,  the second Amended and Restated  Registration Rights
Agreement  may be amended and restated  with the written  consent of each of (i)
the Company,  (ii) the holders of a majority of the  Registrable  Securities (as
such term is defined in such  agreement)  and (iii) the holders of greater  than
sixty-six and two thirds percent (66-2/3%) of the outstanding shares of Series D
Convertible Preferred Stock and Series D Notes;

                  WHEREAS,  the  Company,  the  holders  of a  majority  of  the
Registrable  Securities and the holders of greater than sixty-six and two-thirds
percent  (66-2/3%) of the outstanding  shares of Series D Convertible  Preferred
Stock and Series D Notes; and

                  WHEREAS,  the parties  hereto  desire to amend and restate the
Second Amended and Restated Registration Rights Agreement in connection with the
sale of additional  shares of Series D Convertible  Preferred Stock financing of
the Company to CDV by executing this Agreement;

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

                  1. Definitions. For purposes of this Section 1:

                  (a) The  term  "register,"  "registered,"  and  "registration"
refer  to a  registration  effected  by  preparing  and  filing  a  registration
statement or similar document in compliance with the Act, and the declaration or
ordering of effectiveness of such registration statement or document.

<PAGE>

                  (b) The term  "Registrable  Securities"  means (1) any  Common
Stock of the Company  issued or issuable  upon the  conversion  of the Company's
Convertible  Preferred  Stock,  or in the  case  of  the  Series  D  Convertible
Preferred  Stock,  upon the conversion of the  convertible  senior  subordinated
notes issuable in redemption of such Series D Convertible  Preferred  Stock (the
"Series D Notes"),  issued pursuant to, or issued in exchange for the securities
issued pursuant to, the Asset Purchase Agreement,  the Original Agreements,  the
Series B Stock Purchase Agreement,  the Series C Stock Purchase  Agreement,  the
Original  Series D Stock Purchase  Agreement,  the New  Agreement,  the Foothill
Warrant or the CDV Warrant,  (2) any Common  Stock of the Company  issued as (or
issuable upon the conversion or exercise of any warrant, right or other security
which is issued as) a dividend  or other  distribution  with  respect  to, or in
exchange  for or in  replacement  of  the  securities  set  forth  in (1)  above
excluding in all cases, however, any Registrable  Securities sold by a person in
a transaction in which his rights under this Agreement are not assigned.

                  (c) The term  "Holder"  means any person  owning or having the
right to acquire  Registrable  Securities or any assignee  thereof in accordance
with Section 8 hereof.

                  (d) The  term  "Foothill  Warrant"  means  the  warrant  dated
February 20, 1993, issued to Foothill Capital Corporation, initially to purchase
100,000 shares of Common Stock.

                  2. Request for Registration.

                  (a) If the  Company  shall  receive at any time after the date
hereof a written  request  from the  Holders  of a majority  of the  Registrable
Securities  that the Company file a registration  statement  under the Act, then
the Company shall, within ten (10) days of receipt thereof,  give written notice
in  accordance  with  Section  14(d) of such  request to all  Holders and shall,
subject to the  limitations of subsection  2(b),  effect as soon as practicable,
and in any event shall use its best efforts to effect  within sixty (60) days of
the  receipt  of such  request  (or  ninety  (90) days in the case of an initial
public offering),  the registration under the Act of all Registrable  Securities
that such Holders  initiating the registration  request  hereunder  ("Initiating
Holders") and any other Holders request to be registered within twenty (20) days
of the mailing of such notice by the Company.

