THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE
      NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE
     SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED
        EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
      SECURITIES ACT OF 1933, OR AN OPINION OF COUNSEL SATISFACTORY TO THE
     COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD
                      PURSUANT TO RULE 144 UNDER SUCH ACT.




                              LA SALSA HOLDING CO.
                     WARRANT TO PURCHASE SHARES OF SERIES D
                           CONVERTIBLE PREFERRED STOCK


                  This  Warrant  is  issued  to  Casual  Dining  Ventures,  Inc.
("Warrantholder")   by  La  Salsa  Holding  Co.,  a  Delaware  corporation  (the
"Company"),  as of this  12th  day of  January,  1996,  in  connection  with the
issuance and sale of shares of the Series D Convertible  Preferred  Stock of the
Company to Warrantholder pursuant to that certain Series D Convertible Preferred
Stock and Warrant Purchase Agreement,  of even date herewith, by and between the
Company and Warrantholder (the "Purchase Agreement").

                  1.  Purchase  of Shares.  Subject to the terms and  conditions
hereinafter set forth, the holder of this Warrant is entitled, upon surrender of
this Warrant at the  principal  office of the Company (or at such other place as
the Company  shall notify the holder hereof in writing),  to purchase  4,729,470
shares of Series D  Convertible  Preferred  Stock of the Company.  The shares of
Series D Convertible  Preferred  Stock issuable  pursuant to this Section 1 (the
"Shares") shall be subject to adjustment pursuant to Section 7 hereof.

                  2. Purchase Price.  The purchase price for the Shares is $1.50
per share.  Such price  shall be subject  to  adjustment  pursuant  to Section 7
hereof (such price,  as adjusted from time to time, is herein referred to as the
"Exercise Price").

                  3.  Exercise  Period.  This Warrant is  exercisable  beginning
April 12, 1997 and shall  remain so  exercisable  until and  including  July 12,
1997.

                  4. Method of Exercise.  While this Warrant remains outstanding
and exercisable in accordance with Section 3 above, the holder may exercise,  in
whole or in part, the purchase rights evidenced  hereby.  Such exercise shall be
effected by:

<PAGE>

(i)  the  surrender of the Warrant,  together  with a duly  executed copy of the
     form of subscription  attached  hereto,  to the Secretary of the Company at
     its principal offices; and

(ii) the payment to the  Company of an amount  equal to the  aggregate  Exercise
     Price for the number of Shares being purchased.

                  5. Certificates for Shares.  Upon the exercise of the purchase
rights  evidenced by this Warrant,  one or more  certificates  for the number of
Shares so purchased  shall be issued as soon as practicable  thereafter,  and in
any event within thirty (30) days of the delivery of the subscription notice.

                  6. Reservation of Shares.  The Company  covenants that it will
at all times keep  available  such number of  authorized  shares of its Series D
Convertible  Preferred  Stock,  free from all  preemptive  rights  with  respect
thereto, which will be sufficient to permit the exercise of this Warrant for the
full number of Shares specified herein.  The Company further covenants that such
Shares,  when issued pursuant to the exercise of this Warrant,  will be duly and
validly issued, fully paid and nonassessable and free from all taxes, liens, and
charges with respect to the issuance thereof.

                  7.  Adjustment  of  Exercise  Price and Number of Shares.  The
number of and kind of securities  purchasable  upon exercise of this Warrant and
the Exercise Price shall be subject to adjustment from time to time as follows:

                            (a) Subdivisions,  Combinations and Other Issuances.
If the  Company  shall  at any  time  prior to the  expiration  of this  Warrant
subdivide its Series D Convertible Preferred Stock, by split-up or otherwise, or
combine its Series D Convertible  Preferred Stock or issue additional securities
as a dividend with respect to any shares of its Series D  Convertible  Preferred
Stock,  the number of Shares  issuable  on the  exercise of this  Warrant  shall
forthwith be  proportionately  increased in the case of a  subdivision  or stock
dividend, or proportionately decreased in the case of a combination. Appropriate
adjustments  shall also be made to the purchase price payable per share, but the
aggregate  purchase  price  payable for the total  number of Shares  purchasable
under this Warrant (as adjusted)  shall remain the same.  Any  adjustment  under
this Section  7(a) shall  become  effective at the close of business on the date
the subdivision or combination  becomes  effective,  or as of the record date of
such dividend,  or in the event that no record date is fixed, upon the making of
such dividend.

