<PAGE>

                                                                  EXHIBIT 10.9

                             SECOND
               AMENDMENT TO EMPLOYMENT AGREEMENT

     This Second Amendment to Employment Agreement (the "Second Amendment") 
is made and entered into effective as of January 1, 1997 by and between Arden 
Group, Inc., a Delaware corporation ("Arden Group"), Arden-Mayfair, Inc., a 
Delaware corporation and a wholly-owned subsidiary of Arden Group 
("Arden-Mayfair"), AMG Holdings, Inc., formerly known as Telautograph 
Corporation, a Virginia corporation and a wholly-owned subsidiary of 
Arden-Mayfair ("AMG"), Gelson's Markets, a California corporation and a 
wholly-owned subsidiary of Arden-Mayfair ("Gelson's")(Arden Group, 
Arden-Mayfair, AMG and Gelson's are herein sometimes referred to collectively 
as the "Companies" and individually as a "Company"), and Bernard Briskin 
("Employee"), with reference to the following facts:

     A.  The parties hereto are parties to that certain Employment Agreement 
dated as of May 13, 1988, as amended by that certain Amendment to Employment 
Agreement dated April 27, 1994 (collectively, the "Agreement").

     B.  Pursuant to Section 13 of the Agreement, the Boards of Directors of 
the Companies have examined the terms of the Agreement, the duties and 
performance of Employee and the future needs of the Companies and have made a 
good faith determination that the terms of Employee's employment thereunder 
should be revised.  Accordingly, the parties desire to amend the Agreement, 
effective January 1, 1997, to make certain changes to the Agreement, 
including, but not limited to, an increase in the base salary payable to 
Employee and an extension of the term thereof.

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

     1.   The first sentence of Section 2 of the Agreement is deleted and 
replaced with the following:

     "The Companies agree to and hereby do continue to employ Employee, and
     Employee agrees to and hereby does continue in the employ of the
     Companies, as president and chief executive officer of Arden Group and
     Arden-Mayfair, and as chief executive officer of AMG and Gelson's; in
     addition, Employee shall continue to serve as Chairman of the Board of
     Directors of Arden Group.  In the event that, during the term of this
     Agreement, Arden Group fails to elect or appoint Employee as Chairman of
     Arden Group's Board of Directors, as President of Arden Group and as Chief
     Executive Officer of Arden Group, Employee shall have the right thereafter
     upon ninety (90) days' written notice to terminate his employment by the
     Companies and such termination shall be deemed to be a termination by the
     Companies without cause."


                                         48
<PAGE>

     2.   The first sentence of Section 3 of the Agreement is hereby amended 
in its entirety to read as follows:

     "The initial term of this Agreement, which commenced at 12:00 A.M. on
     January 3, 1988 and was scheduled to expire at 12:00 A.M. on January 1,
     2001, is hereby extended to 12:00 A.M. on January 1, 2004, subject to
     termination or extension as hereinafter provided."

The remainder of Section 3 shall remain in full force and effect, in 
accordance with its terms, and all references therein and in the rest of the 
Agreement to the expiration of the term shall mean 12:00 A.M. on January 1, 
2004.

     3.   Section 5 of the Agreement is hereby amended in its entirety to read
as follows:

     "5.  COMPENSATION.

          "(a)  IN GENERAL.  All compensation payable to Employee hereunder
     shall be paid to Employee by Arden Group, with such inter-company
     adjustments in respect of such payments as the Companies deem appropriate.
     Arden Group shall be primarily liable for the payment of all compensation
     payable to Employee hereunder, and Arden-Mayfair, AMG and Gelson's shall
     be liable to Employee for the payment of any such compensation only in the
     event of non-payment thereof by Arden Group.  All compensation shall be
     subject to required withholding.

