CONCESSION AGREEMENT

                                       FOR

                          FOOD AND BEVERAGE OPERATIONS

                                     AT THE

                        DES MOINES INTERNATIONAL AIRPORT

                                     BETWEEN

                        ST. CLAIR DEVELOPMENT CORPORATION
                            d/b/a CREATIVE CROISSANTS

                                       AND

                          THE CITY OF DES MOINES, IOWA
                       (DES MOINES INTERNATIONAL AIRPORT)











                               CITY OF DES MOINES
                             DEPARTMENT OF AVIATION
                        DES MOINES INTERNATIONAL AIRPORT
                           5800 FLEUR DRIVE, SUITE 201
                           DES MOINES, IOWA 50321-2854

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                              CONCESSION AGREEMENT

                        FOOD/BEVERAGE/VENDING OPERATIONS

                        ST. CLAIR DEVELOPMENT CORPORATION
                            d/b/a CREATIVE CROISSANTS

                        DES MOINES INTERNATIONAL AIRPORT

                                DES MOINES, IOWA


THIS CONCESSION  AGREEMENT,  made and entered into this 2nd day of June 1997, by
and between the CITY OF DES MOINES, IOWA, a municipal  corporation organized and
existing  under  and by  virtue  of the laws of the  State of Iowa  (hereinafter
referred to as "City") and St.  Clair  Development  Corporation  d/b/a  Creative
Croissants,  a corporation organized and existing under the laws of the State of
California, (hereinafter called "Concessionaire"),  having its principal offices
at 6335 Ferris Square, Suite G, San Diego, CA 92121.

                           W I T N E S E T H T H A T:

WHEREAS,  City  currently  owns and operates an airport  known as the Des Moines
International Airport (hereinafter called the "Airport"), located in Des Moines,
Polk County, Iowa, and

WHEREAS,  City  deems it  advantageous  to itself  and to its  operation  of the
Airport  to  lease  unto  Concessionaire  certain  premises  and to  grant  unto
Concessionaire  certain rights,  privileges,  and uses therein,  as necessary to
provide  food/beverage/vending  service  within  the  Terminal  Building  at the
Airport;

NOW,  THEREFORE,  for and in  consideration  of payment of the fees and  charges
hereinafter provided,  and of the covenants and conditions hereinafter contained
to be kept and performed, do hereby agree as follows:

                                    ARTICLE 1
                                TERM OF AGREEMENT

Section 1.1 Term. Subject to earlier termination and cancellation as hereinafter
provided,  the term of this  Agreement  shall be for a period of ten (10) years,
commencing on the expiration of the Interim Term as stipulated in Section 1.2.

Section 1.2 Interim Term. The full term of this Agreement  shall be comprised of
an interim  term and a regular  term.  The interim term of the  Agreement  shall
commence on July 1, 1997, and shall

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end 60 days  following  final  approval by City of  architectural  plans for the
"Last Operating Facility" to be constructed.  "Last Operating Facility" shall be
defined  either the  landside  operation  or the airside  operation  as depicted
within  Exhibit  C and  Exhibit  G  attached  hereto.  The  regular  term of the
agreement  commences 60 days following  final approval by City of  architectural
plans for the last  operating  facility to be  constructed  and ends exactly ten
(10)  years  from  the date of  commencement  of the full  term,  unless  sooner
terminated  as  herein  provided.  Architectural  plans  must  be  submitted  by
Concessionaire in accordance with all provisions  described in Article 8 of this
Agreement.

Section 1.3 Option Periods.  City, at its sole  discretion,  may elect to extend
the  term of the  Agreement,  under  the  same  terms  and  conditions  for five
individual twelve (12) month periods upon written notice to Concessionaire. Said
notice  shall  occur no later than 90 days prior to the  expiration  of the then
current  term  of the  Agreement.  Concessionaire  may  accept  or  decline  the
extension within 30 days of the offer to extend.  Failure of the  Concessionaire
to respond to the offer within 30 days shall be considered a declination  of the
offer.

                                    ARTICLE 2
                                    PREMISES

Section 2.1 Premises. Concessionaire shall operate the Concession granted within
the premises  indicated in the Request for Proposal  document (Exhibit G) and on
applicable  pages of Exhibit "C" attached hereto and forming a part hereof.  The
Premises  include areas  designated  for storage and support as indicated in the
Requests for Proposal  document (Exhibit G) and in Exhibits "D" and "E" attached
hereto and forming a part thereof.

Section 2.2 Square  Footage.  The square footage  figures  appearing  throughout
Exhibits "C", "D", and "E" attached hereto are approximate  only and are subject
to on-site  measurements to be performed after  completion of development.  City
hereby  provides  to  Concessionaire  certain  space  in the  Terminal  Building
hereinafter  described  together with certain  attendant  rights and  privileges
specifically set forth.

                                    ARTICLE 3
                        CONCESSION RIGHTS AND PRIVILEGES

Section 3.1 Rights Granted.  Concessionaire  shall have the right to sell to the
public those food and beverage  items  submitted in its proposal dated March 24,
1997, and such other Food and Beverage items as may be approved herein.

Section 3.2 Right to Operate. City hereby grants to Concessionaire the exclusive
right and obligation to occupy,  equip,  furnish,  operate and maintain food and
beverage  facilities in those portions of existing buildings at Airport shown in
the Request for  Proposal  document  (Exhibit  G) and in Exhibit  "C",  attached
hereto,  and made a part hereof.  The rights  granted shall be carried on solely
and exclusively within the limits and confines of said areas, subject,  however,
to the expansion,  reduction or relocation of any such area specified in Article
10 hereof and its sections. However, the

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City reserves the right to develop specialty retail concessions in the future as
business  conditions  warrant and in order to fulfill the  Airport's DBE program
requirements.

Section 3.3 General  Obligation to Operate.  At the locations  indicated herein,
Concessionaire shall provide food and beverage service for passengers, every day
of the term hereof, without exception. In addition, Concessionaire shall install
and maintain food and beverage vending  machines in a location(s)  designated by
City. Concessionaire shall take all reasonable measures, in every proper manner,
to develop,  maintain  and  increase  the  business  conducted  by it under this
Agreement. Concessionaire shall actively operate each food and beverage facility
so as to best serve public needs.

Section 3.4 Right to Advertise/Promote  Products.  Concessionaire shall have the
right to advertise  brand-name products on its packaging and within the premises
only upon the written approval of City.

Section 3.5 Quiet Enjoyment. Concessionaire, upon payment of fees and charges as
described in Article 5 hereof, and its sections,  and upon observing and keeping
the  conditions  and covenants of this  Agreement on its part to be observed and
kept,  shall lawfully and quietly hold,  use and enjoy the  concession  premises
during the term of this Agreement.

Section  3.6 Ingress  and  Egress.  Concessionaire  shall have the full and free
right of ingress to and egress from the Leased Premises.  City agrees to use its
best  efforts to keep the routes of  ingress  and egress to the Leased  Premises
free from obstruction  including the removal of snow, ice,  vegetation,  stones,
and other  foreign  matter.  City has the fight to alter or change the routes of
ingress and egress  upon giving  reasonable  notice to  Concessionaire  and upon
providing other reasonably adequate means of ingress and egress.

Section 3.7 Parking Facilities.  Concessionaire's employees shall have the fight
to utilize reasonable adequate vehicular parking facilities in common with other
tenant employees . Such facilities shall be located in an area designated by the
City.   City  reserves  the  fight  to  assess  a  reasonable   charge  to  such
concessionaire employees for such employee parking facilities at a rate not more
than  that  being  charged  to  other  tenant  employees  for  use of  the  same
facilities.

Section  3.8   Exclusivity.   The  concession   rights  herein  granted  to  the
Concessionaire shall be exclusive within the premises covered by this Concession
Agreement,  but  non-exclusive  at the Airport.  Specifically,  certain food and
beverage  items,  tenant employee  dining,  special event catering and in-flight
catering are  non-exclusive.  Items which will be  exclusive  to  Concessionaire
within the Terminal are listed in Exhibit  "B".  City may enter into  Concession
Agreements  with other food and  beverage  Concessionaires  at Airport,  some of
which will be located in the terminal covered by this Concession Agreement. Said
Agreements  may not grant any  Concessionaire  the  rights to sell  those  items
identified as  "exclusive" in Exhibit "B", but may permit the sale of other food
and beverage items.

Section 3.9 Tenant Employee Dining.  City's other tenants may, at City's option,
be granted the right to operate  dining  facilities for their  employees  and/or
their First Class passengers, but not for

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the general public, and not in locations to which the general public has access.
Such right may include the right to sell food and beverages,  either directly or
through a contractor. Concessionaire shall not have the exclusive or first right
to provide such services to said tenants.

Section 3.10 Dispute on Services or Products.  In the event of a dispute between
Concessionaire  and City or any other  Airport  tenant as to the  services to be
offered or  products  to be sold,  Concessionaire  shall  meet and  confer  with
Aviation  Director and. if any parties to said dispute continue to disagree with
the recommendation of Aviation Director, City shall determine the services to be
offered or products  to be sold by each,  and  Concessionaire  shall be bound by
said determination.

Section  3.11 No  Other  Uses.  Concessionaire  shall  not use  nor  permit  the
concession  premises to be used for any purpose  other than as  hereinabove  set
forth  except  with  the  prior  written  consent  of  City,  nor for any use in
violation of any applicable present or future law, ordinance, rule or regulation
of any Governmental authority, agency, department or officer thereof.

                                    ARTICLE 4
                            FEES AND TIME OF PAYMENT

Section 4.1 Monthly Rental Payments

         A. Monthly  Rental  Payments  During the Interim Term of the Concession
         Agreement.  As the monthly rent during the interim  term, as defined in
         this Agreement,  Concessionaire shall pay the percentage fee applicable
         to each category of gross receipts as defined herein.

         B. Monthly  Rental  Payments  During the Regular Term of the Concession
         Agreement.  As the monthly rent during the regular  term, as defined in
         this  Agreement,  Concessionaire  shall  pay  the  greater  of (1)  the
         percentage fee applicable to each category of gross receipts as defined
         herein,  or (2) 1/12 of the minimum annual  Guaranteed  rent as defined
         herein.

         C.  Percentage Fee. The Percentage Fee shall be the sum of (1) Nineteen
         and  one-half  (19.5%) of the gross  revenues  earned  from the sale of
         alcoholic  beverages,  (2) Fourteen percent (14%) of the gross revenues
         earned from all other food and  beverage  sales and (3) Eleven  percent
         (11%) of the gross  revenues  earned from all vending  machine sales in
         the terminal covered by this Concession Agreement.

         D. Minimum  Annual Fee. The minimum  annual fee for the first full year
         of operation  during which all  facilities  under the  agreement are in
         operation,  as  defined in Section  1.2.  shall be equal to  Twenty-one
         cents  (.21(cent))  per  enplaned  passenger  . For each year after the
         first full year of  operation,  as defined in Section  1.2, the minimum
         annual  guarantee  shall be the greater of the minimum  established for
         the first  full year of  operations,  as defined  in  Section  1.2,  or
         eighty-five  percent  (85%) of the previous  years actual rent payments
         (Percentage Fee).


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         E.  Adjustment  to Minimum  Annual  Fee.  In the event  that  enplaning
         passengers, in the terminal,  increase or decrease by an amount greater
         than twenty  percent  (20%) from one contract  year to the  immediately
         following  contract  year,  City will adjust the minimum annual fee for
         that year by the  amount of the  percentage  increase  or  decrease  in
         enplaning  passengers.  Within 90 days after each contract  year,  City
         will  compare  the  actual  number  of  enplaning  passengers  for that
         contract year to the immediately  preceding contract year. If enplaning
         passengers have increased or decreased by an amount greater than twenty
         percent  (20%),  City will adjust the minimum  annual  guarantee.  If a
         greater  amount  is  due,  City  will  invoice  Concessionaire  for the
         difference.  If a smaller  amount is due, City will issue a rent credit
         to the Concessionaire which the Concessionaire may deduct from a future
         rent payment.

         F. Enplaning Passenger Defined. The term "Enplaning  Passengers" refers
         to the  aggregate  number of  passengers  departing  from the  terminal
         covered by this Concession Agreement. It excludes everyone else who may
         be in the terminal,  such as arriving  passengers,  persons coming into
         the terminal to greet arriving passengers,  airport employees,  and the
         employees of airport  tenants.  These other  persons may be a source of
         revenue for the Concessionaire, but City will only report the number of
         enplaning passengers for the purposes of this Concession Agreement.

         G. No Abatement.  City and/or Federal government shall retain the right
         to  restrict  access to areas  "airside"  of  security  checkpoints  to
         ticketed  passengers and Airport/airline  personnel.  City shall retain
         the  right  to  restrict   access  for  purposes  of   construction  of
         City-approved improvements.  During such actions,  Concessionaire shall
         not be entitled to any minimum annual guarantee abatement or percentage
         adjustment,  other  than the  reductions  defined  in  Section 4. 1.(E)
         Adjustment to Minimum Annual Guarantee herein.