<PAGE>

                            (b)    Reclassification,     Reorganization,     and
Consolidation. In case of any reclassification, capital reorganization or change
in the Series D  Convertible  Preferred  Stock of the  Company  (other than as a
result of a subdivision,  combination or stock dividend  provided for in Section
7(a) above),  then, as a condition of such  reclassification,  reorganization or
change,  lawful provision shall be made, and duly executed documents  evidencing
the same from the Company or its  successor  shall be delivered to the holder of
this  Warrant,  so that the holder of this  Warrant  shall have the right at any
time prior to the expiration of this Warrant to purchase, at a total price equal
to that payable upon the exercise of this Warrant, the kind and amount of shares
of stock and other  securities and property  receivable in connection  with such
reclassification,  reorganization  or change  by a holder of the same  number of
shares of Series D Convertible Preferred Stock as were purchasable by the holder
of this Warrant  immediately prior to such  reclassification,  reorganization or
change.  In any such case  appropriate  provisions shall be made with respect to
the rights and  interest  of the holder of this  Warrant so that the  provisions
hereof shall  thereafter  be  applicable  with respect to any shares of stock or
other securities and property  deliverable upon exercise hereof, and appropriate
adjustments  shall be made to the purchase  price per share  payable  hereunder,
provided the aggregate purchase price shall remain the same.

                            (c) Notice of  Adjustment.  When any  adjustment  is
required to be made in the number or kind of shares purchasable upon exercise of
the Warrant,  or in the Warrant  Price,  the Company shall  promptly  notify the
holder  of such  event and of the  number  of  shares  of  Series D  Convertible
Preferred  Stock or other  securities or property  thereafter  purchasable  upon
exercise of the Warrant.

                  8. No  Fractional  Shares or Scrip.  No  fractional  shares or
scrip  representing  fractional shares shall be issued upon the exercise of this
Warrant,  but in lieu of such  fractional  shares the Company  shall make a cash
payment therefor on the basis of the Warrant Price then in effect.

                  9. No Stockholder  Rights.  Prior to exercise of this Warrant,
the holder shall not be entitled to any rights of a stockholder  with respect to
the  Shares,  including  (without  limitation)  the right to vote  such  Shares,
receive dividends or other distributions thereon,  exercise preemptive rights or
be notified of  stockholder  meetings,  and such holder shall not be entitled to
any notice or other  communication  concerning  the  business  or affairs of the
Company.

                  10.  Successors and Assigns.  The terms and provisions of this
Warrant and the Purchase Agreement shall inure to the benefit of, and be binding
upon,  the Company and the holders  hereof and their  respective  successors and
assigns.

                  11.  Amendments  and Waivers.  Any term of this Warrant may be
amended and the  observance  of any term of this  Warrant may be waived  (either
generally   or  in  a   particular   instance   and  either   retroactively   or
prospectively),  with the written consent of the Company and Warrantholder.  Any
waiver or amendment  effected in  accordance  with this section shall be binding
upon Warrantholder, any future holder of the Shares, and the Company.

                  12.  Governing Law. This Warrant shall be governed by the laws
of the State of California as applied to agreements among  California  residents
made and to be performed entirely within the State of California.

   
<PAGE>



                  IN WITNESS WHEREOF,  the Company has caused this Warrant to be
executed by its officers thereunto duly authorized.

                                               LA SALSA HOLDING CO.


                                               By:       /s/ Charles L. Boppell
                                               --------------------------------
                                                         Charles L. Boppell
                                                         President

Accepted and Agreed:

WARRANTHOLDER:

CASUAL DINING VENTURES, INC.


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

 
<PAGE>


                                  SUBSCRIPTION


La Salsa Holding Co.
Attention:  Corporate Secretary

     The  undersigned  hereby elects to purchase,  pursuant to the provisions of
the Warrant to Purchase Shares of Series D Convertible Preferred Stock issued by
La Salsa Holding Co. and held by the undersigned,  ____________ shares of Series
D Convertible Preferred Stock of La Salsa Holding Co.

     Payment  of the  exercise  price  per share  required  under  such  Warrant
accompanies this Subscription.

     The  undersigned  hereby  represents  and warrants that the  undersigned is
acquiring such shares for its own account for investment  purposes only, and not
for resale or with a view to distribution of such shares or any part thereof.


                                    Date:
                                    Name:
                                    By:
                                    Title:
                                    Address:


Name in which shares should be registered: