CONCESSION AGREEMENT AND LEASE








                        PIEDMONT TRIAD AIRPORT AUTHORITY




                                       AND



                          CREATIVE HOST SERVICES, INC.












                                      1997


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         THIS CONCESSION  AGREEMENT AND LEASE  (hereinafter  called  "Concession
Agreement"), made and entered this the 1st day of November, 1997, by and between
the PIEDMONT TRIAD AIRPORT AUTHORITY,  a body politic and corporate (hereinafter
referred to as the "Authority"),  and CREATIVE HOST SERVICES, INC., a California
corporation (hereinafter called "Concessionaire");

                              W I T N E S S E T H:

         WHEREAS,   the   Authority   owns  and  operates  the  Piedmont   Triad
International  Airport in Guilford County, State of North Carolina  (hereinafter
referred to as the  "Airport"),  and the  Authority  maintains  at the Airport a
passenger terminal building (hereinafter referred to as the "Terminal Building")
to accommodate passengers departing from and arriving at the Airport; and

         WHEREAS, the Authority wishes to provide facilities in the public areas
of the Terminal  Building to serve food and beverages for the  accommodation  of
Airport  passengers  and the  general  public,  and,  pursuant  to a Request for
Proposals,  the Authority has solicited qualified parties to submit proposals to
construct leasehold improvements upon, and to equip and operate such facilities;
and

         WHEREAS,  the Authority has decided to accept the proposal submitted by
the   Concessionaire  in  response  to  such  Request  (such  proposal  and  the
information submitted by Concessionaire to the Authority in connection therewith
to be referred to hereinafter

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 as the "Proposal"),  and to award to the Concessionaire the right to serve food
and beverages in the public areas of the Terminal  Building subject to the terms
and conditions of this Concession Agreement;

         NOW,  THEREFORE,  in  consideration  of the foregoing and of the mutual
covenants and agreements  hereinafter  contained,  the parties hereto agree, for
themselves, their successors and assigns, as follows:

                                    ARTICLE I
                                   DEFINITIONS

         In addition to the terms defined in the introduction to this Concession
Agreement, the following terms shall have the meanings indicated below when used
in this Concession Agreement:

         1.  "Executive  Director"  shall  mean the  Executive  Director  of the
Authority  or,  if the  Authority  shall  adopt  another  title  for  its  chief
administrative  officer, then its chief administrative officer. Any authority or
discretion  granted  herein to the  Executive  Director  may be exercised by his
authorized representative.

         2. "Date of Beneficial  Occupancy"  shall mean (i) the first day of the
calendar month next following the date on which Concessionaire's Improvements to
the entire Premises are  substantially  completed under ARTICLE V hereof and the
entire Premises are ready for occupancy by Concessionaire or

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(ii) October 1, 1998,  whichever  comes first.  The  Authority  shall notify the
Concessionaire  of the  date  which  shall  constitute  the  Date of  Beneficial
Occupancy hereunder.

         3. "Landside  Premises"  shall mean the area on the enplaning  level of
the Terminal Building,  in the landside portion thereof,  containing  __________
square feet, more or less, which is colored in blue on Exhibit A hereof.

         4.  "Lease  Year"  shall mean a period of twelve  consecutive  calendar
months beginning on June 1, 1998, and on each June 1 thereafter  during the Term
hereof.

         5.  "North  Concourse  Premises"  shall mean the area on the  enplaning
level of the  Terminal  Building,  in the North  Concourse  thereof,  containing
_______ square feet, more or less, which is colored in blue on Exhibit A hereof.

         6.  "Premises"  shall mean the Landside  Premises,  the North Concourse
Premises,  the South Concourse Premises and the Storage Premises, all as defined
in this ARTICLE I.

         7.  "South  Concourse  Premises"  shall mean the area on the  enplaning
level of the  Terminal  Building,  in the South  Concourse  thereof,  containing
_______ square feet, more or less, which is colored in blue on Exhibit A hereof.
If the  Authority  constructs  the  proposed  addition  to the  South  Concourse
Premises  described in Paragraph 3 of ARTICLE V hereof,  then from and after the
substantial completion of such addition, the South Concourse Premises shall also
include the portion of such addition, as

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described in said Paragraph 3, which is to be added to the South Premises.

         8. "Storage  Premises"  shall mean the area on the service level of the
Terminal Building containing square feet, more or less, which is colored in blue
on Exhibit C hereof.

                                   ARTICLE II
                       LEASE OF PREMISES TO CONCESSIONAIRE

         The Authority hereby leases the Premises unto the  Concessionaire,  and
the Concessionaire  hereby hires and takes the Premises from the Authority,  for
the uses and subject to the terms,  conditions  and  covenants  hereinafter  set
forth.

                                   ARTICLE III
                                      TERM

         1. Initial Term. Unless sooner terminated under the other provisions of
this Concession  Agreement,  the initial Term of this Concession Agreement shall
begin on December 6, 1997 and continue to and including May 31, 2008. The period
from  December 6, 1997 to May 31, 1998 shall be referred to  hereinafter  as the
"Transitional Term," and the period from June 1, 1998 through May 31, 2008 shall
be referred to hereinafter as the "Regular Term."

         2. Extension of Term. If Concessionaire  complies with all of the terms
and  conditions  of this  Concession  Agreement  to be  kept  and  performed  by
Concessionaire for the entire length of the

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initial Term, and if the Authority desires to extend the Term of this Concession
Agreement for an additional five years, beginning on June 1, 2008 and continuing
until May 31, 2013, the Authority shall notify Concessionaire, on or before June
1, 2007, of the Authority's desire to extend the Term hereof for such period and
the  changes,  if any,  which the  Authority  proposes  to make to the terms and
conditions hereof to be applicable during such extension of the Term, including,
without limitation, such changes, if any, which the Authority desires to make in
the Minimum Annual Guarantees and percentage rents of the  Concessionaire  under
ARTICLE VI hereof.  If the  Concessionaire  agrees to extend the Term hereof for
such period as proposed by the Authority,  the  Concessionaire  shall notify the
Authority of its agreement to such extension on or before  September 1, 2007, in
which case the Term of this  Concession  Agreement  shall be  extended  for such
additional five year period, unless sooner terminated under the other provisions
hereof,  and the terms and  conditions  of this  Concession  Agreement  shall be
deemed to have been  amended,  effective  as of the  beginning of such five year
period, in the manner proposed by the Authority.

                                   ARTICLE IV
                  USE OF PREMISES AND RIGHTS OF CONCESSIONAIRE

         1. Use of the Premises. Concessionaire shall use the Landside Premises,
the  North  Concourse   Premises  and  the  South  Concourse  Premises  for  the
preparation and sale to the public of the food and beverages, both alcoholic and
non-alcoholic,

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described by  Concessionaire  in its Proposal,  for the  preparation and sale of
such other food and beverage items as shall be approved from time to time by the
Executive  Director,  for the sale of packaged  coffee and coffee mugs,  and for
storage, office and administrative functions in connection with Concessionaire's
operations hereunder.  Concessionaire shall use the Storage Premises for storage
of its inventory of food and beverages, and of equipment and supplies, which are
used by Concessionaire in providing its service hereunder.  Concessionaire shall
not use the  Premises  for any  purpose  other  than the  purposes  specifically
provided  for  herein.   Without  limiting  the  generality  of  the  foregoing,
Concessionaire  shall  not use  the  Premises  to  offer  or to sell  any of the
following products or services:  retail merchandise (except as expressly allowed
under this  ARTICLE  IV),  in-flight  catering,  telecommunication  products and
services,   display   advertising,   car  rentals  and  other  modes  of  ground
transportation  or  services  connected  therewith,  hotel  lodging or  services
connected therewith,  shoeshine, flowers, amusements and games, banks, automatic
teller machines or travel agencies.

         2. Vending Machines. In addition to its right to sell food and beverage
items within the  Premises,  as set forth in Paragraph 1 hereof,  Concessionaire
shall  also  have the  right to  operate  vending  machines  at the  approximate
locations  on the  deplaning  level of the  Terminal  Building  shown in pink on
Exhibit B hereof, for the sale of the following items only: soft

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drinks, juices, coffee, and other items approved in writing by Authority.

         3. Rights Not Exclusive.  The rights  granted herein to  Concessionaire
shall not be exclusive; provided that except as stated in Subparagraphs (A), (B)
and (C) hereof, the Authority shall notify the Concessionaire  before granting a
concession to any other party to sell food or beverages in the Terminal Building
of a type which Concessionaire is permitted to sell hereunder if such concession
would  continue for a period of thirty days or more during the Term hereof,  and
if the  sales of such food and  beverages  by such  party  within  the  Terminal
Building are reasonably expected by the Authority to exceed $25,000.00 per year.
If, within thirty days after such notice,  Concessionaire notifies the Authority
that it objects to such other  concession,  and if the  Authority  then proceeds
with the  granting  of such  concession  notwithstanding  the  objection  of the
Concessionaire,  Concessionaire shall then have the option to terminate the Term
of this  Concession  Agreement by giving  written  notice of  termination to the
Authority  within  thirty days after the date on which such other  party  begins
operations  within the  Terminal  Building  pursuant  to such  concession.  Such
termination, if elected by Concessionaire,  shall be effective ninety days after
the date of such notice of termination,  and the Authority shall,  within thirty
days of such effective date, pay to Concessionaire the undepreciated  balance of
the costs incurred by Concessionaire in making Concessionaire's Improvements and
any

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interim   refurbishment  under  ARTICLE  V  hereof,  as  finally  settled  under
Paragraphs 4 and 7 of said ARTICLE V, such balance to be  calculated  as to each
item included in such costs based on straightline depreciation over whichever of
the following is shorter: (i) the Term of this Concession Agreement, or (ii) the
useful life of such item.  For purposes of this Paragraph and Paragraphs 4 and 7
of said  ARTICLE  V, the useful  life of an item  included  in  Concessionaire's
Improvements and in such interim  refurbishment shall be deemed to be the useful
life which is assumed by  Concessionaire in calculating its rate of depreciation
for such  item on its  books of  account.  Notwithstanding  the  foregoing,  the
granting of any one or more of the following  rights by the Authority to sell or
serve  food and  beverages  within  the  Terminal  Building  shall  not  require
notification to the Concessionaire under this Paragraph 3 or create an option on
the  part of the  Concessionaire  to  terminate  the  Term  of  this  Concession
Agreement:

                  (A) The Authority may grant to third parties the right to sell
         food and beverages in areas of the Terminal Building which are not open
         to the  general  public,  to provide  in- flight  catering  or to cater
         meetings and events;

                  (B) The Authority may grant to third parties the right to sell
         types of food and beverages defined by the Authority which are not then
         being  sold by  Concessionaire  if the  Authority  first  notifies  the
         Concessionaire  of the  Authority's  desire  for such  items to be sold
         within the

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         Terminal Building and Concessionaire fails to begin offering said items
         (or a commonly  accepted  substitute)  for sale on the Premises  within
         thirty days thereafter and to continue to offer said items for sale for
         the balance of the Term hereof; and

                  (C) The  Authority  may grant the right to sell the  following
         items  to a third  party  then  having  a  concession  to  sell  retail
         merchandise in the Terminal Building:  bottled water, bottled or canned
         drinks, candy, snacks and packaged food items not to be consumed on the
         premises of such retail merchandise concessionaire.

                                    ARTICLE V
                           CONSTRUCTION AND UPFITTING
                                 OF THE PREMISES

         1. Plans and  Specifications.  Within  thirty days after the  execution
hereof,  Concessionaire  shall submit to the Authority for its approval proposed
plans and specifications  for the construction of the leasehold  improvements to
be made to the Premises,  and for the equipment,  fixtures and furnishings to be
installed  in or placed upon the  Premises  by  Concessionaire  (such  leasehold
improvements,  and said  equipment,  fixtures and  furnishings to be referred to
hereinafter as "Concessionaire's  Improvements").  Said plans and specifications
shall  conform to the  description  of the same which appears in the Proposal as
modified by the layout plan of the parties dated ________,  1997, said plans and
specifications shall call for first-class

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materials  and  construction,   and  said  plans  and  specifications  shall  be
coordinated  with  the  design  and  appearance  of the new  retail  merchandise
facilities to be constructed in the Terminal Building.  The Authority shall have
the right to require such changes, if any, in such plans and specifications,  as
the  Authority  shall deem  necessary or desirable in its  reasonable  judgment,
including,  without limitation,  changes (i) to correct errors or supply missing
information,  (ii) to comply with applicable  building codes,  health and safety
regulations or other legal requirements or (iii) to make the proposed facilities
conform  more  closely  with the  Concessionaire's  Proposal  as modified in the
manner  described   hereinabove,   or  more  suitable  for  the  services  which
Concessionaire  is obligated to provide  hereunder,  or more compatible with the
remainder of the Terminal  Building.  The  Authority  shall,  within thirty days
after  its  receipt  of  the  proposed   plans  and   specifications   from  the
Concessionaire,  notify the Concessionaire of the changes thereto, if any, which
will be required by the Authority  hereunder and Concessionaire  shall make such
changes  within  thirty  days  thereafter  and  submit  the  revised  plans  and
specifications to the Authority.

         2.  Completion  of  Facilities  in the Landside  Premises and the North
Concourse Premises.  Concessionaire shall let such contracts and take such other
action as shall be necessary to commence the construction and  implementation of
Concessionaire's  Improvements  in  the  Landside  Premises  and  in  the  North
Concourse

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Premises  on or before  January  31,  1998.  Concessionaire  shall  cause all of
Concessionaire's  Improvements in said Premises to be completed substantially in
accordance  with the  approved  plans and  specifications,  and shall cause such
Premises  to be ready for service to the public,  as  expeditiously  as possible
thereafter, but no later than __________1, 1998.

         3. Completion of Facilities in the South Concourse Premises.

                  (A) Proposed  Addition to the South  Concourse  Premises.  The
         Authority is contemplating  the construction of a proposed  addition to
         the South Concourse, adjacent to the South Concourse Premises, as shown
         on  Exhibit  A  hereof.  If such  addition  is  constructed,  a portion
         thereof,  containing  _____  square feet,  more or less,  as colored in
         green  on  Exhibit  A  hereof,  will be added  to the  South  Concourse
         Premises.  Following the execution of this  Concession  Agreement,  the
         Authority shall advertise for bids for the construction of the proposed
         addition  to the South  Concourse  Premises  pursuant  to  Article 8 of
         Chapter 143 of the General  Statutes of North  Carolina.  Within thirty
         days after the opening of such bids,  the Authority  shall elect either
         (i)  to  award  a  contract  or  contracts  to the  lowest  responsible
         bidder(s)  and proceed  with the project or (ii) to reject all bids and
         cancel the  project.  If the  Authority  elects to award a contract  or
         contracts  for the project,  the  Authority  shall  proceed  diligently
         thereafter

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         to cause such addition to be constructed, with the completed project to
         have a concrete  floor and unfinished  interior walls and ceiling,  and
         the   Authority   shall   notify   Concessionaire   to   proceed   with
         Concessionaire's  Improvements to the South Concourse Premises when the
         construction  of  the  addition  is  substantially   completed  by  the
         Authority.  If the  Authority  elects to reject all bids and cancel the
         project,  the terms and conditions of this  Concession  Agreement shall
         remain in full  force and  effect  notwithstanding  such  cancellation,
         including,  without  limitation,  the Minimum Annual  Guarantees of the
         Concessionaire  set forth in ARTICLE  VI  hereof.  In the event of such
         cancellation,  Concessionaire  shall,  within  thirty  days after being
         notified   thereof,   submit  to  the   Authority   revised  plans  and
         specifications for Concessionaire's Improvements to the South Concourse
         Premises covering only the existing  structure,  such revised plans and
         specifications  to  be  subject  to  review  and  modification  by  the
         Authority in the same manner and according to the same  procedure as is
         specified in Paragraph 1 of this ARTICLE V with respect to the original
         plans and specifications; and, upon the completion of the revised plans
         and  specifications,  the  Authority  shall  notify  Concessionaire  to
         proceed  with  Concessionaire's  Improvements  to the  South  Concourse
         Premises in accordance therewith. Irrespective of whether the Authority
         elects to proceed with the construction of the

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         addition,  the Authority shall install any overhead  ductwork which may
         be needed in the South  Concourse  Premises  to  provide  HVAC  service
         thereto,  and shall  extend  electrical,  water and sewer  lines to the
         exterior walls of the Premises with  sufficient  capacity to supply the
         utilities needed by the Concessionaire.

                  (B)  Concessionaire's  Improvements  to  the  South  Concourse
         Premises.  Within thirty days after the  Authority  gives notice to the
         Concessionaire  to proceed with  Concessionaire's  Improvements  to the
         South Concourse  Premises (whether upon completion of the addition,  or
         upon completion of revised plans and  specifications  in the absence of
         an  addition),  Concessionaire  shall let such  contracts and take such
         other action as shall be necessary  to commence  the  construction  and
         implementation  of  Concessionaire's   Improvements  within  the  South
         Concourse Premises.  Concessionaire shall cause all of Concessionaire's
         Improvements   in  the  South   Concourse   Premises  to  be  completed
         substantially in accordance with the approved plans and specifications,
         and shall cause such Premises to be ready for service to the public, as
         expeditiously  as  possible  thereafter,  but no later than ninety days
         after the notice to proceed from the Authority.

         4. Required Investment by Concessionaire.  All of Improvements shall be
made by  Concessionaire  at its own cost and expense.  Concessionaire  agrees to
spend not

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less than $1,360,000.00 for Concessionaire's  Improvements.  The following costs
which  are  incurred  by  Concessionaire  in  connection  with  Concessionaire's
Improvements  shall  be  credited  against  such  amount:  (i)  architect's  and
engineering  fees for the  preparation of the plans and  specifications  and for
construction management, (ii) payments made to contractors and suppliers for the
construction of leasehold improvements  (including any addition thereto to cover
the premiums for the  performance  and payment bonds  required  hereunder),  and
(iii) the purchase price for all equipment,  fixtures and furnishings  purchased
and  installed  by  Concessionaire  in the  Premises  pursuant  to the plans and
specifications   (other   than  office   equipment   which  is  to  be  used  by
Concessionaire solely for performing office and administrative  functions).  The
following  costs shall not be credited  against  such  amount:  (i) the purchase
price for office equipment  referred to in item (iii) above, (ii) internal costs
of the Concessionaire such as overhead,  administrative and travel expenses,  or
compensation  for its own  employees,  (iii) the price or value of any  property
previously  used by  Concessionaire,  or (iv) the premium  for  Concessionaire's
performance  and payment  bond(s)  under  Paragraph 5 of this ARTICLE IV. Within
ninety days after the Date of Beneficial Occupancy,  Concessionaire shall submit
to the Authority a statement, certified by an officer of Concessionaire,  of the
cost of each item to be credited against its obligation hereunder and the useful
life thereof,  together with such invoices and other  documentation  as shall be
required

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to substantiate the information  reported on such statement.  Such statement and
supporting  documentation shall be subject to review and audit by the Authority.
If the costs to be credited  against the  Concessionaire's  obligation  are less
than  $1,360,000.00,  Concessionaire  shall pay the  deficiency to the Authority
with the submission of such statement.

         5.  Concessionaire's  Performance and Payment Bonds. Upon the execution
of this Agreement, Concessionaire shall submit to the Authority a surety bond or
bonds issued by an insurance company acceptable to the Authority,  and in a form
satisfactory to the Authority,  in the amount of $1,360,000.00  each conditioned
upon  (i)  the  full  performance  by  the  Concessionaire  of  Concessionaire's
obligations  under the  preceding  Paragraphs  of this  ARTICLE  V, and (ii) the
payment  by  Concessionaire  of  all  sums  owed  by the  Concessionaire  to its
contractors  and suppliers in connection  with  Concessionaire's  performance of
such obligations.