         H.  Annual  Adjustment.  At the end of each  twelve  (12) month  period
         during the term hereof, City shall prepare and submit to Concessionaire
         a  statement  showing  the total  percentage  rent  charge for the said
         twelve months. If the sums paid by Concessionaire  during said 12 month
         period exceed the greater of the minimum annual Guarantee or the actual
         percentage rent payment, such overpayment shall be credited to the fees
         and   charges   next   thereafter   due   from    Concessionaire.    If
         Concessionaire's  aggregate  payments  are  less  than the  total  due,
         Concessionaire  shall,  within  ten (10)  calendar  days,  pay City the
         difference.

Section 4.2 Utilities.  Utilities, including but not limited to electricity, gas
and water, may be separately metered as appropriate at Concessionaire's expense,
and shall be invoiced directly to Concessionaire.

Section 4.3 Refuse Removal.  Concessionaire  shall comply with the provisions of
Section 5.9 herein with regard to the  disposition  of trash and  garbage.  City
shall  maintain  garbage  or refuse  disposal  areas for use by  Concessionaire.
Concessionaire  shall pay to City a pro-rata  amount of the cost for  removal of
garbage and refuse from designated garbage or refuse disposal areas.

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Section  4.4  Other  Fees and  Charges.  If City has paid any sum or sums or has
incurred any  obligations or expense which  Concessionaire  had agreed to pay or
reimburse  City for,  or if City is  required  or elects to pay sum(s) or ensure
obligation(s)  or  expense(s)  by reason of the  failure,  neglect or refusal of
Concessionaire  to  perform  or  fulfill  any of the  conditions,  covenants  or
agreements  contained in the Agreement,  or as a result of an act or omission of
Concessionaire   contrary  to  said   conditions,   covenants  and   agreements,
Concessionaire  shall pay the  sum(s)  so paid or the  expense(s)  so  incurred,
including all interest,  costs, damages and penalties, and the same may be added
to any  installment of the fees and charges  thereafter due hereunder,  and each
and every  part of the same  shall be and become  additional  fees and  charges,
recoverable  by City in the same  manner  and with like  remedies  as if it were
originally a part of the basic fees and charges.

Section 4.5 Method of  Payment.  The  procedure  for the payment of the fees and
charges shall be as follows:

         A. Payment  Location.  All fees and charges payable  hereunder shall be
         made  payable  to the City of Des  Moines -  Aviation  Department,  and
         mailed or delivered to the Department of Aviation Office at the address
         contained  within Section 15.29,  unless and until City designates some
         other  party to  receive  or place  for the  payment  of said  fees and
         charges.

         B. Monthly Rental  Payments.  The rental fees and charges to be paid by
         Concessionaire   to  City   hereunder   shall  be  payable  in  monthly
         installments throughout the term of this Agreement. Within fifteen (15)
         calendar  days  after the end of each  calendar  month,  Concessionaire
         shall pay City, as the fees and charges for such prior calendar  month,
         one twelfth  (1/12) of the guaranteed  minimum annual  guarantee or the
         actual percentage rent charge, whichever sum is greater.

         C.  Monthly  Rental  Report.  Concessionaire  shall  submit  a  monthly
         accounting  of the cross  receipts  received at each location and under
         each category as referenced in Section 4.1.C operated by Concessionaire
         under this Concession  Agreement.  Each facility shall be reported as a
         separate location,  Each monthly accounting shall be in such manner and
         detail  and upon such forms as are  prescribed  by City.  Each  monthly
         report  shall be due on the same  date and at the same  address  as the
         payment  for  that  month  is due.  City  reserves  the  right  to make
         modifications to said reporting form at any time under this Agreement.

Section 4.6 Late Payment.  Any payment not received by the due date shall accrue
interest  payable  at the rate of 1.5% per month from the due date until paid in
full.

Section  4.7 Pro  Rata  Payment.  If the  commencement  or  termination  of this
Agreement  falls upon any date other than the first or last day of any  calendar
month,  the  applicable  fees and  charges  for said month  shall be in the same
proportion  that the  number of days the  Agreement  is in effect for that month
bears to the total number of days in that month. Should this Agreement terminate
or be terminated in accordance  with Article 2 at any time other than at the end
of the agreement year, the

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minimum fees for the agreement year in which such termination occurs shall be in
the same  proportion that the number of days the Agreement is in effect for that
year bears to the total number of days in the year.

Section  4.8 Audit  Reports.  Concessionaire  agrees  to keep true and  accurate
accounts,  records, books and data which will show in a standard acceptable form
the income, including taxes,  surcharges,  and gross receipts as herein defined,
as separate line items of said business operated at and upon the Leased Premises
of the  Airport,  which  books  and  records  shall  be open for  inspection  by
authorized  representatives  of  City  at all  reasonable  times  during  normal
business hours. City reserves the right,  either directly,  or through an agent,
to make necessary  detailed  audits as required at any time during the agreement
period and for twelve (12) months after the  termination  of the  Agreement.  In
addition,  Concessionaire agrees to furnish to City annually a certified copy of
an audit thereof by  Concessionaire's  certified public  accountant.  Such audit
shall be in a form  acceptable  to the auditors of City and shall be due to City
at the office of City's  Aviation  Director no later than ninety (90) days after
the end of each Agreement year.

Section 4.9 Gross Receipts Defined. "Gross Receipts" shall include all receipts,
whether by coin or currency,  on account, by check or credit card,  collected or
uncollected, whether conducted on or off airport, derived by Concessionaire as a
result of its operation of the  concession  rights herein  granted,  without any
exclusion  whatever,  except those  expressly  permitted  under Sections  4.9.A.
through  4.9.1.  Gross  receipts  shall include the sales  revenues  received or
billed by  Concessionaire  from the sale of any item,  including but not limited
to,  dispensing  and serving of food,  food  products  and  beverages  including
alcoholic  beverages,  and other related services and products.  Goods,  work or
services  furnished  by any person or firm in lieu of payment  in  exchange  for
value  received  shall be deemed to be Cash Sales.  Gross Receipts shall exclude
revenues from the following:

          A. Taxes On Sales.  Retail sales taxes, excise taxes or related direct
          taxes on the consumer  which are collected by  Concessionaire  on such
          sales  for  remittance  to  the  city,   county,   state,  or  federal
          government,  provided  all such taxes are properly  accounted  for and
          recorded;

         B. Sale of Scrap,  Equipment,  or Uniforms.  Receipts  from the sale of
         waste  or   scrap   materials   resulting   from   the   operation   of
         Concessionaire's  business on Airport; receipts from the sale of or the
         trade-in  value  of  furniture,  fixtures  or  equipment  used  on  the
         concession  premises,  and owned by  Concessionaire;  receipts from the
         sale at cost of uniforms/clothing  to Concessionaire's  employees where
         such uniforms/clothing are required to be worn by said employees;

         C. Exchanges and Refunds from Suppliers.  The value of any merchandise,
         supplies  or  equipment  exchanged  or  transferred  from  or to  other
         business locations of Concessionaire, where such exchanges or transfers
         are not made for the purpose of avoiding a sale by Concessionaire which
         would otherwise be made from or at the concession premises; receipts

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          in the form of refunds from or the value of  merchandise,  supplies or
          equipment returned to shippers, suppliers or manufacturers;

          D.  Refunded  Receipts.  Receipts  with  respect to any sale where the
          subject of such sale, or some part thereof,  is thereafter returned by
          the purchaser to and accepted by Concessionaire,  to the extent of any
          refund  actually  granted or adjustment  actually made,  either in the
          form of cash or credit;

         E.  Employee  Meals and Employee  Discounts.  The cost or value of free
         meals given to employees of Concessionaire  pursuant to such employees'
         employment  contracts;  the  amount of a discount  on all items  except
         alcoholic beverages which Concessionaire may give to those employees of
         Airport  tenants of City and  Airport  employees  of City who have been
         issued Airport Security Identification badges by City;

          F. Supplier  Discounts.  The amount of any cash or quantity  discounts
          received from sellers, suppliers or manufacturers;

         G.  Tips.  The  amount  of any  gratuity  paid or given by  patrons  or
         customers  to  employees  of  Concessionaire.   Said   Concessionaire's
         employee  shall not,  at any time while on  Airport  property,  solicit
         tips; and

          H.  Reimbursements.  Receipts  in  the  form  of  reimbursements  from
          Concessionaire's  subcontractor(s) for any taxes, loan payments and/or
          license  fees  paid  by  Concessionaire  for  or  on  behalf  of  such
          subcontractor.

                                    ARTICLE 5
                               OPERATING STANDARDS

Section 5.1 Concession  Personnel.  Concessionaire  shall, at its cost,  furnish
prompt,  courteous and efficient service and shall ensure polite and inoffensive
conduct and demeanor on the part of its  representatives,  agents and employees,
collectively  referred to herein as "personnel".  Concessionaire shall employ or
permit the  employment of only such  personnel as will assure a high standard of
service  to the  public.  All such  personnel,  while on or  about  the  Airport
premises,  shall be clean,  neat in  appearance  and  courteous at all times and
shall  be  appropriately  attired,  with  badges  or  other  suitable  means  of
identification,  in such instances as are appropriate. No personnel, while on or
about the Airport premises, shall use improper language, act in loud, boisterous
or  otherwise   improper  way  or  be  permitted  to  solicit   business  in  an
inappropriate manner.

Section  5.2  Manager.  Concessionaire  shall  select  and  appoint,  subject to
approval by the Aviation Director,  a Manager of Concessionaire's  operations at
the  Airport.  Such  person  must  be  an  outstanding,   highly  qualified  and
experienced  manager or supervisor of comparable  Food and Beverage  operations,
vested with full power and authority to accept  service of all notices  provided
for herein and regarding operation of the concession business herein authorized,
including the quality

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and prices of foods and  beverages and the  appearance,  conduct and demeanor of
Concessionaire's agents, servants and employees.  Said Manager shall be assigned
to a duty station or office at the Airport,  where he or she shall ordinarily be
available  during  regular  business  hours and where,  at all times  during the
manager's or other absences,  a responsible  subordinate  shall be in charge and
available.

Section 5.3 Hours of Operation. In each location and on each day, Concessionaire
shall operate during those hours as are necessary to adequately serve the public
demand,  as said demand may be  determined  and  re-determined  by the  Aviation
Director.  Concessionaire  may advise the Aviation  Director  regarding  optimum
hours of operation at each location.

         A. Minimum  Hours of  Operation.  Concessionaire  shall be obligated to
         operate the  facilities for the hours which are defined in this Section
         until  such  time as the  Aviation  Director  requests  that  hours  be
         extended or authorizes  hours to be altered . The initial minimum hours
         each day shall be as follows:

                  Facilities  shall open one hour prior to the  departure of the
                  first scheduled  flight of the day and shall remain open until
                  at least  one hour  subsequent  to the  departure  of the last
                  scheduled flight of the day

         B. Curtailment of Hours Beyond Control. Concessionaire shall be excused
         from its  obligations as set forth in Section 5.3.A.  in the event that
         its operations are closed or curtailed,  in whole or in part, by reason
         of a strike, lockout or a cause beyond its control as determined by the
         Aviation Director.

         C.  Aviation  Director May Alter Hours.  Aviation  Director  may, on 24
         hours notice to  Concessionaire  require earlier opening times or later
         closing times for any location.  Concessionaire  shall comply with said
         hours.  Aviation  Director  may,  from time to time,  authorize a later
         opening or earlier  closing  time for any  location,  provided it first
         finds  that   Concessionaire  has  submitted   adequate   justification
         therefore.

Section 5.4 Food Services Plan and Menu.  Concessionaire's  food services  plan,
prices and menu shall be as contained within Concessionaire's  proposal attached
as part of this Agreement for each facility. By attachment and reference herein,
Concessionaires  marketing  and  merchandise  plan  as  contained  within  their
proposal  is  hereby  deemed  approved.  During  the  term  of  this  Agreement,
Concessionaire  shall make no changes to the food services plan,  menu or prices
of any item on the  approved  menu without  first  obtaining  the prior  written
approval of the Aviation Director.  The Aviation Director shall require the same
information, and apply the same criteria to each proposed chance as is described
in Section 5.4 and its subsections.

          A. Menu. Concessionaire's proposed menu and all subsequent menus shall
          include a  description  of each  item,  including  the  weight of each
          portion and the Government grade of

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          government quality (if any) for its component  item(s).  No menu shall
          misrepresent quality, grade, or weight of any item.

         B. Publicly  Displayed Menu. Prices for each item sold in each facility
         shall be  conspicuously  displayed to the  satisfaction of the Aviation
         Director as to information given, design, type, size, style, color, and
         all other  specifics.  Said prices shall not exceed the approved prices
         for said items.

         C. Amendments May Be Required.  The Aviation Director may,  re-evaluate
         the  selection  of items  during  the  term.  The  Aviation  Director's
         determination  that the selection  offered is inadequate (in general or
         at any particular  location),  or that any price is excessive,  or that
         the quality or quantity of any item is deficient,  shall be conclusive.
         Concessionaire may meet and confer with the Aviation Director regarding
         such matters.

         D. Quality of Foods and Beverages.  All foods and beverages offered for
         sale by  Concessionaire  shall be of high  quality,  and  comparable to
         first class food and beverage  facilities  of a similar type in the Des
         Moines area.

         E.  Prices.  All  food  and  beverage  products  offered  for  sale  by
         Concessionaire  shall  be  priced  reasonably  in  comparison  to  like
         facilities  serving  similar  products to the general public in the Des
         Moines area. What constitutes "like  facilities" and  "comparability of
         prices" shall be determined  solely by City but generally in accordance
         with the following  guidelines:  Like  facilities  shall generally mean
         casual  dining  establishments  located  within a 15 mile radius of the
         airport.  Prices no more than ten  percent  (10%) over the average of a
         minimum of three (3) like  facilities for similar menu items of similar
         portions and presentations shall be deemed to be reasonable.

Section 5.5 Cash and Record Handling Requirements.  Concessionaire shall prepare
a  description  of its cash handling and sales  recording  systems and equipment
which shall be submitted to the Aviation Director for approval. When approved by
the Aviation  Director,  such systems and  equipment,  including  any  revisions
thereto approved by Aviation  Director,  shall be utilized by  Concessionaire in
its operations at Airport.

         A. Cash Registers.  Concessionaire shall accurately record each sale on
         a point of sale  resister  acceptable  to the Aviation  Director.  Such
         register  shall be  non-resetable  and sufficient to supply an accurate
         record of all sales,  refunds,  taxes,  etc.  on tape or  otherwise  as
         directed by the Aviation Director. Such register shall have a sale item
         display visible to the purchaser.

Section 5.6 Credit Cards.  Customers  shall be permitted to utilize at a minimum
the  following  credit cards in payment for the purchase of food and  beverages:
Visa, Mastercard and American Express.


                                       10

<PAGE>



Section 5.7 Prohibited  Acts.  Concessionaire  shall not do or permit to be done
anything specified in Sections 5.7.A. through 5.7.F. Specifically, it shall not:

         A. Interfere with Access.  Concessionaire  or its employees,  agents or
         representatives,  shall not do anything  which may interfere  with free
         access and passage in the  concession  premises  or the areas  adjacent
         thereto, or in the elevators,  escalators,  streets or sidewalks of the
         Airports,  or hinder police, fire fighting or other emergency personnel
         in the discharge of their duties, or hinder access to utility, heating,
         ventilating or  air-conditioning  systems,  or portions thereof,  on or
         adjoining the concession premises;

         B. Interfere with Systems.  Concessionaire or its employees,  agents or
         representatives,  shall not do anything  which may  interfere  with the
         effectiveness  of utility,  heating,  ventilating  or  air-conditioning
         systems or portions  thereof on or adjoining  the  concession  premises
         (including lines, pipes,  wires,  conduits and equipment connected with
         or  appurtenant   thereto)  or  interfere  with  the  effectiveness  of
         elevators or  escalators in or adjoining the  concession  premises,  or
         overload any floor in the concession premises;

         C. Permit Smoking Where  Prohibited.  Concessionaire  or its employees,
         agents or  representatives,  shall not do  anything  contrary to State,
         County,  or City policy,  ordinance,  regulation,  or signs prohibiting
         smoking. At the present time, said restriction prohibits smoking in the
         terminal building, including all food and beverage areas;

         D. Install Unauthorized Locks.  Concessionaire or its employees, agents
         or  representatives,  shall not place any  additional  lock of any kind
         upon  any  window  or  interior  or  exterior  door  in the  concession
         premises, or make any change in any existing door or window lock or the
         mechanism  thereof,  unless  a  key  therefore  is  maintained  on  the
         concession  premises,   nor  refuse,  upon  the  expiration  or  sooner
         termination of this  Agreement,  to surrender to Aviation  Director any
         and all  keys to the  interior  or  exterior  doors  on the  concession
         premises,  whether said keys were furnished to or otherwise procured by
         Concessionaire,  and in the event of the loss of any keys  furnished by
         Aviation Director,  Concessionaire  shall pay City, on demand, the cost
         for replacement  thereof,  and the cost of re-keying City's locks. City
         shall maintain,  and appropriately  secure, keys which afford access to
         the premises assigned under this agreement;

         E.  Increase  Liability.  Concessionaire  or its  employees,  agents or
         representatives,  shall  not do any act or thing  upon  the  concession
         premises  which will  invalidate,  suspend or increase  the rate of any
         fire  insurance  policy  required under this  Agreement,  or carried by
         City, covering the concession  premises,  or the buildings in which the
         same are located or which, in the opinion of the Aviation Director, may
         constitute a hazardous  condition that will increase the risks normally
         attendant upon the operations contemplated under this Agreement. If, by
         reason of any failure on the part of  Concessionaire  after  receipt of
         notice  In  writing  from City to comply  with the  provisions  of this
         paragraph,  any fire insurance rate on the concession premises,  or any
         part thereof, or on the buildings in which the same are located,

                                       11

<PAGE>



         shall  at  any  time  be  higher  than  it  normally   would  be,  then
         Concessionaire  shall  pay  City,  on  demand,  that  part of all  fire
         insurance premiums paid by City which have been charged because of such
         violation or failure of Concessionaire; provided, however, that nothing
         contained herein shall preclude  Concessionaire from bringing,  keeping
         or using on or about the concession premises such materials,  supplies,
         equipment and machinery as are  appropriate or customary in carrying on
         its  business,  or from carrying on said business in all respects as is
         customary;

         F. No Loitering or Lodging.  Concessionaire or its employees, agents or
         representatives,  shall  not  permit  undue  loitering  on or about the
         concession  premises  or use  the  concession  premises,  or  any  part
         thereof, for loitering or sleeping purposes.

Section  5.8 Signs,  Advertising,  & Displays.  Concessionaire  shall not erect,
construct  or place any sign,  advertisement  or display upon any portion of the
premises   without  first   obtaining  the  prior  written   approval  of  City.
Concessionaire  shall not erect,  construct or place any sign,  advertisement or
display outside the premises.

         A. Removal of Signs.  Upon the termination,  cancellation or expiration
         of this  Agreement,  Concessionaire  shall remove,  obliterate or paint
         out, any and all of its signs, advertising and displays as the Aviation
         Director may direct. If  Concessionaire  falls to do so, City may cause
         said work to be done at the expense of Concessionaire.

Section 5.9 Removal of Garbage and Refuse.  Concessionaire shall strictly comply
with all Airport and other rules and  regulations  regarding the  disposition of
trash and garbage,  shall regularly  remove from all concession  premises to the
garbage or refuse disposal area all rubbish, refuse and garbage and shall remove
the accumulation of all such material in said garbage or refuse disposal area at
frequent  intervals.  Accumulation of trash,  boxes,  cartons,  barrels or other
similar   items  shall  not  be   permitted  in  any  public  area  at  Airport.
Concessionaire  shall not remove trash or garbage through public or common areas
(including concourses and sidewalks).

                                    ARTICLE 6
                               OBLIGATIONS OF CITY

Section 6.1 Maintenance of Public Areas. City shall maintain the public areas of
the Terminal Building;

Section 6.2  Maintenance of Electric  Service.  City shall, at its sole expense,
provide and  maintain to the Leased  Premises  electric  power lines and service
needed by Concessionaire in the conduct of its business. Concessionaire shall be
responsible for distribution of said service within the referenced leaseholds;


                                       12

<PAGE>



Section 6.3 Employee Parking Facilities.  City shall provide employee automobile
parking in accordance  with Section 3.7 and toilet  facilities  for employees of
Concessionaire in such manner similar to or equal that provided for employees of
other Airport agencies; and

Section 6.4 City Shall Cooperate.  City shall cooperate with  Concessionaire  as
reasonably necessary to facilitate Concessionaire's activities in providing food
and beverage service.

                                    ARTICLE 7
                    DISADVANTAGED BUSINESS ENTERPRISE PROGRAM

Section 7.1 Disadvantaged  Business Enterprise Program. It is the policy of City
of Des Moines that  Disadvantaged  Business  Enterprises  (DBEs)  shall have the
maximum  opportunity  to share in the benefits from airport  concession  leasing
through  substantial  and meaningful  participation.  As stated in its proposal,
Concessionaire  agrees to  maintain  certified  DBE  status  with a level of DBE
participation  at the Airport  acceptable to the City and the FAA for the entire
term of the Agreement.  Should Concessionaire propose to operate a cart or kiosk
with a qualified DBE firm, the City reserves the right of review and approval of
operation and any subconcession agreement prior to the start of any operation.

Section 7.2  Replacement/Substitutions of DBE(s). The Concessionaire is required
to have a valid  arrangement with the DBE(s)  designated to fulfill the contract
goal. The Concessionaire will be allowed to substitute the originally designated
DBE(s) only if it is demonstrated to City that the DBE(s) is unwilling or unable
to  perform.  The  Concessionaires  ability  to  negotiate  a more  advantageous
contract  with  another  DBE  firm  will not be  considered  a valid  basis  for
substitution.  If a DBE is  unwilling or unable to perform,  the  Concessionaire
shall  inform  City  in  writing  and  include   documentation  to  justify  the
substitution,  including a statement  from the DBE to be replaced  acknowledging
the substitution. The Concessionaire will identify a replacement DBE or document
good faith efforts to replace the DBE with another DBE. If the Concessionaire or
a  non-DBE  firm  performs  the  work   originally   committed  to  a  DBE,  the
Concessionaire  shall  submit  a  revised  DBE  plan  to the  Aviation  Director
detailing  how the DBE goal will be met or will supply  documentation  detailing
good faith efforts which have been made to meet the goal.

Section 7.3 DBE Reports.  Concessionaire shall submit, in the format required by
the Aviation Director, a monthly report of DBE utilization. Said report shall be
submitted  with the monthly  report of gross receipts as required in Section 4.5
herein.

Section  7.4  Disadvantaged  Business  Enterprise  (DBE)  Discrimination.   This
Agreement  is  subject  to  the   requirements   of  the  U.  S.  Department  of
Transportation's  regulations,  49 CFR Part 23, Subpart F. Concessionaire agrees
that it will not discriminate  against any business owner because of the owner's
race, color, national origin, or sex in connection with the award or performance
of any concession agreement covered by 49 CFR Part 23, Subpart F.


                                       13

<PAGE>



Section  7.5  Provision  Inclusion.  Concessionaire  agrees to include the above
section in any subsequent  concession  agreements that it enters and cause those
businesses to similarly include the statements in further agreements.

                                    ARTICLE 8
                                  IMPROVEMENTS

Section 8.1  Improvement  Proposal.  Concessionaire  shall redesign the existing
premises as proposed by Concessionaire  within the proposal dated March 24, 1997
which is attached herewith.  In accordance with Proposal and contract documents,
City  shall  have  and   possess   final   rights  of  approval  of  all  plans,
specifications, concepts and build out within assigned premises.

Section 8.2  Condition  Of Premises,  City shall  deliver the  concession  areas
specified herein to the  Concessionaire as they are currently  improved,  except
for furniture, furnishings,  equipment, removable fixtures and supplies owned by
the incumbent  Concessionaire.  The improvements  owned by City include interior
walls,  ceilings,  floor  covering,  carpeting,  finished  flooring,  electrical
wiring,   air-conditioning  ducts  and  equipment,   and  may  include  specific
concession furniture,  equipment and furnishings which cannot be removed without
structural damage to the premises,  interior decoration and finishing erected or
installed  upon  said  premises,   and  connections  for  electrical  power  and
telephones.  The  Concessionaire  shall  accept such  premises  "as is".  Future
improvements  to the  concourse  food and beverage  location may be completed by
City. If City elects to complete said  improvements,  the concession area will a
basic shell with unfinished  (drywall) walls and ceilings and unfinished  floor.
Utilities will be delivered to the premises.

Section  8.3  Improvements  Required  of  Concessionaire.  Concessionaire  shall
provide all  improvements  which are necessary to operate said concession to the
satisfaction of City: including all improvements  proposed to be provided in its
proposal to City and accepted by City in accordance with proposal documents.

Section 8.4 Improvement Financial Obligation.  Concessionaire guarantees that it
will make  capital  investments  for said  concession,  exclusive of any capital
improvements  made by City,  in an  amount of not less  than  $1,300,000  . Said
amount  shall  be  expended  on  the  initial  improvements  constructed  and in
accordance with  Concessionaires  proposal dated March 24, 1997.  Concessionaire
shall provide the City with  receipts and other  suitable  documentation  of the
aforementioned  required  expenditure  as furthered  referenced in Section 8-19.
Concessionaire  shall  pay to City an  amount  equal to the  shortfall,  if any,
between its total proposed  investment and its actual investment as of the first
day of the third  month of  operation  of the last  facility  constructed.  Said
payment  shall be made on or before the sixtieth  (60th) day after the first day
of the third month of operation  of the last  facility  constructed.  Should the
costs to make the referenced  improvements exceed the minimum required amount as
stated above, said costs shall be the sole responsibility of the Concessionaire.

Section 8.5 Mid-Term  Refurbishment.  After the  commencement of the fifth year,
and before the end of the sixth year of the term  hereof,  Concessionaire  shall
refurbish the facilities. Said refurbishing

                                       14

<PAGE>



shall  include,   but  shall  not  be  limited  to,  all  refinishing,   repair,
replacement,  redecorating  and  painting  necessary to keep said areas in first
class  condition.  Concessionaire  shall not expend less than  $209,750  for the
required  mid-term  refurbishment.  Concessionaire  shall  provide the City with
receipts  and  other  suitable  documentation  of  the  aforementioned  required
expenditure as furthered referenced in Section 8.19. Concessionaire shall pay to
City an amount equal to the shortfall, if any, between said refurbishment amount
and its  actual  investment  as of the last day of the sixth  year  hereof  Said
payment  shall be made on or before the thirtieth day of the seventh year hereof
The amount  spent for  mid-term  refurbishment  shall be exclusive of any amount
spent for normal repair and  maintenance as determined in the sole discretion of
the  Aviation  Director.  Should the costs to make the  referenced  improvements
exceed the minimum required amount as stated above, said costs shall be the sole
responsibility of the Concessionaire.

Section  8.6 No Liens.  All  construction  work  done,  equipment  supplied  and
installed and interior design and decor furnished by Concessionaire  pursuant to
this Section shall be at its sole cost and expense,  free and clear of liens for
labor  and  material  and  Concessionaire  shall  hold  City  harmless  from any
liability  in respect  thereto.  Concessionaire  shall  ensure that no liens are
placed on the improvements, premises or City property.

Section 8.7 Construction & Payment Bond.  Within thirty (30) days after award of
this Agreement,  Concessionaire  shall furnish,  at its sole cost and expense, a
Construction  and Payment  Performance  Bond in the  principal sum of the amount
proposed by Concessionaire  in Section 8.4 herein, to Guarantee  compliance with
this Section. This Bond shall be in a form acceptable to City and be issued by a
surety company authorized and licensed to transact business in the State of Iowa
and be for the full  amount  stated  above  with City of Des  Moines as  obligee
conditioned upon full,  faithful and satisfactory  performance by Concessionaire
of its  obligations to construct and install the  aforementioned  facilities and
improvements and full payment to its contractor(s).  The above-stated  principal
amount of said Bond or other security  deposit,  however,  may be reduced during
the term  hereof  as  Concessionaire  completes  the  improvements  contemplated
thereby. The Bond shall remain in place for one year after the City's acceptance
of the  improvements  or other period as agreed to by the Aviation  Director and
City's legal counsel.

Section  8.8 City  Approval  of  Improvements.  Prior to any work  being  done.,
Concessionaire   shall  obtain  City's   written   approval  of  all  plans  and
specifications.  The construction,  including permits and approvals,  of any and
all areas included under this  Agreement  shall be formalized  through a Private
Construction    Agreement   between   Concessionaire   and   a   contractor   of
Concessionaire's  choice. Said Private Construction  Agreement shall be approved
by City.

Section  8.9  Overall  Construction  Program.  Prior  to  the  construction  and
installation of improvements  including furniture,  furnishings,  and equipment,
Concessionaire  shall first prepare an overall program including a time schedule
for same,  which  shall be subject to  approval  of City.  Such  schedule  shall
include as a minimum the following  milestones (1) Conceptual Design; (2) Design
Development; (3) Construction Documents; (4) Plan Check and Permit; (5) Bid; (6)
Construction; and (7) Date of Beneficial Occupancy (DBO).

                                       15

<PAGE>

Section 8.10 Utilities - Installation.  City shall provide  utilities to a point
within each Lease Premises area.  Concessionaire  shall provide  distribution of
utilities within the Leased Premises.

Section 8.11 Plans and Specifications. Concessionaire shall, at its own cost and
expense, employ 'competent architects, engineers and interior designers who will
prepare  architectural,  interior and engineering  designs,  including  detailed
plans, specifications,  and cost estimates of all concession improvements, decor
and equipment to be installed in the concession areas.  Concessionaire  shall at
its own cost and  expense  and prior to the start of  construction.  obtain  all
necessary permits and licenses. As required by City, Concessionaire shall submit
sets of plans,  specifications,  and cost  estimates  for review and approval by
City in  accordance  with a time  schedule  furnished by  Concessionaire  and in
accordance with American  Institute of Architects  (AIA) Standard  Deliverables.
However,  schedule dates shall not exceed the following  unless a time extension
is approved by City:

         Overall Program:                      30 days after Notice to Proceed
         Conceptual Design:                    45 days after Notice to Proceed
         Design Development:          30 days after approval of Concept Design
         Construction Documents:  60 days after approval of Design Development

"Notice  to  Proceed",  as  referenced  above,  shall be  defined as the date of
written notice by the Aviation  Director that the  Concessionaire  may begin the
facility development process.

All such plans,  specifications,  equipment,  interior design and decor and cost
estimates  shall  be  first  submitted  to  City  for  written  approval  before
Concessionaire  awards  or  lets  any  contract  for  the  construction  of said
concession improvements, enters into contracts for the purchase of any equipment
to be installed in the  concession  areas or enters into any  contracts  for the
installation of the interior decor and design therefore.

Section  8.12  Design  Approval.  City shall  review  and  approve  each  design
submitted  and may reject  any such  submittal  and  require  Concessionaire  to
resubmit design proposals until they meet with City's  approval.  Concessionaire
shall include in its project schedule the following review time:

         Concepts/Schematic Design.............................10 Calendar Days
         Design Development....................................10 Calendar Days
         Construction Documents... ............................40 Calendar Days

One set of plans and  specifications  shall be returned to  Concessionaire  with
written comments within the above timeframe.  Concessionaire  shall  incorporate
these comments. Concessionaire shall obtain written approval from City and shall
obtain  approvals from  applicable City agencies before letting of contracts for
the construction of said concession improvements.

Section 8.13 Adherence to Plans and Specifications. Upon approval by City of the
detailed  plans,  specifications,  equipment,  cost  estimates  and the interior
design and decor of the concession

                                       16

<PAGE>



improvements, Concessionaire shall forthwith cause said work to be commenced and
completed  with  reasonable  dispatch.   No  substantial  change,   addition  or
alteration  shall be made in the  scope of the work so  approved  without  first
obtaining  City's  writing.  No  structural  or  other  improvements,  decor  or
equipment,  other  than as  contemplated  herein  shall  be made in or upon  the
concession  areas  without  the  written  consent  of City  being  first had and
obtained,  and any conditions  relating thereto then stated by City shall become
conditions hereof as if they had been originally stated herein.

Section  8.14  Future  Work.   After  completion  of  the  structural  or  other
improvements  and  installation  of equipment and interior  design and decor, as
above provided,  Concessionaire shall not make any structural alterations to the
ceilings,  walls or floors of any permanent  improvements which it constructs or
installs in the concession areas without first obtaining City's written consent;
provided,  however, that Concessionaire may make nonstructural alterations which
the  exigencies  of the operation of its  concession  demand in order to promote
efficiency in the operation thereof.

Section 8.15 Building Codes. All structural or other improvements, equipment and
interior  design and decor  constructed  or installed by  Concessionaire  in the
concession areas, including the plans and specifications therefore, shall in all
respects  conform  to and  comply  with  the  applicable  statutes,  ordinances,
building codes,  rules and regulations of City and such other authorities as may
have  jurisdiction  over the  concession  areas or  Concessionaire's  operations
therein,   The  approval  by  City  provided   above  shall  not   constitute  a
representation   or  warranty  as  to  such   conformity  or   compliance,   but
responsibility therefore shall at all times remain in Concessionaire.

Section 8.16 Other Permits. Concessionaire,  at its sole cost and expense, shall
also procure all building,  fire,  safety,  and other permits  necessary for the
construction  of the  structural  add other  improvements,  installation  of the
equipment and the interior design and decor.

Section  8.17  Contractor's  Insurance .  Concessionaire  shall  ensure that the
contractor  hired to  construct  the  improvements  shall  secure the  insurance
required by the City prior to the commencement of  construction.  Concessionaire
shall  further  ensure that its  contractor  maintains  the  required  insurance
throughout construction.

Section  8.18  Regulatory  Requirements.  Concessionaire  shall  require  by any
contract that it awards in connection with the structural or other improvements,
the installation of any and all equipment and the interior  designing and decor,
that the contractor  doing,  performing or furnishing the same shall comply with
all applicable  statutes,  ordinances,  codes, rules and regulations,  submit to
City  evidence of required  insurance  coverage  and comply With all  applicable
provisions of the Civil Code of the State of Iowa.

Section  8.19  As-Builts.   Upon  completion  of  the  concession  improvements,
Concessionaire  shall, within a reasonable time thereafter,  furnish City, at no
charged (1) a certificate certifying that the improvements have been constructed
in  accordance  with  the  approved  plans  and  specifications  and  in  strict
compliance with all laws, rules,  ordinance and governmental rules,  regulations
and orders;  (2) two complete,  reproducible  sets of as-built drawings covering
the structural and other

                                       17

<PAGE>



improvements  installed  by  Concessionaire  in the  concession  areas  plus the
location and details of installation of all equipment,  utility lines,  heating,
ventilating,  air-condition ducts and related matters. Concessionaire shall keep
said  drawings  current by  updating  the same in order to reflect  thereon  any
changes or  modifications  which may be made in or to the  premises;  and (3) as
installation  of  the  foregoing  structural  and  equipment  items,   including
counters,  partitions  and  furnishing  and the  interior  design  and  decor is
completed,  duplicated  receipted  invoices  on all  materials  and labor  costs
incurred in their  installation  which  Concessionaire  enters on its records as
representing its capital expenditures in the concession areas.

Section 8.20  Ownership of  Improvements.  At the  completion of the term of the
agreement, City shall take ownership of all non-inventory and fixed improvements
associated  with the  development  and  build out of the  referenced  concession
delivery  area.  Concessionaire  shall have the rights to the  ownership  of all
other installed as part of this Agreement, subject to the conditions provided in
Section 8.20.A. through C.

          A. Installation  Costs. All of the foregoing  improvements,  decor and
          equipment shall be furnished,  supplied,  installed and constructed by
          Concessionaire at its sole cost and expense.

         B.  Ownership  During  Term.  Ownership  of  improvements  paid  for by
         Concessionaire  shall remain with the Concessionaire over the full term
         of this agreement  (subject to early  termination) with any/all federal
         investment tax credits applicable to concession  improvements  accruing
         to Concessionaire.

         C. Ownership Upon Termination.  Title to all leasehold improvements and
         furniture,  fixtures  and  equipment  which  cannot be removed  without
         causing any damage shall vest in City upon termination of the contract.
         If the  Concessionaire's  occupancy of a given  facility is  terminated
         pursuant to Sections  10.1 or 11.2 herein and their  subsections,  City
         will reimburse Concessionaire for the unamortized Net Book Value of its
         existing  structural  improvements  (and  improvements  which cannot be
         removed  without  doing  damage)  based  upon a  10-year  straight-line
         depreciation,  with no residual value,  provided the Concessionaire has
         obtained  all  necessary  approvals  for their  constriction,  and also
         provided the Concessionaire  has reported each improvement,  its costs,
         and the date upon which its depreciation  began, and also provided that
         architectural  and  design  costs do not  exceed 10% of the cost of the
         improvements  and all said costs are properly  documented and supported
         by receipts and made available for audit. All said costs must be direct
         costs 'd by Concessionaire to independent contractors and suppliers for
         work  actually  performed  on said  premises,  materials  furnished  or
         professional services rendered.  Costs associated with Concessionaire's
         employees  shall not be included in the  calculation of these costs. To
         become  reimbursable  the  Concessionaire  shall at its expense provide
         City with "as-built"  drawings and paid invoices,  showing material and
         labor costs  involved in the  construction  of the approved  structural
         improvement  within  90 days of the date that the  improvement  was put
         into service.  The straight line depreciation  shall begin on the first
         day of the month in which the improvement  was placed in service.  City
         may require Concessionaire to remove any or all of

                                       18

<PAGE>



         its  removable  improvements.  Title  to  all  improvements  for  which
         Concessionaire  is  reimbursed  or which  have been  depreciated  shall
         thereupon vest in City.

                                    ARTICLE 9
                             MAINTENANCE AND REPAIR

Section 9.1  Maintenance and Repair.  Concessionaire  shall, at all times and at
its expense, keep and maintain the concession premises, including all structural
and  other  improvements  installed  on the  premises  together  with all of its
fixtures,  plate and mirror glass,  equipment and personal property therein,  in
good repair and in a clean and orderly  condition and  appearance and shall keep
the areas  immediately  adjacent to the exits and  entrances  to the  concession
premises clean and orderly and free of obstructions.

Section 9.2 Maintenance  Program.  Concessionaire  shall maintain and repair all
interior  areas and  surfaces  of the  premises,  including  sweeping,  washing,
servicing,  repairing,  replacing  cleaning  and interior  painting  that may be
required  to  properly  maintain  the  premises  in a  safe,  clean,  wholesome,
sanitary,  orderly and attractive  condition.  Concessionaire shall establish an
adequate  preventive  maintenance  program and the  provisions  of same shall be
subject  to  periodic  review  by City.  Said  program  shall  include,  without
limitation,  the cleaning and repair of all floors,  interior  walls,  ceilings,
lighting,  decor and equipment.  Regardless of Concessionaire's  compliance with
its preventive maintenance program, Concessionaire shall clean such surfaces and
equipment  immediately  upon  being  instructed  to do so by  City  or by  other
Governmental agencies having such authority.