          "(b)  1994-1996.  During the period from January 1, 1994 through
     December 31, 1996, but as to the Bonus for 1995 and thereafter contingent
     upon the satisfaction of the requirements in Section 5(d) below, for all
     services to be rendered by Employee hereunder, Employee shall be paid an
     annual base salary (the "Base Salary"), payable in equal installments no
     less frequently than twice monthly, as provided in subsection (1) below,
     and incentive compensation consisting of a cash bonus (the "Bonus") for
     each complete or partial fiscal year of Arden Group during 1994 through
     and including 1996, as provided in subsection (2) below.

               "(1)  Employee's Base Salary for the period beginning on January
     1, 1994 and ending on December 31, 1994 shall be $440,000.  Employee's
     Base Salary shall be adjusted effective as of January 1, 1995 and
     effective as of January 1, 1996 (each such January 1 being the "Adjustment
     Date") by the amount of the increase, if any, in the Consumer Price Index
     for All Urban Wage Earners and Clerical Workers, Los Angeles-Anaheim-
     Riverside Metropolitan Area (1982-84 = 100) published by the Bureau of
     Labor Statistics of the United States Department of Labor (the "Index"),
     calculated in accordance with this subsection (1); provided, however, that
     on each Adjustment Date the Base Salary shall be adjusted for one hundred
     percent (100%) of any increase in the Index up to three percent (3%) and
     for fifty percent 


                                       49
<PAGE>

     (50%) of any increase in the Index in excess of three percent (3%) up to
     five percent (5%), but there shall be no adjustment for any increase in 
     the Index in excess of five percent (5%) (such adjustments for the 
     increase in the Index are hereinafter referred to as the "Allowable 
     Adjustments").  The amount of the increase in the Index shall be 
     calculated by dividing the Index for the month of October immediately 
     preceding the applicable Adjustment Date (the "Comparison Index") by the 
     Index for the October of the immediately preceding calendar year (the 
     "Base Index").  No carryover of any increase in the Index of more than 
     five percent (5%) shall be permitted.

               "For example, the adjustment to the Base Salary on January 1,
     1995 shall be determined as follows.  First, calculate the increase in the
     Index by dividing the Index for October 1994 by the Index for October
     1993.  By way of illustration only, if the Index in effect for October
     1994 is 115.5 and the Index in effect for October 1993 was 110, the
     increase in the Index would be 115.5/110 = 5%.  Next, multiply the Base
     Salary for 1994 by the Allowable Adjustments for the increase in the
     Index, and add this amount to the Base Salary for 1994 to arrive at the
     Base Salary on January 1, 1995.  Continuing the foregoing illustration,
     the Base Salary beginning on January 1, 1995 would be $440,000 + (3% x
     $440,000) + (50% x 2% x $440,000), or $457,600.  If the increase in the
     Index had been 6% instead of 5%, the Base Salary beginning on January 1,
     1995 would also be $457,600, since there is no adjustment for any increase
     in the Index in excess of 5%.  The adjustment to the Base Salary on
     January 1, 1996 would be determined in a similar manner, with the
     adjustment being made to the Base Salary for 1995.

               "In no event shall the Base Salary on any January 1 be less than
     the amount of the Base Salary during the preceding twelve-month period.

               "In the event that publication of the Index is changed or
     discontinued, the parties shall select a replacement index published by a
     governmental agency.  In the event that the references or techniques
     employed in the calculation of the Index shall be modified and such
     modification would have resulted in a different figure for the Base Index
     to be used to calculate the increase in the Index, the parties agree that
     the Base Index shall be appropriately adjusted and that the Index, as
     modified, shall be used as provided hereunder.

               "(2)  Commencing January 1, 1994, the Bonus in respect of each
     of Arden Group's fiscal years ending approximately December 31, 1994, 1995
     and 1996 shall be an amount equal to the Applicable Percentage (as
     hereinafter defined) of the Pre-Tax Profits (as hereinafter defined) for
     such fiscal year.  "Pre-Tax Profits" for each such fiscal year shall be
     the amount shown on the audited Consolidated 



                                     50
<PAGE>

     Statement of Operations of Arden Group for such fiscal year as "Income 
     Before Income Taxes and Extraordinary Items," adjusted so as to exclude 
     any charge, accrual or deduction for any Bonus paid or payable to 
     Employee.  With respect to each such fiscal year, the Applicable 
     Percentage shall be as follows:  with respect to the first $2,000,000 of 
     Pre-Tax Profits for the applicable fiscal year, the Applicable Percentage
     shall be two and five-tenths percent (2.5%); with respect to all Pre-Tax 
     Profits in excess of $2,000,000 for the applicable fiscal year, the 
     Applicable Percentage shall be three and five-tenths percent (3.5%).
     