         6. Transitional Premises. Beginning December 6, 1997, and ending on the
respective  dates set forth below,  Concessionaire  shall have the temporary use
and  occupancy  of the  following  transitional  premises  within  the  Terminal
Building:

                  (A)  Beginning  on  December 6, 1997 and ending on the date on
         which  Concessionaire's  Improvements  to  the  Landside  Premises  are
         substantially  completed  and such  Premises are ready for occupancy by
         Concessionaire,  but no later than July 1, 1998,  Concessionaire  shall
         have the use and

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         occupancy of an area on the enplaning  level of the Terminal  Building,
         in the  landside  portion  thereof,  containing  ______  square feet of
         space, more or less, in the general location which is colored in orange
         on Exhibit A hereof, the exact boundaries and dimensions of which to be
         determined by the Authority in its reasonable judgment;

                  (B)  Beginning  on  December 6, 1997 and ending on the date on
         which Concessionaire's Improvements in the North Concourse Premises are
         substantially  completed  and such  Premises are ready for occupancy by
         Concessionaire,  but no later than July 1, 1998,  Concessionaire  shall
         have the use and  occupancy of the area on the  enplaning  level of the
         Terminal  Building,   in  the  North  Concourse   thereof,   containing
         __________  square feet of space, more or less, which is colored in red
         on Exhibit A hereof; and

                  (C)  Beginning  on  December 6, 1997 and ending on the Date of
         Beneficial  Occupancy,  Concessionaire shall have the use and occupancy
         of the area on the  enplaning  level of the Terminal  Building,  in the
         South Concourse thereof, containing square feet of space, more or less,
         which is  colored in red on  Exhibit A hereof.  During  the  respective
         periods  that   Concessionaire  has  the  use  and  occupancy  of  said
         transitional  premises,  the  same  shall  be  regarded  as part of the
         Premises hereunder,  and  Concessionaire's  tenancy of the transitional
         premises  shall be  subject to all of the terms and  conditions  hereof
         applicable to

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         the  Premises  defined  in ARTICLE I hereof.  During  the  period  from
         December   6,  1997   through   the  Date  of   Beneficial   occupancy,
         Concessionaire  shall  use  its  best  efforts,   through  use  of  the
         transitional  premises,  to provide the service to the public  which is
         contemplated  by this  Concession  Agreement and to meet adequately the
         needs of the public for food and beverage  service  within the Terminal
         Building.

         7.  Interim  Capital   Refurbishment.   On  or  before  June  1,  2002,
Concessionaire  shall submit proposed plans and  specifications to the Authority
for the interim  refurbishment  of the Premises.  The  Authority  shall have the
right to require changes in such proposed plans and specifications upon the same
grounds  specified  in  Paragraph  1  hereof  with  respect  to  the  plans  and
specifications   for   Concessionaire's    Improvements,    and   shall   notify
Concessionaire  within thirty days after the Authority's receipt of the proposed
plans and  specifications  of the  changes,  if any,  which are required by, the
Authority.  Concessionaire  shall,  at its own  expense,  complete  the  interim
refurbishment  of the Premises,  substantially  in accordance  with the approved
plans and specifications,  as expeditiously as possible thereafter, but no later
than May 31, 2003.  Concessionaire agrees to spend not less than $250,000.00 for
the  interim  refurbishment  of the  Premises  pursuant  to  this  Paragraph  7,
including  within  such costs  only those  categories  of costs  which  would be
credited  against  Concessionaire's  obligation  under  Paragraph 4 hereof,  and
Concessionaire shall submit to the Authority, upon the completion

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of  such  interim  refurbishment,  a  statement,  certified  by  an  officer  of
Concessionaire, of the cost of each item to be credited against Concessionaire's
obligation for the interim  refurbishment and the useful life thereof,  together
with such invoices and other  documentation as shall be required to substantiate
the  information  reported on such  statement.  Such  statement  and  supporting
documents shall be subject to review and audit by the Authority. If the costs to
be credited against Concessionaire's obligation under. this Paragraph 7 are less
than $250,000.00,  Concessionaire shall pay the deficiency to the Authority with
the submission of such statement.

         8. Additional  Requirements.  In the performance of its work under this
ARTICLE  V,  both  as to  Concessionaire's  Improvements  and as to the  interim
refurbishment  of the Premises,  Concessionaire  shall comply with the following
additional requirements:

                  (A)  Concessionaire  shall  require each  contractor  employed
         directly by  Concessionaire  to provide a performance  bond and payment
         bond,  in a  form  satisfactory  to the  Authority  and  with  sureties
         acceptable  to  the  Authority,   insuring  the   performance  by  such
         contractor of its contract with  Concessionaire and the payment by such
         contractor of its employees, subcontractors and suppliers; and

                  (B)  Concessionaire  shall use its best  efforts  to  minimize
         interference  with the use of the Terminal  Building by the  Authority,
         its other tenants, and the general public.

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         9. Authority Not Responsible for Acts of Concessionaire.  The Authority
shall not incur any liability for any act or omission of Concessionaire,  or any
party  employed by  Concessionaire,  in connection  with the  preparation of the
plans  and   specifications   for,  or  the  construction  or  installation  of,
Concessionaire's  Improvements or the interim refurbishment of the Premises, nor
shall the Authority be considered in any respect to have  warranted the adequacy
of such plans and specifications or the quality of such construction.

         10.  Concessionaire Takes the Premises "As Is." Except for the proposed
addition to the South Concourse Premises (if such addition is constructed by the
Authority), Concessionaire takes the Premises without any improvement, repair or
modification  by the Authority and subject to the  following:  (i) ordinary wear
and tear  occurring  between the date hereof and the date  Concessionaire  takes
possession  of the  Premises,  (ii) the  removal  by the  current  tenant of the
Authority of any property  belonging to such tenant, and (iii any damages to the
Premises which are reasonable and expected as a result of such removal.  As part
of Concessionaire's  Improvements  hereunder,  Concessionaire  shall, at its own
cost and  expense,  dismantle  any  existing  improvements  or  property  on the
Premises  which  is not to be used  by  Concessionaire  and  remove  any  junked
materials or equipment from the Airport.

         11.  Title to Vest in  Authority.  Title to all  property  installed or
placed in the Terminal Building in connection with

                                     - 19 -

<PAGE>



Concessionaire's  Improvements,  or the interim  refurbishment  of the  Premises
under Paragraph 7 hereof,  whether real property or personal  property,  and any
replacements  thereof  or  additions  thereto,  shall  immediately  vest  in the
Authority subject to the right of Concessionaire to use the same during the Term
hereof as a tenant of the Authority pursuant to the terms and conditions of this
Concession  Agreement;  provided  that the  Authority  shall not  acquire  title
hereunder to any office equipment of the Concessionaire  which is used solely in
performing  office or  administrative  functions,  nor to any personal  property
installed or placed upon the Premises by Concessionaire  which cannot be used by
the  Authority  without   infringing  on  a  valid  trademark  or  copyright  of
Concessionaire or of a third party.

                                   ARTICLE VI
                                RENTALS AND FEES

         For the  rights,  privileges  and use of the  Premises  granted in this
Concession Agreement,  Concessionaire shall pay to the Authority the rentals and
fees set  forth  herein,  and shall  comply  with the  record-keeping  and other
obligations of the Concessionaire set forth hereinafter, as follows:

         1. Rent During  Transitional  Term. Within twenty days after the end of
each calendar month during the  Transitional  Term,  beginning with the month of
December,  1997,  Concessionaire  shall  provide  the  Authority  with a written
accounting  of its  Gross  Revenues  for such  month in the  same  manner  as is
required in Paragraph 4 of this ARTICLE VI for each month of the Regular

                                     - 20 -

<PAGE>



Term, and Concessionaire  shall pay to the Authority Percentage Rents thereon at
the same rates as are in effect for each Lease Year under  Subparagraph  2(B) of
this ARTICLE VI.  Concessionaire shall also, within ninety days after the end of
the  Transitional  Term,  submit to the Authority a statement of its total Gross
Revenues  for the  Transitional  Term in the same manner as is required for each
Lease Year under  Paragraph 5 of this ARTICLE VI, with any excess amount paid or
owed by Concessionaire to be discharged as provided in said Paragraph 5. For all
such purposes,  the Minimum Annual Guarantee for the Transitional  Term shall be
deemed to be zero.