Section 9.3 Maintenance of Plumbing. Concessionaire shall be responsible for the
repair and maintenance of all plumbing within the leasehold area. Concessionaire
is  responsible  for all material that is deposited in the plumbing  system from
their leasehold and for cleaning the crease traps within their leasehold. Repair
and  maintenance  of all piping  within the leasehold is the  responsibility  of
Concessionaire.  Concessionaire is responsible for the repair and maintenance of
all sewer  lines from the  leasehold  to the point that the line  connects to an
Airports  main sewer  line.  Concessionaire  is  responsible  for the repair and
maintenance  of all  domestic  water  lines,  hot and  cold,  from the  point of
connection  of  the  Airports  water  meter   throughout   the   leasehold.   If
Concessionaire  fails to maintain the plumbing system or places liquid,  crease,
debris, etc. that results in stoppage or damage to Airports maintained plumbing.
Concessionaire  will be billed for the cost thereof,  plus fifteen (15%) percent
for administrative overhead, to be paid by Concessionaire to City on demand.

Section 9.4 City May Repair.  In the event  Concessionaire  fails to  accomplish
such nonstructural repairs, replacements,  rebuilding,  redecorating or painting
required  hereunder  within a period of ten (10) days after written  notice from
City so to do, or fails to diligently repair,  replace,  rebuild,  redecorate or
paint all the premises required to be repaired,  replaced, rebuilt,  redecorated
or painted by Concessionaire pursuant to said schedule, City may, at its option,
and in addition to all other  remedies  which may be  available  to it,  repair,
replace, rebuild, redecorate or paint any such premises included in said notice,
the cost thereof, plus fifteen (15%) percent for administrative  overhead, to be
paid by Concessionaire to City on demand.

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Section 9.5 Right to Enter Premises. City shall have the right to enter upon the
concession  premises at all reasonable  times to make such repairs,  alterations
and  replacements  as may, in the opinion of the  Aviation  Director,  be deemed
necessary or advisable and, from time to time, to construct or install over, in,
under or through  the  concession  premises  new  lines,  pipes,  mains,  wires,
conduits  and  equipment;  provided,  however,  that  such  repair,  alteration,
replacement or construction shall not unreasonably interfere with the use of the
concession  premises by Concessionaire and provided rather,  that nothing herein
shall be so construed as relieving Concessionaire of any obligation imposed upon
it herein to  maintain  the  concession  areas and the  improvement  and utility
facilities therein.  City shall have the right to enter the premises at any time
to maintain or repair emergency  systems when loss of life or damage to property
may result.

Section 9.6 Pest Control.  Concessionaire shall be solely responsible for a pest
free  environment  within its leasehold area by maintaining its own pest control
services,  in accordance with the most modem and effective  control  procedures.
All materials  used in pest control  shall  conform to Federal,  State and local
laws and  ordinances.  All control  substances  utilized  shall be used with all
precautions to obviate the possibility of accidents to humans,  domestic animals
and pets. Pests referenced above include,  but are not limited to,  cockroaches,
ants, rodents, silverfish, earwigs, spiders, weevils and crickets. Whenever City
deems that pest  control  services  must be  provided to a building or area that
includes premises under this Agreement,  Concessionaire  shall pay for the costs
of services provided for its premises under this Agreement.

                                   ARTICLE 10
                        EXPANSION, REDUCTION, RELOCATION

Section 10.1 Reduction of Premises.  City may, by appropriate  Resolution  fully
setting forth the reasons  therefore,  require  Concessionaire  to surrender any
portion of the concession  premises at any time.  City will use its best efforts
to  provide  substitute  space of equal  size,  with equal  frontage  in an area
accessible to the public.

Section  10.2  Relocation  of  Premises.  City may, by  appropriate  Resolution,
require Concessionaire to relocate a given operation to a new location.

Section  10.3  Finding  is  Required.  Sections  10.1  and  10.2  shall  only be
implemented upon a finding by City that such  reduction/relocation  is necessary
to its operation of the airport or to meet the demands of the public.

Section 10.4 Buy-Out.  In the event that Concessionaire is required to surrender
in  whole  or  relocate  any of its  operating  premises,  City  will  reimburse
Concessionaire  for the  unamortized  Net Book Value of its existing  structural
improvements (and improvements  which cannot be removed without doing structural
damage) for that facility or portion thereof, based upon a 10-year straight-line
depreciation,  with no residual value,  provided the Concessionaire has obtained
all  necessary  approvals  for  their   construction,   and  also  provided  the
Concessionaire has reported each

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<PAGE>



improvement, its costs, and the date upon which its depreciation began, and also
provided  that  architectural  and design costs do not exceed 10% of the cost of
the improvements and all of said costs are properly supported and made available
for  audit.  All said  costs  must be direct  costs  paid by  Concessionaire  to
independent  contractors  and  suppliers  for work  actually  performed  on said
premises,   materials  furnished  or  professional   services  rendered.   Costs
associated  with  Concessionaire's  employees  shall  not  be  included  in  the
calculation of these costs. To become  reimbursable the Concessionaire  shall at
its expense  provide City with  "as-built"  drawings and paid invoices,  showing
material and labor costs involved in the construction of the approved structural
improvement  within  90 days of the  date  that  the  improvement  was put  into
service,  The  straight  line  depreciation  shall begin on the first day of the
month in which the improvement was placed in service.  The Aviation Director may
require Concessionaire to remove any or all of its removable improvements.  City
shall enter into good faith  negotiations  with  Concessionaire  relating to the
impact of the change in Premises upon  Concessionaires  financial  investment as
well as Concessionaires Minimum Annual Fee.

                                   ARTICLE 11
                            TERMINATION/CANCELLATION

Section 11.1  Cancellation  or Termination by City. City shall have the right to
cancel or  terminate  this  Agreement  in its  entirety  and all rights  ensuing
therefrom  at any  time  upon  giving  a  thirty  (30)  day  written  notice  to
Concessionaire if any one or more of the events appearing in Subsections 11.1.A.
through 11.1.O. occur:

         A. Delinquent  Payments/Reports.  Concessionaire  fails to pay the fees
         and charges or to make any other payments  required  hereunder or fails
         to file gross receipts  reports or other financial  reports when due to
         City within ten (10 days after  receipt of written  notice from City of
         delinquency therefore;

          B. Recurring Disputes.  Concessionaire disputes deficiency assessments
          repeatedly  or is  assessed  liquidated  damages  of more than  $5,000
          annually;

          C.  Incomplete  Records.  Concessionaire  falls to  maintain  adequate
          records and accounts reflecting its business and gross receipts;

         D.  Revocation  of  Licenses.  An  act  occurs  which  results  in  the
         suspension or revocation of the rights, powers,  licenses,  permits and
         authorities  necessary  for the conduct and  operation  of the business
         authorized herein for a period of more than thirty (30) days,

          E.  Transfer of Interest.  The interest of  Concessionaire  under this
          Agreement is transferred,  passes to or devolves upon, by operation of
          law or otherwise,  any other person,  firm or corporation  without the
          written consent of Board,


                                       21

<PAGE>



          F. Consolidation or Dissolution.  Concessionaire becomes,  without the
          prior written approval of City, a successor or merged corporation in a
          merger, a constituent  corporation in a consolidation or a corporation
          in dissolution,

         G. Performance.  Concessionaire  falls to keep, perform and observe any
         one or more promise, covenant and condition set forth in this Agreement
         on its part to be kept,  performed or observed after receipt of written
         notice of default  from City.  However,  Concessionaire  shall have ten
         (10) days after receipt of such notice to correct the deficiency;

         H. Attachment.  An attachment or execution is levied,  or a receiver is
         appointed   or  of  any  other   process  of  any  court  of  competent
         jurisdiction  is executed which is not vacated,  dismissed or set aside
         within a period of ninety  (90)  days and  which  does,  or as a direct
         consequence of such process will,  interfere with  Concessionaire's use
         of the concession premises or with its operations under this Agreement;

         I. Insolvency.  Concessionaire becomes insolvent,  or takes the benefit
         of any  present  or  future  insolvency  statute,  or  makes a  general
         assignment for the benefit of creditors,  or files a voluntary petition
         in bankruptcy,  or a petition or answer seeking an arrangement  for its
         reorganization,  or the  readjustment  of its  indebtedness  under  the
         federal bankruptcy laws or under any other law or statute of the United
         States,  or of any state  law,  or  consents  to the  appointment  of a
         receiver,  trustee or  liquidator  of all or  substantially  all of its
         property or its property located within the concession areas;

         J. Bankruptcy. By order or decree of court,  Concessionaire is adjudged
         bankrupt,  or an order is made approving a petition filed by any of the
         creditors or stockholders of Concessionaire  seeking its reorganization
         or the  readjustment of its indebtedness  under the federal  bankruptcy
         laws,  or under any law or statute of the United  States,  or any state
         thereof,

          K. Petition for  Bankruptcy.  A petition under any part of the federal
          bankruptcy  laws,  or an action  under any present or future  solvency
          laws or statute is filed against  Concessionaire  and is not dismissed
          within one hundred twenty (120) days;

         L. Control by Receiver.  By or pursuant to, or under  authority of, any
         legislative  act,  resolution  or rule,  order or decree of any  court,
         governmental board, agency or officer having jurisdiction,  a receiver,
         trustee  or   liquidator   takes   possession  or  control  of  all  or
         substantially  all  of  the  property  of   Concessionaire,   and  such
         possession  or control  continues in effect for a period of one hundred
         twenty (120) days;

         M. Adverse  Operation.  Service ceases or  deteriorates  for any period
         which,  in the opinion of City  materially  and  adversely  affects the
         operation of service required to be performed by  Concessionaire  under
         this Agreement


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<PAGE>



          N. Lien. Any lien is filed against the concession  premises because of
          any act or omission of Concessionaire  and such lien is not removed or
          enjoined; or

         O. Abandonment.  Concessionaire voluntarily abandons,  deserts, vacates
         or discontinues its operation of the business herein authorized.

Section 11.2 Cancellation/Termination by City for Other Reasons. City shall have
the right to cancel or terminate  this  Agreement in its entirety and all rights
ensuing therefrom anytime after the commencement of the sixth contract year upon
giving a thirty (30) day written notice to Concessionaire.

         A. Finding is Required.  Section 11.2 shall only be implemented  upon a
         finding by the  Airport  Board  that  Concessionaire's  performance  as
         measured by customer satisfaction  surveys,  gross revenue performance,
         or other  performance  criteria as  established by the Airport Board is
         substandard  and that such  cancellation  or termination is in the best
         interests of City. However,  Concessionaire shall be granted 30 days to
         correct any performance deficiency as identified by the City.

         B. Buy-Out. In the event that City cancels or terminates the Concession
         Agreement in accordance  with the provisions of Section 11.2, City will
         reimburse  Concessionaire  for the  unamortized  Net Book  Value of its
         existing  improvements  (including  furniture,  fixtures and  equipment
         purchased  by  Concessionaire)   based  upon  a  10-year  straight-line
         depreciation for structural  improvements and applicable  schedules for
         other improvements, with no residual value, provided the Concessionaire
         has  obtained  all   necessary   approvals,   and  also   provided  the
         Concessionaire  has reported each improvement,  its costs, and the date
         upon which its depreciation began, and also provided that architectural
         and design costs do not exceed IO% of the cost of the  improvements and
         all said costs are properly  documented  and  supported by receipts and
         made  available  for  audit.  Costs  associated  with  Concessionaire's
         employees  shall not be included in the  calculation of these costs. To
         become  reimbursable  the  Concessionaire  shall at its expense provide
         City with "as-built"  drawings and paid invoices,  showing material and
         labor costs  involved in the  construction  of the approved  structural
         improvement  within  90 days of the date that the  improvement  was put
         into service.  The straight line depreciation  shall begin on the first
         day of the month in which the  improvement  was placed in service.  All
         improvements  included in the buy-out  under this section  shall become
         the property of City upon payment of the buy-out.

         In the event,  and only in the event,  that City cancels or  terminates
         the Concession  Agreement in accordance  with the provisions of Section
         11.2 and only Section 11.2, City will also pay Concessionaire an amount
         equal to the  unamortized  portion of the  Concessionaires  pre-opening
         expenses as  approved by the City and  calculated  in  accordance  with
         Generally Accepted Accounting Principles.


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<PAGE>



         Pre-opening expenses are limited to those expenses incurred directly by
         operations  under  this  contract  and shall be  limited  to legal fees
         incurred  for  obtaining   required   licenses  for  said   facilities,
         reasonable  corporate travel,  and other items deemed reasonable by the
         Aviation Director.  Said expenses shall not include any cost associated
         with the development of the proposal for this operation,  including any
         associated travel and outside fees.

Section 11.3 City's Rights of Reentry. City shall, as an additional remedy, upon
the giving of written notice of cancellation or termination as above provided in
Sections  11.1 and 11.2,  have the right to reenter the  premises and every part
thereof on the effective date of  cancellation  or termination  without  further
notice of any kind,  remove any and all persons  therefrom and regain and resume
possession   either  with  or  without  the  institution  of  summary  or  legal
proceedings  otherwise.  Such reentry,  however, shall not in any manner affect,
alter or diminish any of the obligations of Concessionaire under this Agreement.