               "No later than fifteen (15) days after the close of each such
     fiscal year of Arden Group, a good faith estimate of the Bonus which will
     be payable for said fiscal year shall be made and there shall be advanced
     to Employee an amount equal to seventy five percent (75%) of said
     estimate.  All such sums so advanced for any such fiscal year shall be
     credited against the Bonus for such fiscal year, and the amount of the
     Bonus in excess of such amount so advanced shall be paid to Employee at
     the conclusion of the audit for such fiscal year.  If the amount so
     advanced to Employee exceeds the amount of the Bonus to which he is
     entitled for such fiscal year, such excess shall be returned within thirty
     (30) days after Employee receives a written demand therefor.

          "(c)  1997-2004.  Commencing January 1, 1997, but as to the Bonus for
     1997 and thereafter contingent upon the satisfaction of the requirements
     in Section 5(d) below, for all services to be rendered by Employee
     hereunder, Employee shall be paid an annual base salary (the "Base
     Salary"), payable in equal installments no less frequently than twice
     monthly, as provided in subsection (1) below, and incentive compensation
     consisting of a cash bonus (the "Bonus") for each complete or partial
     fiscal year of Arden Group from and after January 1, 1997 during
     Employee's employment hereunder, as provided in subsection (2) below.

               "(1)  Employee's Base Salary for the period beginning on January
     1, 1997 and ending on December 31, 1997 shall be $500,000.  (Within ten
     (10) days after execution of this Second Amendment, the Companies shall
     pay to Employee any salary for calendar year 1997 which is owed and unpaid
     to Employee based upon the Base Salary set forth in the preceding
     sentence.)  Employee's Base Salary shall be adjusted effective as of
     January 1, 1998 and effective as of each January 1 thereafter (each such
     January 1 also being an "Adjustment Date") during the term of this
     Agreement by the amount of the increase, if any, in the Consumer Price
     Index for All Urban Wage Earners and Clerical Workers, Los Angeles-Anaheim-
     Riverside Metropolitan Area (1982-84 = 100) published by the Bureau of
     Labor Statistics of the United States Department of Labor (the "Index"),
     calculated in accordance with this subsection (1); provided, however, that
     on each Adjustment Date the Base Salary shall be adjusted 


                                       51
<PAGE>

     for one hundred percent (100%) of any increase in the Index up to three 
     percent (3%) and for fifty percent (50%) of any increase in the Index in 
     excess of three percent (3%) up to five percent (5%), but there shall be 
     no adjustment for any increase in the Index in excess of five percent 
     (5%) (such adjustments for the increase in the Index are hereinafter 
     referred to as the "Allowable Adjustments").  The amount of the increase 
     in the Index shall be calculated by dividing the Index for the month of 
     October immediately preceding the applicable Adjustment Date (the 
     "Comparison Index") by the Index for the October of the immediately 
     preceding calendar year (the "Base Index").  No carryover of any increase
     in the Index of more than five percent (5%) shall be permitted.
     
               "In no event shall the Base Salary on any January 1 be less than
     the amount of the Base Salary during the preceding twelve-month period.

               "In the event that publication of the Index is changed or
     discontinued, the parties shall select a replacement index published by a
     governmental agency.  In the event that the references or techniques
     employed in the calculation of the Index shall be modified and such
     modification would have resulted in a different figure for the Base Index
     to be used to calculate the increase in the Index, the parties agree that
     the Base Index shall be appropriately adjusted and that the Index, as
     modified, shall be used as provided hereunder.

               "(2)  Commencing January 1, 1997, the Bonus in respect of each
     of Arden Group's fiscal years ending on or after January 3, 1998 shall be
     an amount equal to the Applicable Percentage (as hereinafter defined) of
     the Pre-Tax Profits (as hereinafter defined) for such fiscal year.  "Pre-
     Tax Profits" for each such fiscal year shall be the amount shown on the
     audited Consolidated Statement of Operations of Arden Group for such
     fiscal year as "Income Before Income Taxes and Extraordinary Items,"
     adjusted so as to exclude any charge, accrual or deduction for (i) any
     Bonus paid or payable to Employee and (ii) any arbitration award to Danka
     and the associated expenses expensed in 1997 as a charge to discontinued
     operations.  With respect to each such fiscal year, the Applicable
     Percentage shall be as follows:  with respect to the first $2,000,000 of
     Pre-Tax Profits for the applicable fiscal year, the Applicable Percentage
     shall be two and five-tenths percent (2.5%); with respect to all Pre-Tax
     Profits in excess of $2,000,000 for the applicable fiscal year, the
     Applicable Percentage shall be three and five-tenths percent (3.5%).

               "No later than fifteen (15) days after the close of each such
     fiscal year of Arden Group, a good faith estimate of the Bonus which will
     be payable for said fiscal year shall be made and there shall be advanced
     to Employee an amount equal to seventy five percent (75%) of said
     estimate.  All such sums so advanced for any such fiscal 



                                      52
<PAGE>

     year shall be credited against the Bonus for such fiscal year, and the 
     amount of the Bonus in excess of such amount so advanced shall be paid to 
     Employee at the conclusion of the audit for such fiscal year.  If the 
     amount so advanced to Employee exceeds the amount of the Bonus to which 
     he is entitled for such fiscal year, such excess shall be returned within
     thirty (30) days after Employee receives a written demand therefor.
     
          "(d)  It is the parties' intention that the provisions of subsection
     5(b)(2) and subsection 5(c)(2) of this Agreement, which set forth the
     formula for the annual Bonus payable to Employee, shall constitute "other
     performance-based compensation" within the meaning of Section 162(m)(4)(C)
     of the Internal Revenue Code of 1986, as amended (the "Code") and
     "qualified performance-based compensation" within the meaning of Proposed
     Treasury Regulation Section 1.162-27(e).  Payment of the Bonus to Employee
     for 1995 and thereafter is contingent upon (i) approval by the
     shareholders of Arden Group of the material terms of the Bonus formula in
     accordance with the requirements of Proposed Treasury Regulation
     Section 1.162-27(e)(4), and (ii) prior to payment of the Bonus with respect
     to each fiscal year, the Compensation Committee of Arden Group shall
     certify in writing in accordance with the requirement of Proposed Treasury
     Regulation Section 1.162-27(e)(5) that the performance goals were in fact
     satisfied, i.e., the Pre-Tax Profits with respect to such fiscal year were
     in fact achieved and that the other material terms of the Bonus formula
     were in fact satisfied.  Arden Group agrees to timely place before the
     shareholders clause (i) (by asking the shareholders of Arden Group to
     approve the payment of all bonuses) and to timely seek the certifications
     required pursuant to clause (ii).  In the event that Proposed Treasury
     Regulation Section 1.162-27(e) is amended, superseded or replaced, the
     payment of the Bonus with respect to each fiscal year shall, if required
     by then applicable law or regulation (taking into account any grandfather
     provisions) be subject to compliance with the applicable requirements of
     any future Treasury Regulations, whether proposed, temporary or final,
     with respect to "other performance-based compensation" within the meaning
     of Code Section 162(m)(4)(C), in lieu of the foregoing provisions of this
     subsection 5(d), and Arden Group agrees to use its best efforts to comply
     with all such requirements.  If in any year after 1994 the conditions for
     paying a Bonus to Employee as set forth in this subsection (d) are not
     satisfied, Employee may terminate the Agreement upon six (6) months' prior
     written notice to the Companies."

     4.   Section 6 is hereby amended in its entirety to read as follows:

          6.  EXPENSES.  In addition to the Base Salary and Bonus provided
     for in Section 5 hereof and the retirement payment provided for in
     Section 9 hereof, the Companies shall, in accordance with their past

                                      53

<PAGE>

     practices and upon submission of appropriate bills or vouchers, pay
     or reimburse Employee for all ordinary and usual expenses incurred by
     Employee in furtherance of or in connection with the business of the
     Companies.  In addition, the Company shall reimburse Employee (as a
     working condition fringe benefit) for attorneys fees incurred by him
     in connection with the negotiation and drafting of the Second
     Amendment, up to a maximum reimbursement of twenty thousand dollars
     ($20,000)."

     5.   The first two (2) lines of Section 7 are amended to read as follows:

          "In addition to the Base Salary and Bonus provided for in
     Section 5 hereof and the retirement payment provided for in
     Section 9."

Clause (b) of Section 7 is hereby amended in its entirety to read as follows:

          "(b) pay or reimburse Employee for the uninsured medical
     expenses of Employee and his immediate family (`immediate family'
     being defined to include Employee, his spouse, and any children of
     Employee who reside in his home or are full time students at an
     accredited institution), up to a maximum reimbursement during any
     calendar year of $200,000 and such reimbursement shall continue until
     Employee's death; and."

The second to last sentence of Section 7 is deleted in its entirety and 
replaced by the following:  "All benefits referred to in this Section 7 shall 
be in addition to any other compensation payable to Employee pursuant to the 
terms of this Agreement."

     6.   Sections 8(a) and (b) of the Agreement are hereby deleted.  
Employee shall continue to be entitled to participate in any group life 
insurance program which the Companies may elect to maintain from time to time.

     7.   Section 9 (relating to Severance Pay) is hereby deleted in its 
entirety and the following is substituted in its place:

          "9.  RETIREMENT COMPENSATION.

          (a)  Commencing on the date of Employee's Retirement (as said term is
     hereinafter defined), the Company shall pay to Employee on a monthly basis
     in arrears for so long as Employee shall be living an amount per annum
     equal to twenty-five percent (25%) of Employee's average Base Salary and
     Bonus (not including benefits, stock option rights or other employee
     compensation) which Employee had earned and accrued with respect to the
     last three (3) full fiscal years of the Company prior to Employee's
     Retirement.  By way of example only, assume that Employee retires on
     June 1, 2001 and assume, for purposes of this example only, that the

                                           54
<PAGE>

     Company's fiscal years ending in 1998, 1999 and 2000 all ended on
     December 31.  The relevant years to determine Employee's retirement
     payment would be the Company's fiscal years ending December 31, 1998,
     December 31, 1999, and December 31, 2000.  Assume that for the fiscal year
     ending on December 31, 1998 Employee received a Base Salary of Five
     Hundred Ten Thousand Dollars ($510,000) and a Bonus was accrued for that
     fiscal year (regardless of whether the Bonus accrued for that fiscal year
     was paid during the fiscal year or thereafter) in the amount of One
     Hundred Thousand Dollars ($100,000).  Assume that the Base Salary for the
     next two fiscal years was Five Hundred Twenty Thousand Dollars ($520,000)
     and Five Hundred Thirty Thousand Dollars ($530,000), respectively, and
     that Employee's Bonus accrued with respect to those two fiscal years was
     One Hundred Twenty Thousand Dollars ($120,000) and One Hundred Fifty
     Thousand Dollars ($150,000), respectively.  Employee's average annual
     compensation for purposes of this paragraph 9 would thus be Six Hundred
     Forty Three Thousand Three Hundred Thirty-Three Dollars ($643,333); and
     pursuant to this paragraph 9, Employee's annual retirement payment due
     under this paragraph 9 would be One Hundred Sixty Thousand Eight Hundred
     Thirty-Three Dollars ($160,833) per annum which would commence to accrue
     on June 1, 2001 and would be payable commencing July 1, 2001 in the
     monthly amount of $13,402.75.