                  (b)  If  the  Initiating  Holders  intend  to  distribute  the
Registrable  Securities  covered by their  request by means of an  underwriting,
they shall so advise the  Company as a part of their  request  made  pursuant to
this Section 2, and the Company  shall include such  information  in the written
notice referred to in subsection  2(a). The underwriter  will be selected by the
Company  and shall be  reasonably  acceptable  to a majority  in interest of the
Initiating Holders;  provided,  however, that if the Company has not selected an
underwriter  reasonably  acceptable to the Initiating Holders within twenty (20)
days  after the  Company's  receipt of the  request  for  registration  from the
Initiating  Holders,  then the  Initiating  Holders  may  select an  underwriter
reasonably  acceptable to the Company in connection with such  registration.  In
such event,  the right of any Holder to include his  Registrable  Securities  in
such registration shall be conditioned upon such Holder's  participation in such
underwriting  and the inclusion of such Holder's  Registrable  Securities in the
underwriting  (unless otherwise mutually agreed by a majority in interest of the
Initiating  Holders and such Holder) to the extent provided herein.  All Holders
proposing  to  distribute  their  securities  through  such  underwriting  shall
(together  with the  Company  as  provided  in  subsection  5(e))  enter into an
underwriting  agreement in customary form with the  underwriter or  underwriters
selected  for such  underwriting.  Notwithstanding  any other  provision of this
Section 2, if the  underwriter  advises the  Initiating  Holders in writing that
marketing   factors  require  a  limitation  of  the  number  of  shares  to  be
underwritten,  then the  Initiating  Holders  shall so  advise  all  Holders  of
Registrable  Securities  which would otherwise be underwritten  pursuant hereto,
and the number of shares of Registrable  Securities  that may be included in the
underwriting  shall be  allocated  among  all  Holders  thereof,  including  the
Initiating  Holders,  in proportion (as nearly as  practicable) to the amount of
Registrable Securities of the Company owned by each Holder.

<PAGE>

                  (c)  Notwithstanding  the foregoing,  the Company shall not be
obligated to effect more than three  registrations,  filings and  qualifications
pursuant to Section 2.

                  (d) CDV shall forfeit one of the demand registrations  granted
to CDV under Section 3 below for each registration effected under this Section 2
in which shares of Registrable Securities held by CDV are included.

                  3. CDV Request for Registration.

                  (a) If the Company  shall  receive at any time after three (3)
months after the effective date of the first registration statement for a public
offering of  securities  of the Company  (other  than a  registration  statement
relating  either to the sale of securities to employees of the Company  pursuant
to a stock option,  stock  purchase or similar plan or a transaction  under Rule
145 of the Act) a written  request from CDV that the Company file a registration
statement  under the Act, then the Company shall,  subject to the limitations of
subsection 3(b),  effect as soon as practicable,  and in any event shall use its
best efforts to effect  within  sixty (60) days of the receipt of such  request,
the registration  under the Act of all Registrable  Securities that CDV requests
hereunder.

                  (b) If CDV intends to distribute  the  Registrable  Securities
covered  by its  request  by means of an  underwriting,  it shall so advise  the
Company  as a  part  of its  request  made  pursuant  to  this  Section  3.  The
underwriter  will be selected by the Company and shall be reasonably  acceptable
to CDV; provided,  however,  that if the Company has not selected an underwriter
reasonably acceptable to CDV within twenty (20) days after the Company's receipt
of the request for  registration  from CDV,  then CDV may select an  underwriter
reasonably  acceptable to the Company in connection with such  registration.  In
such  event,  the right of CDV to include  its  Registrable  Securities  in such
registration shall be conditioned upon CDV's  participation in such underwriting
and the inclusion of CDV's  Registrable  Securities in the  underwriting  to the
extent  provided  herein.  CDV shall  (together  with the Company as provided in
subsection 5(e)) enter into an underwriting agreement in customary form with the
underwriter or underwriters selected for such underwriting.  Notwithstanding any
other  provision  of this Section 3, if the  underwriter  advises CDV in writing
that  marketing  factors  require  a  limitation  of the  number of shares to be
underwritten,  then the number of shares of Registrable  Securities  that may be
included  by CDV in the  underwriting  shall be reduced  accordingly;  provided,
however,  that if the  number of shares of  Registrable  Securities  that may be
included in the  underwriting  is less than fifty percent (50%) of the number of
shares  of  Registrable  Securities  requested  to be  registered  by CDV,  such
registration  shall not be treated as  effected  for  purposes  of Section  3(c)
below.

<PAGE>

                  (c)  Notwithstanding  the foregoing,  the Company shall not be
obligated to effect more than three  registrations,  filings and  qualifications
pursuant to Section 3.