Section 11.4  Surrender of  Possession.  Concessionaire  covenants and agrees to
yield and deliver  possession of the concession  premises to City on the date of
the  termination,   cancellation  or  expiration  of  this  Agreement  promptly,
peaceably, quietly and in as good order and condition as the same now are or may
be hereafter  improved by  Concessionaire  of City,  reasonable use and wear and
tear thereof excepted.

Section 11.5 Right to Remove  Equipment.  Subject to the provisions of Article 8
and its subsections  herein,  Concessionaire  shall have the right to remove its
non-fixed  equipment,   supplies,  readily  movable  furnishings,   inventories,
removable  fixtures  and other trade  fixtures and  personal  property  from the
concession  premises if said removal will not cause any damage to the  facility.
If  Concessionaire  fails  to  remove  said  property,  said  property  shall be
considered abandoned and City may dispose of same as it sees fit.

Section 11.6  Acceptance is Not a Waiver.  No acceptance by City of the fees and
charges for other payments  specified  herein,  in whole or in part, and for any
period or periods, after a default of any of the terms, covenants and conditions
to be performed,  kept or observed by Concessionaire,  other than the default in
the payment  thereof,  shall be deemed a waiver of any right on the part of City
to cancel or terminate this Agreement on Account of such default.

Section  11.7  Waiver  is Not  Continuous.  No waiver by City at any time of any
default on the part of  Concessionaire  in the  performance of any of the terms,
covenants  or  conditions   hereof  to  be   performed,   kept  or  observed  by
Concessionaire shall be or be construed to be a waiver at any time thereafter by
City of any other or  subsequent  default in  performance  of any of said terms,
covenants or  conditions,  and no notice by City shall be required to restore or
revive time as of the essence  hereof  after waiver by City of default in one or
more instances.

Section  11.8  Survival  of  Concessionaire's  Obligations.  In the  event  this
Agreement  is  terminated  or canceled by City,  or in the event City  reenters,
regains or resumes possession of the concession

                                       24

<PAGE>



premises,  all of the obligations of Concessionaire  hereunder shall survive and
shall remain in full force and effect for the full term of this Agreement unless
otherwise agreed to by the City in writing.

Section 11.9  Exercising  City's Right of  Cancellation.  City may exercise such
rights of termination  and  cancellation as provided herein by written notice to
Concessionaire  after passage of the thirty (30) day time period provided herein
and this Agreement shall terminate the thirtieth  (30th) day calculated from the
date of receipt of said notice by  Concessionaire or ninety-six (96) hours after
deposit in mail,  whichever is first.  Any fees due  hereunder  shall be payable
only  to  said  date of  termination  and  cancellation  and  thereafter  all of
Concessionaire's  rights and privileges and City's  obligations  shall cease and
all improvements made by Concessionaire upon the Leased Premises shall remain in
or upon the Leased  Premises and shall become the property of City. It is agreed
that failure of City to declare this  Agreement  terminated or canceled upon the
default of  Concessionaire  for any of the  reasons set forth  herein  shall not
operate to bar or stop City from declaring this Agreement terminated or canceled
by reason of any subsequent violation of the terms of this Agreement.

Section 11.10 Cancellation or Termination By Concessionaire.  This Agreement may
be canceled or terminated by  Concessionaire by giving a thirty (30) day written
notice to City upon the happening of one or more of the occurrences specified in
Sections 11.10.A. through 11.10.E.

          A.  Permanent  Abandonment.  The  permanent  abandonment  of Airport's
          passenger  terminals for use by airlines or the  permanent  removal of
          all certificated passenger airline service from Airport,

         B.  Material  Restriction  of Operation.  The lawful  assumption by the
         United States  government,  or any authorized  agency  thereof,  of the
         operation,  control or use of Airport, or any substantial part thereof,
         in such manner as to materially restrict  Concessionaire from operating
         thereon for a period of at least ninety (90) consecutive days;

         C. Major Destruction of Premises. The complete destruction of one third
         or  more  of the  concession  premises  from a  cause  other  than  the
         negligence or omission-to-act of  Concessionaire,  its  subcontractors,
         agents or employees,  and the  subsequent  failure of City to repair or
         reconstruct   said  premises  within  twelve  (12)  months  after  such
         destruction,

         D. Federally-Required Amendments. Any exercise of authority as provided
         in Section 15.25 hereof which shall so interfere with  Concessionaire's
         use  and  enjoyment  of the  concession  premises  as to  constitute  a
         termination, in whole or in part, of this Agreement by operation of law
         in accordance with the laws of the United States; or

         E.  Default  by City.  The  default by City in the  performance  of any
         covenant or agreement  herein  required to be performed by City and the
         failure of City to remedy such  default for a period of sixty (60) days
         after receipt from Concessionaire of written notice to do so.


                                       25

<PAGE>



Section 11.11 Exercising Concessionaire's Right of Cancellation.  Concessionaire
may exercise such fights of  cancellation  and  termination by written notice to
City at any time after the passage of the thirty (30) day period provided herein
and this Agreement shall terminate the thirtieth  (30th) day calculated from the
date of receipt of said notice by City or ninety-six (96) hours after deposit in
mail, whichever is first,  provided herein and the fees due under this Agreement
shall  be  payable  only to the date of said  termination  or  cancellation  and
thereafter all of Concessionaire's  rights and privileges and City's obligations
shall cease,  and all  improvements  mad ' e by  Concessionaire  upon the Leased
Premises  shall  remain in or upon the  Leased  Premises  and shall  become  the
property of City.  It is agreed that the  failure of  Concessionaire  to declare
this  Agreement  terminated  or canceled upon the default of City for any of the
reasons set forth  herein shall not operate to bar or stop  Concessionaire  from
declaring  this  Agreement  terminated  or canceled by reason of any  subsequent
violation of the terms of this Agreement by City.

Section 11.12 Removal of Improvements.  Concessionaire  shall have the rights to
the removal of :.the improvements,  installed as part of this agreement,  in the
following circumstances set out in Section 11.12A. and B. as follows.

         A.  Damaged  Improvements.  In the event that the  structural  or other
         improvements  or furnishings  and supplies  constructed or installed by
         Concessionaire in any on or all of the various concession  premises are
         damaged or destroyed,  in whole or in part, from any cause  whatsoever,
         Concessionaire  shall forthwith  proceed with the removal of the debris
         and damaged or destroyed  structural or other improvements,  equipment,
         furnishings and supplies and thereafter shall proceed with all dispatch
         with the  reconstruction  work  necessary  to  restore  the  damaged or
         destroyed  concession  premises to the condition  they were in prior to
         the occurrence of such damage or destruction  and all costs and expense
         incurred in connection therewith shall be paid by Concessionaire.

         B. City May  Renovate.  If,  during the last  month of this  Agreement,
         Concessionaire  has removed all or  substantially  all of its  property
         from the concession  premises,  City may enter said premises and alter,
         renovate or redecorate the same.

                                   ARTICLE 12
                        DAMAGE OR DESTRUCTION OF PREMISES

Section  12.1  Damage  or  Destruction  to  Premises.  In the event of Damage or
Destruction to Premises, Sections 12.1.A. through 12.1.D. shall apply.

         A. Partial Damage.  If all or a portion of the concession  premises are
         partially  damaged by fire,  explosion,  the elements,  public enemy or
         other  casualty,  but not  rendered  unin  habitable,  the same will be
         repaired  with  due  diligence  by City at its own  cost  and  expense,
         subject to the limitations as hereinafter  provided,  however,  that if
         said  damage  is  caused  by  the  negligence  or  omission  to  act of
         Concessionaire, its subcontractors, agents or employees,

                                       26

<PAGE>



         Concessionaire  shall be responsible for reimbursing  City for the cost
         and expenses incurred in such repair.

         B. Extensive  Damage.  If the damages are so extensive as to render the
         concession premises or a portion thereof uninhabitable, but are capable
         of being repaired  within thirty ('30) days, the same shall be repaired
         with due diligence by City at its own cost and expense,  subject to the
         limitations as hereinafter provided,  and an appropriate portion of the
         fees and charges payable herein shall abate from the time of the damage
         until such time as the  premises are fully  restored  and  certified by
         City as again ready for use; provided,  however, that if said damage is
         caused by the  negligence  or  omission to act of  Concessionaire,  its
         subcontractors,  agents or  employees,  said fees and charges  will not
         abate and Concessionaire  shall be responsible for reimbursing City for
         the cost and expenses incurred in such repair.

         C. Complete  Destruction.  In the event all or a substantial portion of
         the concession  premises are completely  destroyed by fire,  explosion,
         the elements,  public enemy or other  casualty,  or are so damaged that
         they are  uninhabitable  and cannot be replaced  except after more than
         thirty (30) days,  City, at its  discretion,  shall not be obligated to
         repair,  replace or  reconstruct  said  premises,  and a  proportionate
         portion of the fees and charges payable hereunder shall abate as of the
         time of such damage or  destruction  and shall  henceforth  cease until
         such time as the said  premises are fully  restored.  If within  twelve
         (12) months after the time of such damage or destruction  said premises
         have not been repaired or reconstructed, Concessionaire may cancel this
         Agreement in its entirety as of the date of such damage or destruction.

         D. Destruction due to Negligence. Notwithstanding the foregoing, if the
         said  premises,  or  a  substantial  portion  thereof,  are  completely
         destroyed  as a  result  of  the  negligence  or  omission  to  act  of
         Concessionaire, its subcontractors,  agents or employees, said fees and
         charges  shall  not  abate and City  may,  in its  discretion,  require
         Concessionaire  to repair and  reconstruct  said premises within twelve
         (12) months of such destruction and may pay the cost therefore, or City
         may repair and  reconstruct  the same within twelve (12) months of such
         destruction  and  Concessionaire  shall be responsible  for reimbursing
         City for the cost and expenses incurred in such repair.

Section 12.2 Limits of City's  Obligations.  In the application of the foregoing
provisions,  City's  obligations shall be limited to repair or reconstruction of
the  concession  premises to the same extent and of equal quality as obtained by
Concessionaire at the commencement of its operations hereunder. Redecoration and
replacement of furniture,  equipment and supplies shall be the responsibility of
Concessionaire and any such redecoration and  refurnishing/reequipping  shall be
equivalent in quality to that originally installed.


                                       27

<PAGE>



                                   ARTICLE 13
                INDEMNIFICATION, PERFORMANCE BOND, AND INSURANCE

Section 13.1 Liability.  Concessionaire  shall comply with the  Indemnification,
Faithful Performance Bond & Insurance provisions which follow.

Section  13.2   Indemnification.   To  the  fullest  extent   permitted  by  law
Concessionaire agrees to defend, pay on behalf of, indemnify,  and hold harmless
City, its elected and appointed  officials,  employees and volunteers and others
working on behalf of City against any and all claims,  demands,  suits, or loss,
including  all  costs  connected  therewith,  and for any  damages  which may be
asserted,  claimed or recovered  against or from City, its elected and appointed
officials,  employees, volunteers or others working on behalf of City, by reason
of personal injury,  including  bodily injury or death,  and/or property damage,
including loss of use thereof, which arises out of or is in any way connected or
associated with this contract and  Concessionaire's  activities pursuant to this
Agreement.  It is the  intention  of the  parties  that City,  its  elected  and
appointed officials,  employees,  volunteers or others working on behalf of City
shall not be liable or in any way  responsible  for injury,  damage,  liability,
loss or  expense  resulting  to  Concessionaire  and those it  brings  onto City
premises or on Concessionaire's leasehold due to accidents, mishaps, misconduct,
negligence or injuries either in person or property.

Concessionaire  expressly assumes full responsibility for any and all damages or
injuries  which  may  result  to any  person  or  property  by  reason  of or in
connection with the use of the concession pursuant to this Agreement, and agrees
to  pay  City  for  all  damages  caused  to  City  facilities   resulting  from
Concessionaire activities hereunder.

Concessionaire represents that its activities pursuant to this agreement will be
supervised by adequately trained personnel,  and Concessionaire will observe all
safety  rules for the facility and this  activity.  Concessionaire  acknowledges
that the City has no duty to and will not provide supervision of the activity.

Section 13.3 Faithful  Performance  Bond. Within thirty (30) days after award of
this Agreement,  Concessionaire shall furnish to City, at Concessionaire's  sole
cost and  expense,  and shall keep in full force and effect  during the complete
term  of  this  Agreement  and for  thirty  (30)  days  thereafter,  a  Faithful
Performance  Bond in the continuing penal sum of not less than one fourth of the
minimum  annual  proposal  amount  inserted by proposer in Section 4.1.4 herein,
guaranteeing full performance by  Concessionaire of all of the terms,  covenants
and  conditions  herein,   including,   but  not  limited  to,  payment  of  the
compensation specified herein.

Section 13.4 Bond  Requirements.  Said Bond shall be issued by a surety  company
authorized  and licensed to transact  business in the State of Iowa,  be for the
amount stated above with City of Des Moines, as obligee and shall not be subject
to  cancellation  or non-renewal  except after the expiration of thirty (30) day
written  notice by certified  mail,  return  receipt  requested,  to City of Des
Moines.