          (b)  In addition to the annual retirement payment payable to Employee
     pursuant to subparagraph (a), the Company shall continue to provide
     Employee with health insurance benefits and with an automobile allowance
     equivalent to that which the Company grants to its senior executives from
     time to time during Employee's Retirement; provided that he shall continue
     to receive the uninsured medical expenses as provided in Section 7(b).
     The Company may discharge its health insurance obligation hereunder by
     paying or reimbursing Employee for a medical supplement policy.  If for
     any reason (whether it be pursuant to applicable law or by reason of the
     Company's then health insurance contract), the Company cannot provide
     Employee with health insurance coverage, then it shall pay to Employee,
     annually, the annual premium which it would pay for health insurance
     coverage for its average senior executive.

          (c)  For purposes of subparagraph (a) above, the Employee shall be
     deemed to be "Retired" when Employee's Base Salary and Bonus no longer
     accrue under this Agreement other than by reason of Employee's breach of
     this Agreement or the Company's termination of this Agreement for cause."

     8.   Section 10 is amended as follows:  (i) In the first sentence of
Section 10(a), the words "this Agreement" are replaced by the words "Employee's
employment hereunder"; (ii) Clauses (4), (5) and (8) of Section 10(a) are
deleted; (iii) Clause (3) of Section 10(a) is amended in its entirety to 

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<PAGE>

read as follows:  "payment to Employee of the retirement payment, health 
benefits and automobile allowance as provided in Section 9;" and (iv) Section 
10(b) is deleted in its entirety.

     9.   Section 11(c) is hereby deleted.

     10.  Section 12 of the Agreement is deleted in its entirety and replaced
with the following:

          "12.  PRORATION OF BONUS.  If Employee's employment is terminated
     during the term hereof and thereafter Employee is entitled to no further
     payment of Bonus, then the remainder of any Bonus payable to Employee for
     the year in which such termination occurs, if any, shall be paid no later
     than 45 days after the close of the then current fiscal quarter of Arden
     Group (unless such termination occurs during the fourth quarter of Arden
     Group's fiscal year, in which event it shall be paid no later than 90 days
     after the close of such fiscal year), and shall be adjusted as follows:
     For purposes of calculating the Bonus, Employee's employment shall be
     deemed to terminate at the end of the calendar month in which his
     employment is actually terminated.  For purposes of Section 5(b)(2) and
     5(c)(2), the $2,000,000 amount shall be prorated for the number of months
     of Arden Group's fiscal year that have elapsed through the date of
     termination (including the entire calendar month in which employment
     actually terminated); and the Applicable Percentage of 2-1/2% shall be
     applied to Pre-Tax Profits up to such prorated amount and the Applicable
     Percentage of 3-1/2% shall be applied to Pre-Tax Profits in excess of such
     prorated amount.  By way of example only, if the termination of employment
     occurred at any time during the month of May and if Arden Group's fiscal
     year were the calendar year, then Employee's Bonus for said fiscal year
     through the date of employment would equal 2-1/2% of $833,333 (that is,
     5/12ths of $2,000,000) plus 3-1/2% of Pre-Tax Profits through the end of
     May to the extent in excess of $833,333.  Pre-Tax Profits shall be as
     defined in Sections 5(b)(2) and 5(c)(2) hereof but shall be prorated to
     the end of the calendar month in which such termination occurs and
     calculated based upon the quarterly unaudited consolidated financial
     statements filed with the Securities and Exchange Commission on Form 10-Q,
     if the termination occurs during the first three quarters of any fiscal
     year, and in all other cases, upon the audited Consolidated Statement of
     Operations of Arden Group."