                  4. Company Registration.

                  (a) If (but  without  any  obligation  to do so)  the  Company
proposes to register (including for this purpose a registration  effected by the
Company  for  stockholders  other  than the  Holders)  any of its stock or other
securities  under  the  Act in  connection  with  the  public  offering  of such
securities  solely for cash (other than a  registration  relating  solely to the
sale of securities to  participants  in a compensatory  Company stock plan, or a
registration  on  any  form  which  does  not  include  substantially  the  same
information  as would be required to be  included  in a  registration  statement
covering the sale of the  Registrable  Securities),  the Company shall,  at such
time, promptly give each Holder written notice of such registration (which shall
include a list of the  jurisdictions  in which the Company intends to attempt to
qualify such securities  under the applicable Blue Sky or other state securities
laws).  Upon the written  request of each Holder given  within  twenty (20) days
after  mailing of such notice by the Company in accordance  with Section  14(d),
the Company  shall,  subject to the provisions of subsection  4(b),  cause to be
registered under the Act all of the Registrable Securities that each such Holder
has requested to be registered. The Company shall have the right to terminate or
withdraw  any  registration  initiated  by it under this  Section 4 prior to the
effectiveness  of such  registration  whether or not any  Holder has  elected to
include securities in such registration.

                  (b) In connection with any offering  involving an underwriting
of shares of the  Company's  capital  stock,  the Company  shall not be required
under  Section  4(a)  to  include  any  of  the  Holders'   securities  in  such
underwriting  unless  they accept the terms of the  underwriting  as agreed upon
between  the Company and the  underwriters  selected by it (or by other  persons
entitled  to select the  underwriters),  and then only in such  quantity  as the
underwriters  determine,  in their  sole  discretion,  will not  jeopardize  the
success of the offering by the Company.  If: (a) the total amount of securities,
including  Registrable  Securities,  requested by Holders to be included in such
offering  exceeds  (b) the  amount of  securities  to be sold  other than by the
Company that the  underwriters  determine in their sole discretion is compatible
with the success of the offering,  then the Company shall be required to include
in the  offering  only that  number of such  securities,  including  Registrable
Securities,  which the underwriters  determine in their sole discretion will not
jeopardize  the  success of the  offering  (the  securities  so  included  to be
apportioned pro rata among the selling Holders  according to the total amount of
securities  entitled to be included therein owned by each selling stockholder or
in such other  proportions  as shall  mutually be agreed to by all such  selling
stockholders).

<PAGE>

                  5.  Obligations of the Company.  Whenever  required under this
Agreement to effect the registration of any Registrable Securities,  the Company
shall, as expeditiously as reasonably possible:

                  (a)  prepare  and file with the SEC a  registration  statement
with respect to such  Registrable  Securities  and use its best efforts to cause
such registration  statement to become  effective,  and, upon the request of the
Holders of a majority of the Registrable Securities registered thereunder,  keep
such registration statement effective for up to one hundred twenty (120) days;

                  (b)  prepare  and  file  with  the  SEC  such  amendments  and
supplements to such registration statement and the prospectus used in connection
with  such  registration  statement  as may be  necessary  to  comply  with  the
provisions of the Act with respect to the disposition of all securities  covered
by such registration statement;

                  (c)  furnish  to the  Holders  such  numbers  of  copies  of a
prospectus,   including  a  preliminary  prospectus,   in  conformity  with  the
requirements of the Act, and such other documents as they may reasonably request
in order to facilitate the disposition of Registrable Securities owned by them;

                  (d)  use  its  best   efforts  to  register  and  qualify  the
securities covered by such registration statement under such other securities or
Blue Sky laws of such  jurisdictions  as shall be  reasonably  requested  by the
Holders, provided that the Company shall not be required in connection therewith
or as a condition thereto to qualify to do business or to file a general consent
to service of process in any such states or jurisdictions;

                  (e) in the event of any underwritten  public  offering,  enter
into and perform its obligations under an underwriting  agreement,  in usual and
customary  form, with the managing  underwriter of such offering,  provided each
Holder  participating in such underwriting shall also enter into and perform its
obligations under such an agreement;

                  (f) notify each Holder of  Registrable  Securities  covered by
such  registration  statement at any time when a prospectus  relating thereto is
required to be delivered under the Act of the happening of any event as a result
of which the  prospectus  included in such  registration  statement,  as then in
effect,  includes  an untrue  statement  of a material  fact or omits to state a
material fact required to be stated  therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing; and