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Section 13.5 Insurance. Concessionaire shall procure at its expense, and keep in
effect at all times during the term of this  Agreement,  the following  forms of
insurances

         A.  Commercial   General   Liability.   Commercial   general  liability
         insurance,  on an "Occurrence  Basis" with limits of liability not less
         than $1,000,000.00 per occurrence and $2,000,000.00  aggregate combined
         single limit,  Personal Injury,  Bodily and Property  Damage.  Coverage
         shall include the following extensions:  (a) Contractual Liability; (b)
         Products  and  Completed   Operations;   (c)  Independent   Contractors
         Coverage,  (d) Deletion of all  Explosion,  Collapse  and  Underground;
         (XCU) Exclusions, if applicable; (e) Per contract aggregate.

         B. Motor Vehicle Liability Insurance.  Concessionaire shall procure and
         maintain  during  the life of this  contract/agreement,  Motor  Vehicle
         Liability   Insurance  with  limits  of  liability  of  not  less  than
         $1,000,000.00  per occurrence  combined  single limit Bodily Injury and
         Property  Damage.  Coverage  shall  include  all  owned  vehicles,  all
         non-owned vehicles, and all hired vehicles.

          C. Liquor Liability.  Liquor Liability and General Liability Insurance
          Coverage in a minimum amount of $1,000,000.  00 combined  single limit
          including  bodily  injury,  property  damage  and  injury  to means of
          support.

         D. Workers  Compensation.  Workers  Compensation  Insurance,  including
         Employers  Liability  Coverage,   in  accordance  with  all  applicable
         statutes of the State of Iowa.

         E. Fire. Fire and lightning, extended coverage, vandalism and malicious
         mischief and "all risk" insurance,  excluding  earthquake and flood but
         including  debris removal,  in a form at least as broad as the standard
         insurance  services  office  special  extended  coverage   endorsement,
         covering   all   structural   or  other   improvements   installed   by
         Concessionaire   in  the  concession   premises  ,  and  all  fixtures,
         furnishings,  equipment, merchandise,  inventory, and decorations kept,
         furnished or installed by Concessionaire. City shall be responsible for
         providing fire insurance on the structural shell of the Leased Premises
         c

Section 13.6  Increase in Coverage.  If during the term of this  Agreement,  the
Aviation   Director   reasonably   determines  that  such  minimum  coverage  is
inadequate,  the  Concessionaire  shall be  notified  of the  inadequacy  of the
coverage and shall be required to increase said coverage immediately.

Section 13.7 Additional  Insured.  Insofar as said insurance provides protection
against  liability for damages to third parties for personal injury,  death, and
property damage, City shall be included as an additional insured;  provided such
liability  insurance  coverage  shall also  extend to damage,  destruction,  and
injury to City-owned or City-leased property and City personnel,  and caused by,
or  resulting  from  negligent,   work,  acts,   operations,   or  omissions  of
Concessionaire,  its officers,  agents,  employees,  invitees,  and  independent
contractors on the Airport. In addition to providing a policy  endorsement,  the
following shall be specified to be Additional Insureds. The City of Des Moines,

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<PAGE>



Iowa,  and  including  all elected and  appointed  officials,  all employees and
volunteers, all boards, commissions, and/or authorities and their board members,
employees,  and  volunteers.  This coverage  shall be primary to the  Additional
Insureds,  and not contributing  with any other insurance or similar  protection
available  to the  Additional  Insureds,  whether  other  available  coverage be
primary,  contributing or excess.  City shall have no liability for any premiums
charged for such coverage, and the inclusion of City as an additional insured is
not  intended  to, and shall not,  make City a partner  or joint  venturer  with
Concessionaire in its operations at the Airport.

Section  13.8 Proof of  Insurance.  Concessionaire  shall  provide to:  Aviation
Director,  Department of Aviation,  Room 201, Des Moines International  Airport,
5800 Fleur Drive,  Des Moines,  Iowa 50321, at least fourteen (14) days prior to
the date the agreement is to be executed, Certificates of Insurance (ACORD form)
and/or insurance  coverage policies  acceptable to City showing all coverage and
endorsements as set forth in this Section. If so requested,  Certified Copies of
all policies will be furnished.  Concessionaire  shall  maintain such  insurance
with insurance underwriters authorized to do business in the State of Iowa.

Section 13.9  Continuation  of Coverage.  If any of the above  coverages  expire
during the term of this contract/agreement,  the Insurance Coverage Vendor shall
deliver renewal  certificates and/or policies to: Aviation Director,  Department
of Aviation,  Room 201, Des Moines International  Airport, 5800 Fleur Drive, Des
Moines, Iowa 50321, at least ten (10) days prior to the expiration date.

Section 13.10 Cancellation Notice.  Workers Compensation  Insurance,  Commercial
General Liability Insurance and Motor Vehicle Liability Insurance,  as described
above,  shall include an endorsement  stating the  following:  "Thirty (30) days
Advance Written Notice of Cancellation,  Non-Renewal,  Reduction and/or material
Change shall be sent to: Aviation  Director,  Department of Aviation,  Room 201,
Des Moines International Airport, 5800 Fleur Drive, Des Moines, Iowa 50321.

Section  13.11  Waiver  of  Subrogation.   To  the  extent   permitted  by  law,
Concessionaire hereby releases City, elected and appointed officials,  employees
and  volunteers  and others working on behalf of City from any and all liability
or  responsibility  to  Concessionaire  or  anyone  claiming  through  or  under
Concessionaire  by way of  subrogation  or otherwise,  for any loss or damage to
property  caused  by fire or any  other  casualty,  even if such  fire or  other
casualty  shall have been caused by the fault or negligence of City, its elected
and appointed officials,  employees or volunteers or others working on behalf of
City.  This section shall be  applicable  and in full force and effect only with
respect  to  loss or  damage  occurring  during  the  time  of  Concessionaire's
occupancy or use, and  Concessionaire's  policies of insurance  shall  contain a
clause or endorsement to the effect that such release shall not adversely affect
or  impair  such  policies  or  prejudice  the  right  of  Concessionaire  cover
thereunder.  Concessionaire agrees that it's policies will include such a clause
or endorsement.

Section 13.12 Code Of Iowa Chapter 670 Governmental Immunities Endorsement. City
reserves the following insurance rights under the Code of Iowa:


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<PAGE>



         A. Nonwaiver of Government  Immunity.  The insurance  carrier expressly
         agrees and states  that the  purchase  of this policy and the naming of
         City as an  Additional  Insured  does not waive any of the  defenses of
         government  immunity  available  to City under the Code of Iowa Section
         670.4 as it now exists and as it may be amended from time to time.

         B. Claims  Coverage.  The insurance  carrier  further  agrees that this
         policy of  insurance  shall cover only those  claims not subject to the
         defense of government  immunity under the Code of Iowa Section 670.4 as
         it now exists and as it may be amended from time to time.

         C.  Assertion of Government  Immunity . City shall be  responsible  for
         asserting any defense of government immunity, and may do so at any time
         and  shall do so upon  the  timely  Written  request  of the  insurance
         carrier.

         D.  Non-Denial  of  Coverage.  The  insurance  carrier  shall  not deny
         coverage under this policy and the insurance carrier shall not deny any
         of the right and  benefits  accruing  to City  under  this  policy  for
         reasons of governmental  immunity unless and until a court of competent
         jurisdiction  has  ruled  in favor of the  defense(s)  of  Governmental
         immunity asserted by City.

                                   ARTICLE 14
                                 FAA PROVISIONS

Section   14.1   Non-Discrimination.   During   the   term  of  this   Agreement
Concessionaire shall comply with the following;

         Concessionaire,   for  itself,  its  heirs,  personal  representatives,
         successors  in interest,  and assigns,  as a part of the  consideration
         hereof,  does hereby covenant and agree as a covenant  running with the
         land that in the  event  facilities  are  constructed,  maintained,  or
         otherwise  operated on the said property  described in this  Agreement,
         for a purpose  for which a  Department  of  Transportation  program  or
         activity is extended or for another purpose  involving the provision of
         similar services or benefits, Concessionaire shall maintain and operate
         such facilities and services in compliance with all other  requirements
         imposed pursuant to 49 CFR, Part 2 1,  Non-Discrimination  in Federally
         Assisted  Programs of the  Department  of  Transportation,  and as said
         Regulations may be amended.

         Concessionaire,   for  itself,  its  heirs,  personal  representatives,
         successors  in interest,  and assigns,  as a part of the  consideration
         hereof,  does hereby covenant and agree as a covenant  running with the
         land that:  (1) no person on the  grounds of race,  color,  or national
         origin shall be excluded from participation in, denied the benefits of,
         or be  otherwise  subjected  to  discrimination  in  the  use  of  said
         facilities,  (2) that in the construction of any improvements on, over,
         or under such land and the furnishing of services thereon, no person on
         the grounds of race,  color,  or national origin shall be excluded from
         participation  in, denied the benefits of, or otherwise be subjected to
         discrimination,   that   Concessionaire   shall  use  the  premises  in
         compliance  with all other  requirements  imposed by or  pursuant to 49
         CFR, Part 21,  Nondiscrimination  in Federally Assisted Programs or the
         Department of Transportation, and as said Regulations may be amended.

Section  14.2 Civil  Rights.  Concessionaire  assures  that it will  comply with
pertinent statutes, Executive Orders and such rules as are promulgated to assure
that no person shall, on the grounds of race,  creed,  color,  national  origin,
sex, age, or handicap be excluded from  participating in any activity  conducted
with  or  benefiting   from  Federal   assistance.   This  Provision   obligates
Concessionaire  or its  transferee  for the period which  Federal  assistance is
extended to the airport program,  except where Federal assistance is to provide,
or Is in the form of personal  property or real property or interest  therein or
structures or improvements  thereon. In these cases, the Provision obligates the
party or any transferee for the longer of the following periods:  (1) the period
during which the property is used by the sponsor or any transferee for a purpose
for which Federal  assistance is extended,  or for another purpose involving the
provision of similar  services or benefits;  or (2) the period  during which the
airport  sponsor  or any  transferee  retains  ownership  or  possession  of the
property. In the case of contractors,  this Provision binds the contractors from
the bid solicitation period through the completion of the contract.

Section 14.3 Just Services.  Concessionaire agrees to furnish service on a fair,
equal and not unjustly  discriminatory basis to all users thereof, and to charge
fair,  reasonable  and not  unjustly  discriminatory  prices  for  each  unit of
service,    PROVIDED,    that    Concessionaire    may   make   reasonable   and
non-discriminatory   discounts,   rebates,  or  other  similar  types  of  price
reductions to volume purchasers.

Section  14.4  Subordination  to  Agreements.  This  Agreement  is  subject  and
subordinate  to the  provisions of any  agreements  heretofore or hereafter made
between  City and the United  States  and/or the State of Iowa  relative  to the
operation,  maintenance,  development,  or  administration  of the Airport,  the
execution of which has been required as a condition precedent to the transfer of
Federal rights or property to City for Airport  purposes,  or to the expenditure
of Federal  or State of Iowa funds for the  improvement  or  development  of the
Airport,  including the  expenditure of Federal funds for the development of the
Airport in accordance  with the provisions of the Federal  Aviation Act of 1958,
and as said act may be amended from time to time.

                                   ARTICLE 15
                               GENERAL PROVISIONS

The  appearance  of any  provision  in  this  section  shall  not  diminish  its
importance.

Section  15.1  Assignment  and  Transfer  Prohibited.  Concessionaire  shall not
mortgage,  pledge hypothecate or otherwise encumber nor sell, assign,  transfer,
or permit the use by any other,  in whole or in part,  this  Agreement or any of
the concession  rights herein granted without the prior written consent of City.
Any  attempt to do so shall be  voidable  at City's  option and shall  confer no
right, title, or interest in or to this Concession Agreement, or right of use of
the whole or any portion of the

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<PAGE>



concession   facilities   upon  any   such   purchaser,   assignee,   mortgagee,
encumbrancer, pledgee, or other lien holder, successor, or purchaser.

Section 15.2 Agreement Binding Upon Successors.  This Agreement shall be binding
upon and shall inure to the benefit of the successors,  heirs and assigns of the
parties  hereto.  The  term  concessionaire"   shall  include  any  assignee  of
Concessionaire on any assignment permitted and approved by City.

Section  15.3 City's  Right of Access and  Inspection.  City,  by its  officers,
employees, agents,  representatives and contractors, shall have the right at all
reasonable  times to enter  upon the con  cession  premises  for the  purpose of
inspecting the same,  for observing the  performance  by  Concessionaire  of its
obligations under this Agreement or for doing any act or thing which City may be
obligated or have the right to do under this  Agreement,  or  otherwise,  and no
abatement of fees and charges  shall be claimed by or allowed to  Concessionaire
by reason of the  exercise  of such  right.  City shall not be obliged to inform
Concessionaire that an inspection or observation is planned, or in progress.

Section 15.4 Attorney's Fees. If City shall,  without any fault, be made a party
to  any  litigation  commenced  by or  against  Concessionaire  arising  out  of
Concessionaire's  use or employment of the concession  premises and as result of
which  Concessionaire is finally  adjudicated to be liable,  then Concessionaire
shall pay all costs and reasonable  attorney's  fees incurred by or imposed upon
City in connection with such litigation. In any action by City or Concessionaire
for  recovery  of any sum due under this  Agreement,  or to enforce any of their
terms,  covenants or conditions  contained herein, the prevailing party shall be
entitled  to  reasonable  attorney's  fees in  addition  to cost  and  necessary
disbursements  incurred in such action.  Each party shall give prompt  notice to
the other of any claim or suite instituted  against it that may effect the other
party.