     11.  Section 13 is hereby amended in its entirety to read as follows:

                    "13.  GOOD FAITH REEVALUATION OF COMPENSATION.  The parties
          agree that, during calendar year 2002, the Compensation Committee of
          Arden Group and Employee shall meet to discuss in good faith whether,
          based on the services being performed by Employee hereunder and the
          needs of the Companies, there should be an 

                                      56
<PAGE>

          adjustment to the Base Salary and/or Bonus structure payable to him 
          pursuant to Section 5 hereunder; provided, however, that the parties 
          acknowledge and agree that the Companies shall not have any legal 
          obligation to make such an adjustment."

     12.  A new Section 26 is added to read as follows:

                    "26.  TERMINATION.

                         (a)  TERMINATION BY COMPANIES FOR CAUSE.  The
          Companies may terminate the employment of Employee for "cause" by
          written notice to Employee.  For purposes of this Agreement, "cause"
          shall mean only (i) conviction of a crime directly related to his
          employment hereunder, (ii) conviction  of a felony involving moral
          turpitude, (iii) willful and gross mismanagement  of the business and
          affairs of Companies, or (iv) breach of any material provision of
          this Agreement.  In the event the employment of Employee is
          terminated pursuant to this subsection 26(a), Companies shall have no
          further liability to Employee other than for compensation accrued
          through the date of termination but not yet paid.

                         In the event Companies contend that they have cause to
          terminate Employee pursuant to clause (iii) or (iv) of the second
          sentence of this subsection 26(a), Companies shall provide Employee
          with written notice specifying in reasonable detail the services or
          matters which they contend Employee has not been adequately
          performing or the material provisions of this Agreement of which
          Employee is in violation and the acts constituting such violation.
          If the events can be cured and corrected and if, within ten (10) days
          of receipt of the notice, Employee performs the required services or
          modifies his performance to correct the matters complained of,
          Employee's breach will be deemed cured, and Employee's employment
          shall not be terminated.  However, if the nature of the service not
          performed by Employee or the matters complained of are curable but
          more than ten (10) days are reasonably required to perform the
          required service or to correct the matters complained of, then his
          breach will be deemed cured if he commences to perform such service
          or to correct such matters within the ten (10) day period and
          thereafter diligently prosecutes such performance or correction to
          completion within sixty (60) days after the Companies' original
          notice (the "extension").  If Employee does not perform the required
          services or modify his performance to correct the matter complained
          of within the ten (10) day period or the extension thereof, Companies
          shall have the right to terminate this Agreement at the end of the
          ten (10) day period or extension thereof.  It is understood that
          Employee's performance hereunder shall not be deemed 

                                      57

<PAGE>

          unsatisfactory solely on the basis of any economic performance of 
          Companies because this performance will depend in part on a variety 
          of factors.

                         (b)  TERMINATION BY COMPANIES WITHOUT CAUSE.  The
          Companies may terminate the employment of Employee without "cause"
          (as defined in subsection 26(a) above) at any time during the term
          hereof by giving written notice to Employee specifying therein the
          effective date of termination.  In the event the employment of
          Employee is terminated pursuant to this subsection 26(b) without
          cause, Companies shall be obligated to pay to Employee his Base
          Salary and his Bonus pursuant to Section 5 of this Agreement and all
          other benefits payable to Employee under this Agreement for the
          balance of the remaining term under Section 3 (without extension).
          Employee shall have no duty to mitigate and Companies shall have no
          right to offset any other compensation paid to Employee during the
          applicable time period."

     13.  The effective date of this Amendment shall be January 1, 1997.

     14.  Except as expressly modified and amended by this Second Amendment,
the Agreement shall remain in full force and effect in accordance with its
terms.

     IN WITNESS WHEREOF, the parties have executed this Amendment effective the
date first written above.

                              ARDEN GROUP, INC.



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



                              ARDEN-MAYFAIR, INC.



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


                              AMG HOLDINGS, INC.



                              By:   ERNEST T. KLINGER
                                 ----------------------
                              Title: SECRETARY
                                    -------------------

                                      58
<PAGE>

                              GELSON'S MARKETS



                              By:   ERNEST T. KLINGER
                                 ----------------------
                              Title: SECRETARY
                                    -------------------



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

                                      59