<PAGE>

                  (g) use its best  efforts to  furnish,  at the  request of any
Holder  requesting  registration  of  Registrable  Securities  pursuant  to this
Agreement,  on the date that such  Registrable  Securities  are delivered to the
underwriters  for  sale  in  connection  with a  registration  pursuant  to this
Agreement,  if such securities are being sold through underwriters,  or, if such
securities  are not  being  sold  through  underwriters,  on the  date  that the
registration statement with respect to such securities becomes effective, (i) an
opinion,  dated such date,  of the  counsel  representing  the  Company  for the
purposes of such registration,  in form and substance as is customarily given to
underwriters in an underwritten public offering,  addressed to the underwriters,
if any, and to the Holders  requesting  registration of Registrable  Securities,
and  (ii) a letter  dated  such  date,  from the  independent  certified  public
accountants  of the Company,  in form and substance as is  customarily  given by
independent  certified  public  accountants to  underwriters  in an underwritten
public  offering,  addressed  to the  underwriters,  if any,  and to the Holders
requesting registration of Registrable Securities.

                  6.  Holders to Furnish  Information.  It shall be a  condition
precedent to the  obligations of the Company to take any action pursuant to this
Agreement with respect to the Registrable  Securities of any selling Holder that
such Holder shall furnish to the Company such information regarding such Holder,
the Registrable Securities held by it, and the intended method of disposition of
such  securities as shall be reasonably  required to effect the  registration of
such Holder's Registrable Securities.

                  7.  Expenses  of   Registration.   All  expenses   other  than
underwriting   discounts   and   commissions   incurred   in   connection   with
registrations,  filings  or  qualifications  pursuant  to  Sections  2, 3 and 4,
including without  limitation all registration,  filing and qualification  fees,
printers'  and  accounting  fees,  fees and  disbursements  of  counsel  for the
Company,  and the  reasonable  fees and  disbursements  of one  counsel  for the
selling  Holders (which counsel shall be reasonably  satisfactory to all selling
Holders) shall be borne by the Company.

<PAGE>

                  8.  Indemnification.  In the event any Registrable  Securities
are included in a registration statement under this Agreement:

                  (a) The Company will  indemnify and hold harmless each Holder,
any underwriter (as defined in the Act) for such Holder and each person, if any,
who  controls  such Holder or  underwriter  within the meaning of the Act or the
Securities  Exchange  Act of 1934,  as amended  (the "1934  Act"),  against  any
losses,  claims,  damages,  or liabilities  (joint or several) to which they may
become  subject  under  the Act,  the 1934 Act or other  federal  or state  law,
insofar as such losses,  claims,  damages, or liabilities (or actions in respect
thereof)  arise  out of or are  based  upon  any  of the  following  statements,
omissions or violations  (collectively a "Violation"):  (i) any untrue statement
or alleged untrue  statement of a material fact  contained in such  registration
statement,  including any preliminary  prospectus or final prospectus  contained
therein or any amendments or supplements  thereto,  (ii) the omission or alleged
omission to state  therein a material  fact  required to be stated  therein,  or
necessary to make the statements therein not misleading,  or (iii) any violation
or  alleged  violation  by the  Company  of the Act,  the 1934  Act,  any  state
securities law or any rule or regulation promulgated under the Act, the 1934 Act
or any  state  securities  law.  The  Company  will  pay to  each  such  Holder,
underwriter  or  controlling  person,  as incurred,  any legal or other expenses
reasonably  incurred by them in connection with  investigating  or defending any
such loss, claim, damage,  liability,  or action;  provided,  however,  that the
indemnity agreement contained in this subsection 8(a) shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability, or action if such
settlement is effected  without the consent of the Company  (which consent shall
not be unreasonably  withheld) unless such settlement  includes an unconditional
term thereof  whereby the  claimant or plaintiff  gives to the Company a release
from all liability  with respect to such claim or action,  nor shall the Company
be liable to any particular  Holder,  underwriter  or controlling  person in any
such case for any such loss, claim, damage,  liability,  or action to the extent
that it arises out of or is based upon a Violation which occurs in reliance upon
and in  conformity  with  written  information  furnished  expressly  for use in
connection with such registration by any such Holder, underwriter or controlling
person.