Section 15.5 Rules,  Regulations,  and Ordinances.  City shall adopt and enforce
reasonable rules,  regulations,  and ordinances,  which Concessionaire agrees to
observe and obey,  with respect to the use of the Airport,  which shall  provide
for the safety of those using the same;  provided that such rules,  regulations,
and ordinances  shall be consistent with safety and with rules,  regulations and
orders of the FAA with  respect  to  aircraft  operations  at the  Airport;  and
provided further, that such rules and regulations shall not be inconsistent with
the provisions of this  Agreement or the procedures  prescribed or approved from
time to time by the FAA.  Concessionaire  shall not violate, or knowingly permit
its agents,  contractors, or employees acting Concessionaire'S behalf to violate
any such Rules and Regulations.

Section 15.6  Compliance  with Law.  Concessionaire  shall comply,  at all times
during  the  term of this  Agreement,  at its own  cost  and  expense,  with all
applicable  present and future  ordinances  and laws of City,  county,  or state
government or of the United States Government,  and of any political division or
subdivision  or  agency,   authority  or  commission   thereof  which  may  have
jurisdiction  to pass laws or ordinances  with respect to the uses  hereunder or
the Leased Premises. In addition,

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<PAGE>



Concessionaire shall not allow any improper, immoral, unlawful, or objectionable
activity to be conducted, to be operated, or to occur on any Airport area leased
or assigned to Concessionaire.

Section  15.7  Reservation  of Rights.  Any and all rights  and  privileges  not
granted to Concessionaire by this Agreement are hereby reserved for and to City.

Section 15.8 Governing Law. This  Agreement and all disputes  arising  hereunder
shall be governed by the laws of the State of Iowa.

Section 15.9 Nonwaiver of Rights. No waiver of default by either party of any of
the terms, covenants, and conditions hereof to be performed,  kept, and observed
by the other party shall be construed  as, or shall  operate as, a waiver of any
subsequent  default  of  any of  the  terms,  covenants,  or  conditions  herein
contained, to be performed, kept, and observed by the other party.

Section 15.10 Severability.  If one or more clauses,  sections, or provisions of
this  Agreement,  or the  application  thereof,  shall  be held to be  unlawful,
invalid,  or  unenforceable,  the  remainder  and  application  hereof  of  such
provision shall not be affected thereby.

Section 15.11 Paragraph  Headings.  The paragraph  headings contained herein are
for  convenience  in reference and are not intended to define or limit the scope
of any provision of this Agreement.

Section 15.12 Conditions and Covenants. Each covenant herein is a condition, and
each condition herein is as well a covenant by the parties bound thereby, unless
waived  in  writing  by  the  parties  hereto.  The  invitation  for  proposals,
instructions to proposers,  including  Concessionaire's  certification  form and
affirmative action plan, the basic specification, including any addenda thereto,
the affidavit of non-collusion and the bonds or other security deposits required
under said instructions are a part of this Concession Agreement, and each of the
parties hereto does hereby  expressly  covenant and agree to carry out and fully
perform each and all of the  provisions  of said  documents  upon its part to be
performed.  Concessionaire's proposal, dated March 24, 1997, is an integral part
of this agreement and is attached hereto as Exhibit A. Should the Concessionaire
operate a franchised  facility as part of any of its operations  associated with
this  agreement,  Concessionaire  shall  provide  a  letter  or  other  required
documentation  from the franchiser  granting the rights to operate the franchise
at the Airport.

Section 15.13 Americans with Disabilities Act (1990).  Concessionaire  agrees to
comply with the Americans  with  Disabilities  Act (1990) and any amendments and
regulations  thereto  with  regards to  Concessionaire's  operations  and Leased
Premises on the Des Moines  International  Airport. In addition,  Concessionaire
will be solely  responsible  for  fully  complying  with any and all  applicable
present and/or future rules, regulations,  restrictions,  ordinances,  statutes,
laws and/or orders of any Federal,  State and/or local Government  entity and/or
court regarding  disabled access to improvements on the leasehold  including any
services,  programs,  or activities  provided by Concessionaire.  Concessionaire
will be solely  responsible  for any and all damages caused by and/or  penalties
levied as the result of its non-compliance.

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<PAGE>




Section 15.14 Force  Majeure.  Neither party hereto shall be liable to the other
for any failure,  delay or  interruption in the performance of any of the terms,
covenants or  conditions  of this  Agreement due to causes beyond the control of
that party including,  without limitation,  strikes,  boycotts,  labor disputes,
embargoes,  shortage of material,  acts of God, acts of the public enemy, action
superior governmental authority,  weather conditions,  floods, riots, rebellion,
sabotage or any other  circumstance  for which such party is not  responsible or
which is not in its power to control.

Section  15.15  Agreement  Construction.  Words  and  phrases  herein  shall  be
construed as in the singular or plural  number,  and a masculine,  feminine,  or
neuter sender, according to the context.

Section  15.16 Entire  Agreement.  This  Agreement,  together  with all exhibits
attached hereto,  constitutes the entire  Agreement  between the parties hereto,
and all other representations or statements heretofore made, verbal, or written,
are  merged  herein,  and this  Agreement  may be amended  only in  writing  and
executed   by  duly   authorized   representatives   of  the   parties   hereto.
Concessionaire  acknowledges that this Agreement  supersedes and cancels any and
all previous agreements on this matter between Concessionaire and City.

Section 15.17 Copartnership  Disclaimer.  It is mutually understood that nothing
in this  Agreement  is intended or shall be  construed as in any way creating or
establishing  the relationship of copartners  between the parties hereto,  or as
constituting  Concessionaire  as an  agent  or  representative  of City  for any
purpose or in any manner whatsoever.

Section 15.18  Development  and Protection of Airport.  City hereby reserves the
following rights for the Airport.

          A. Airport Development.  City reserves the right to further develop or
          improve the Airport as it sees fit,  regardless of the desires or view
          of Concessionaire, and without interference or hindrance.

         B.  Airspace.  City  hereby  reserves  for the use and  benefit  of the
         public, the right of aircraft to fly in the airspace overlying the land
         herein  leased,  together with the right of said aircraft to cause such
         noise as may be  inherent  in the  operation  of  aircraft  landing at,
         taking off from,  or in the vicinity of the  Airport,  and the right to
         pursue the  operations  of same.  City  reserves  the right to take any
         action it considers  necessary to protect the aerial  approaches of the
         Airport  against  obstructions,  together  with the  right  to  prevent
         Concessionaire from erecting or permitting to be erected,  any building
         or other  structure on any Leased  Premises,  which,  in the opinion of
         City, would limit the usefulness of the Airport, or constitute a hazard
         to aircraft.

Section 15.19  Amendments.  All amendments to this Agreement shall be in writing
and duly executed by all parties.


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<PAGE>



Section 15.20 License And Permits.  Concessionaire  shall take or obtain and pay
for all  licenses  and/or  permits as required by Federal,  State,  or Local law
and/or necessary conduct of its operations under this Agreement.

Section  15.21 Taxes and  Assessments.  Prior to the  commencement  date of this
Agreement,  the  Leased  Premises  are  tax  exempt.   Concessionaire  shall  be
responsible  for  payment of any and all real  estate  taxes,  assessments,  and
charges  levied  against  the  Leased  Premises  or  any  part  thereof  or  any
improvements,  on account of  Concessionaire's  use of the Leased Premises under
this Agreement, and upon any taxable interest of Concessionaire acquired in this
Agreement.  Concessionaire  shall also be responsible for payment of any and all
personal  property  taxes levied against any personal  property  placed upon the
Leased  Premises  by  Concessionaire.  Concessionaire  shall pay all such taxes,
assessments and charges as the same become due and payable. Concessionaire shall
deliver  to  City  duplicate   receipted  tax  statements  showing  such  taxes,
assessments and charges as having been paid prior to delinquency.  Taxes for the
fiscal year in which this  Agreement  is  terminated  shall be paid to City upon
such  termination in a prorated amount equal to one-twelfth  (1/12) of the taxes
due and payable for the preceding fiscal year multiplied by the number of months
in the fiscal year of such termination  which elapsed prior to and including the
month of such termination.

Section  15.22 War or  National  Emergency.  During the time of war or  national
emergency,  City  shall  have the  right to lease the  landing  area or any part
thereof to the United States  Government for military or naval use, and, if such
lease  is  executed,  the  provisions  of this  instrument  insofar  as they are
inconsistent  with  the  provisions  of the  lease to the  Government,  shall be
suspended.

Section  15.23  Subordination  to  Bond  Ordinance.   This  Agreement  shall  be
subordinate to the provisions of any Airport Bond Resolution enacted by City. In
the event of any conflicts  between this Agreement and the Bond Resolution,  the
Bond Resolution shall govern.

Section 15.24 Representations of Concessionaire.  Concessionaire represents that
it has the full power and proper  authority to make and execute this  agreement,
to exercise  its rights,  powers and  privileges  as  described  herein,  and to
perform its agreements and covenants set forth herein.

Section  15.25  Right  to  Amend.  In  the  event  that  the  Federal   Aviation
Administration  or its  successors  requires  modifications  or  changes in this
Agreement as a condition  precedent to the granting of funds for the improvement
of Airport, Concessionaire agrees to consent to such amendments,  modifications,
revisions,  supplements  or  deletions  or  any  of the  terms,  conditions,  or
requirements  of this  Agreement  as may be  reasonably  required to obtain such
funds;  provided,  however,  that in no event will  Concessionaire  be required,
pursuant  to this  paragraph,  to agree to an  increase  in the fees and charges
provided for herein or to a change in the use, provided it is an authorized use,
to which Concessionaire has put the concession premises.

Section 15.26 Section  Headings.  The section headings  appearing herein are for
the convenience of City and  Concessionaire,  and shall not be deemed to govern,
limit,  modify or in any  manner  affect  the  scope,  meaning  or intent of the
provisions of this Concession Agreement.

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Section 15.27 Security - General.  Concessionaire shall be responsible for fully
complying with any and all applicable present and/or future rules,  regulations,
restrictions,  ordinances.  statutes,  laws and/or orders of any federal,  state
and/or local Governmental entity regarding airfield security.

Section 15.28 Compliance with Federal Aviation  Regulation (FAR) Part 107 & Part
l39  and  Other  FARs.   Concessionaire  shall  be  responsible  to  report  any
malfunction to City of gates and doors,  that are located on the Leased Premises
or controlled by  Concessionaire.  Concessionaire  agrees to comply at all times
with  Federal  Aviation  Regulations  Part 107 and  Part  139  (and  Part 108 if
Concessionaire is an air carrier), City's policies,  regulations and ordinances,
City's Federal Aviation  Administration  approved Airport Security Program,  and
any other applicable rules and regulations.  Concessionaire  further agrees that
any fines levied upon City,  its  officers,  employees,  agents,  and members of
City's boards and commissions and employees, agents or officers of City's boards
and commissions pursuant to enforcement of Federal Aviation Regulations Part 107
and Part 139 or any other regulation due to acts or omissions by Concessionaire,
Concessionaire's  agents,  servants,  employees,   independent  contractors,  or
patrons  shall be borne by  Concessionaire.  Concessionaire  further  agrees  to
indemnify and hold harmless City, its officers,  employees,  agents, and members
of City's boards and commissions,  and employees,  agents, or officers of City's
boards  and  commissions  from any and all fines so levied  and from any and all
claims,  demands,  liabilities,  or expenses of every kind or nature  related to
such levy or defense to such levy  (including,  but not  limited  to,  salary of
attorneys  employed by City) which City or any of its  officers,  employees,  or
other  persons set out above shall or may at any time sustain or incur by reason
of or in consequence of such acts or omissions.  Further,  Concessionaire  shall
exercise  exclusive  security  responsibility  for the Leased  Premises  and, if
Concessionaire  is an air carrier,  do so pursuant to  Concessionaire's  Federal
Aviation  Administration  approved Air Carrier Standard Security Program used in
accordance with 14 CFR, Part 129.

Section 15.29 Notices.  Notices required herein shall be given by certified mail
by  depositing  the same in the United  States  mail in the  continental  United
States,  postage  prepaid.  Any such notice so mailed  shall be presumed to have
been  received  by the  addressee  96 hours  after  deposit of same in the mail.
Either party shall have the right,  by giving  written  notice to the other,  to
change  the  address at which its  notices  are to be  received.  Until any such
change is made, notices shall be delivered as follows:

         City:                      Aviation Director
                                    Department of Aviation, Room 201
                                    Des Moines International Airport\
                                    5800 Fleur Drive
                                    Des Moines, Iowa 50321-2854

                                    Telephone: 515-256-5100


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         Concessionaire:            Sayed Ali, President
                                    St. Clair Development Corporation
                                    d/b/a Creative Croissants
                                    6335 Ferris Square, Suite G
                                    San Diego, CA 92121

                                    Telephone: 619-587-7300

If notice is given in any other  manner or at any other  place,  it will also be
given at the place and in the manner specified above.

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

                                       CITY OF DES MOINES, IOWA


                                       By:
                                          Robert D. Ray, Mayor



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