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                                                                  EXHIBIT 10.10

           MODIFICATION AND FIFTH EXTENSION AGREEMENT


     This Modification and Fifth Extension Agreement (the "Agreement") is 
made and entered into as of January 1, 1997 by and among Arden Group, Inc., a 
Delaware corporation ("Arden Group"), Bernard Briskin ("Mr. Briskin") and 
Judith Briskin, his wife ("Mrs. Briskin"), with reference to the following 
facts:

     A.   Arden Group is the holder of a promissory note dated April 2, 1979, 
in the original principal amount  of $212,500, executed by Mr. Briskin in 
favor of Arden Group (the "1979 Note"), and a second promissory note, dated 
July 9, 1980, in the original principal amount of $303,750, executed by Mr. 
Briskin in favor of Arden Group (the "1980 Note").  As of January 1, 1997, 
the outstanding principal balance of the 1979 Note was $121,428.58 and the 
outstanding principal balance of the 1980 Note was $173,571.42.  The 1979 
Note and the 1980 Note, as amended by an Extension Agreement dated as of 
January 4, 1981, by and among Arden Group, Mr. Briskin and Mrs. Briskin, and 
by an Extension Agreement made and entered into as of January 1, 1984 by and 
among Arden Group, Mr. Briskin and Mrs. Briskin, and as amended by a Third 
Extension Agreement made and entered into as of May 13, 1988 by and among 
Arden Group, Mr. Briskin and Mrs. Briskin, and as amended by a Modification 
and Fourth Extension Agreement made and entered into as of January 1, 1994 by 
and among Arden Group, Mr. Briskin and Mrs. Briskin, are hereinafter 
collectively referred to as the "Notes."

     B.   Each of the Notes is secured by an Amended Loan And Stock Pledge 
Agreement dated August 24, 1993 among Mr. Briskin and Arden Group (the 
"Security Agreement").

     C.   Concurrently with the execution and delivery of this Agreement, 
Arden Group and certain of its subsidiaries and Mr. Briskin are entering into 
a Second Amendment to Employment Agreement which amends the terms of his 
Employment Agreement dated as of May 13, 1988, as previously amended.  In 
consideration of Mr. Briskin's entering into said Second Amendment to 
Employment Agreement, Arden Group has agreed to extend and modify the terms 
of each of the Notes.

     NOW, THEREFORE, for and in consideration of the promises and covenants 
and agreements hereinafter set forth, the parties agree as follows:

     1.   The interest rate on each of the Notes shall continue to be six 
percent (6%) per annum and all accrued and unpaid interest on each Note shall 
continue to be payable annually on or before December 31 of each year.


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     2.   Principal on the 1979 Note shall be paid in annual installments of 
$16,464.89 commencing on December 31, 1997 and continuing each December 31 
thereafter until December 31, 2003, at which time the entire unpaid principal 
balance of the 1979 Note, together with all accrued and unpaid interest, 
shall be due and payable.

     3.   Principal on the 1980 Note shall be paid in annual installments of 
$23,535.11 commencing on December 31, 1997 and continuing each December 31 
thereafter until December 31, 2003, at which time the entire unpaid principal 
balance of the 1980 Note, together with all accrued and unpaid interest, 
shall be due and payable.

     4.   The execution of this Agreement and the extension of the maturity 
date of each of the Notes pursuant hereto shall be endorsed on the face of 
each of the Notes.  The Security Agreement shall continue to be applicable to 
the Notes, as heretofore and as hereby amended.

     5.   Except as expressly modified by this Agreement, the Notes and the 
Security Agreement shall remain in full force and effect in accordance with 
their respective terms.

     IN WITNESS WHEREOF, the parties have executed this Agreement effective 
the date first set forth above.


                                   ARDEN GROUP, INC.


                                   By:    ERNEST T. KLINGER
                                          ----------------------
                                   Title: VICE PRESIDENT
                                          ----------------------


                                          BERNARD BRISKIN
                                          ----------------------
                                          Bernard Briskin


                                          JUDITH BRISKIN
                                          ----------------------
                                          Judith Briskin


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