                  (b) Each selling  Holder will  indemnify and hold harmless the
Company,  each  of its  directors,  each of its  officers  who  has  signed  the
registration statement, each person, if any, who controls the Company within the
meaning of the Act, any underwriter, any other Holder selling securities in such
registration  statement and any  controlling  person of any such  underwriter or
other Holder,  against any losses,  claims,  damages,  or liabilities  (joint or
several) to which any of the  foregoing  persons may become  subject,  under the
Act, the 1934 Act or other federal or state law, insofar as such losses, claims,
damages,  or  liabilities  (or actions in respect  thereto)  arise out of or are
based upon any  Violation,  in each case to the extent  (and only to the extent)
that such  Violation  occurs in reliance  upon and in  conformity  with  written
information  furnished by such Holder  expressly for use in connection with such
registration.  Each  such  Holder  will  pay,  as  incurred,  any legal or other
expenses reasonably  incurred by any person intended to be indemnified  pursuant
to this subsection 8(b), in connection with  investigating or defending any such
loss, claim, damage, liability, or action; provided, however, that the indemnity
agreement  contained in this  subsection 8(b) shall not apply to amounts paid in
settlement  of any  such  loss,  claim,  damage,  liability  or  action  if such
settlement is effected  without the consent of the Holder,  (which consent shall
not be unreasonably  withheld) unless such settlement  includes an unconditional
term thereof  whereby the  claimant or  plaintiff  gives to the Holder a release
from all liability with respect to such claim or action;  provided further, that
in no event  shall any  indemnity  under this  subsection  8(b) exceed the gross
proceeds from the offering received by such Holder.

<PAGE>

                  (c) Promptly after receipt by an indemnified  party under this
Section  8  of  notice  of  the  commencement  of  any  action   (including  any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made  against any  indemnifying  party under this Section 8, deliver to
the  indemnifying  party a written notice of the commencement  thereof,  and the
indemnifying  party shall have the right to  participate  in, and, to the extent
the indemnifying  party so desires,  jointly with any other  indemnifying  party
similarly  noticed,   to  assume  the  defense  thereof  with  counsel  mutually
satisfactory  to the  parties;  provided,  however,  that an  indemnified  party
(together with all other  indemnified  parties which may be represented  without
conflict by one counsel)  shall have the right to retain one  separate  counsel,
with  the  fees  and  expenses  to  be  paid  by  the  indemnifying   party,  if
representation  of  such  indemnified  party  by  the  counsel  retained  by the
indemnifying  party would be inappropriate due to actual or potential  differing
interests between such indemnified party and any other party represented by such
counsel  in such  proceeding.  The  failure  to  deliver  written  notice to the
indemnifying  party within a  reasonable  time of the  commencement  of any such
action, if, and only if, prejudicial to its ability to defend such action, shall
relieve such indemnifying  party of any liability to the indemnified party under
this  Section  8,  but  the  omission  so  to  deliver  written  notice  to  the
indemnifying  party will not relieve it of any liability that it may have to any
indemnified party otherwise than under this Section 8.

                  (d) The  obligations  of the Company  and  Holders  under this
Section 8 shall survive the completion of any offering of Registrable Securities
in a registration statement under this Agreement and otherwise.

                  9. Assignment of Registration  Rights. The rights to cause the
Company to register  Registrable  Securities  pursuant to this  Agreement may be
assigned (but only with all related  obligations) by a Holder to a transferee or
assignee of such  securities;  provided the Company is, within a reasonable time
after such  transfer,  furnished  with written notice of the name and address of
such  transferee  or  assignee  and the  securities  with  respect to which such
registration  rights  are  being  assigned,  and  provided,  further,  that such
assignment  shall be effective only if  immediately  following such transfer the
further  disposition  of  such  securities  by the  transferee  or  assignee  is
restricted under the Act.

                  10. Limitations on Subsequent  Registration  Rights.  From and
after the date of this  Agreement,  the  Company  shall not,  without  the prior
written  consent  of the  Holders  of at  least a  majority  of the  outstanding
Registrable Securities,  enter into any agreement with any holder or prospective
holder of any  securities  of the  Company  which  would grant to such holder or
prospective holder registration rights.

                  11. "Market Stand-Off" Agreement.  Each Investor hereby agrees
that, during the period of duration  specified by the Company and an underwriter
of Common Stock or other securities of the Company, following the effective date
of a registration statement of the Company filed under the Act, it shall not, to
the extent requested by the Company or such  nderwriter,  directly or indirectly
sell, offer to sell, contract to sell (including,  without limitation, any short
sale),  grant any option to purchase or otherwise  transfer or dispose of (other
than to donees who agree to be similarly  bound) any  securities  of the Company
held by it at any time during such period except  Common Stock  included in such
registration; provided, however, that:

<PAGE>

                  (a) such agreement  shall be applicable only to the first such
registration  statement  of the  Company  which  covers  Common  Stock (or other
securities) to be sold on its behalf to the public in an underwritten offering;

                  (b) all  officers  and  directors of the Company and all other
persons with  registration  rights  (whether or not pursuant to this  Agreement)
enter into similar agreements; and

                  (c) such period shall not exceed one hundred eighty (180) days
after the effective date of such registration statement.

                  In order to enforce the  foregoing  covenant,  the Company may
impose stop-transfer  instructions with respect to the Registrable Securities of
each Investor (and the shares or securities of every other person subject to the
foregoing restriction) until the end of such period.

                  12.  Amendment of Registration  Rights.  Any provision of this
Agreement  may be  amended  and the  observance  thereof  may be waived  (either
generally   or  in  a   particular   instance   and  either   retroactively   or
prospectively),  only with the  written  consent of each of (i) the  Company and
(ii) the holders of a majority of the Registrable  Securities.  Any amendment or
waiver  effected in accordance  with this  paragraph  shall be binding upon each
holder of any Registrable Securities then outstanding, each future holder of all
such Registrable Securities and the Company.

                  13.  Termination of  Registration  Rights.  No Holder shall be
entitled to exercise  any right  provided for in this  Agreement  after ten (10)
years  following  the  consummation  of the  sale of  securities  pursuant  to a
registration  statement filed by the Company under the Act in connection with an
underwritten  public  offering of the Common Stock of the Company with aggregate
proceeds to the Company in excess of $10,000,000.

<PAGE>

                  14.      Miscellaneous.

                  (a)  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.
                                                  
                  (b)  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.

                  (c) 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.

                  (d) 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,  CA 94105-1008,  Attn: Mr. 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. A copy of any notice sent
to Noro-  Moseley  shall  be sent  to:  Jones,  Day,  Reavis  & Pogue,  3500 One
Peachtree Center, 303 Peachtree Street, Atlanta, Georgia 30308-3242,  Attn: John
E.  Zamer,  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.

                  (e)  Expenses.  If any action at law or in equity is necessary
to enforce or interpret the terms of this Agreement,  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.

                  (f)  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  Agreements,  the Registration
Rights Agreement and the Amended Registration Rights Agreement, and the Original
Agreements,  the Registration Rights Agreement,  the Amended Registration Rights
Agreement and the Second Amended and Restated  Registration Rights Agreement are
hereby terminated and shall be of no further force and effect.

<PAGE>



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


                               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


                               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>



                                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>



                                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/ Margaret S. McNamara
                               ----------------------------------
                                         Margaret S. McNamara
                                         General Partner
                                         Crown-Glynn Partners, L.P.

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



<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


                               THEODORE H. ASHFORD



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

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


                              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

<PAGE>



                              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


                              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


                              CHARLES A. LYNCH



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

                             Address:          96 Ridgeview Drive
                                               Atherton, CA  94027

<PAGE>



                             SIENNA LIMITED PARTNERSHIP I
                             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


                             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


<PAGE>



                             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


                             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 Investor):

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

<PAGE>



                             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 Investor):

                             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 Investor):

                             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>




                             DONALD BENJAMIN



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


                             FRANK HOLDRAKER



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


                             VICKI TANNER




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

                             
                             RONALD D. WEINSTOCK INC.



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



<PAGE>


                                   SCHEDULE 1

FMA High Yield Income L.P.

WSIS Flexible Income Partners L.P.

WSIS High Income L.P.

Howdy S. Kabrins

La Salsa, Inc.

Crown Associates III, L.P.

Crown-Glynn Associates, L.P.

Nueberger & Berman as Trustee for the Crown Trust

Theodore H. Ashford

Noro-Moseley Partners II, L.P.

Seidler Salsa, L.P.

Bankers Trust Company as Master Trustee for Hughes Aircraft Retirement Plans

Charles A. Lynch

Sienna Limited Partnership I

Sienna Limited Partnership II

Sienna Holdings, Inc., as Nominee

InterWest Partners IV

<PAGE>


Donald Benjamin

Vicki Tanner

Ronald D. Weinstock Inc.

Frank Holdraker

Casual Dining Ventures, Inc.