         2. Rent  During  Regular  Term.  For each Lease Year during the Regular
Term,  Concessionaire  shall pay the  Authority  the  greater of (i) the Minimum
Annual  Guarantee  for such  Lease  Year  under  Subparagraph  (A)  below (to be
referred to herein as the "Minimum Annual Guarantee"),  or (ii) the share of the
Concessionaire's   Gross   Revenues  for  such  Lease  Year   calculated   under
Subparagraph  (B) below  (such  share of such Gross  Revenues  to be referred to
herein as "Percentage Rents"):

                  (A) The Minimum  Annual  Guarantee of the  Concessionaire  for
         each respective Lease Year shall be as follows:

                           (i) For the first Lease Year, beginning June 1, 1998,
                  the Minimum Annual Guarantee shall be $13,291.67 multiplied by
                  the  number of months in such  Lease  Year  before the Date of
                  Beneficial Occupancy, plus $24,166.67 multiplied by the number
                  of months in

                                                      - 21 -

<PAGE>



                  such Lease Year  beginning on or after the Date of  Beneficial
                  Occupancy.

                           (ii)    For the second Lease Year, the Minimum Annual
                  Guarantee shall be $300,000.00; and

                           (iii) For the third and each  succeeding  Lease Year,
                  the Minimum Annual Guarantee shall be
                  $310,000.00.

                  (B) The Percentage Rents of Concessionaire for each Lease Year
         shall be the sum of the following:

                          (i)      11% of the Gross Revenues of Concessionaire
                  for such Lease Year derived from Vending Machine sales;

                           (ii) 19.5% of the Gross  Revenues  of  Concessionaire
                  for  such  Lease  Year  derived  from  the  sale of  alcoholic
                  beverages; and

                           (iii)   14.5%  of  all  other   Gross   Revenues   of
                  Concessionaire for such Lease Year.

         3.  Monthly  Payments  of Rent.  On or before the first day of each and
every month  during the Regular  Term  hereof,  Concessionaire  shall pay to the
Authority a monthly  installment  of its Minimum  Annual  Guarantee for the then
current Lease Year, in advance and without demand, in the following amounts:

                  (A) For the month of June,  1998,  and for each calendar month
         thereafter  prior  to the  Date  of  Beneficial  Occupancy,  the sum of
         $13,291.67.

                                     - 22 -

<PAGE>



                  (B)  For  the  month  beginning  on  the  Date  of  Beneficial
         Occupancy, and or each calendar month thereafter during the first Lease
         Year, the sum of $ 24,166.67; and

                  (C) For each  calendar  month  after  the  first  Lease  Year,
         one-twelfth  (1/12th)  of the  Minimum  Annual  Guarantee  for the then
         current Lease Year.

         4. Monthly Payments of Percentage  Rents.  Within twenty days after the
end of each calendar month during the Term hereof,  Concessionaire shall provide
the Authority with an accounting of its Gross Revenues for such calendar  month.
Such accounting shall be submitted on a form approved by the Authority and shall
include  sufficient detail to show separately the revenues of Concessionaire for
each category of revenue identified in Subparagraph 2(B) hereinabove and to show
separately the revenues of Concessionaire from each of its facilities within the
Terminal Building. Upon the submission of such accounting,  Concessionaire shall
pay the Authority the amount, if any, by which (i)  Concessionaire's  Percentage
Rents for such calendar month as calculated under said  Subparagraph 2(B) hereof
exceed (ii) the monthly  installment of the Minimum Annual  Guarantee to be paid
by Concessionaire under Paragraph 3 hereof.

         5.  Annual  Reconciliation.  Within  ninety  days after the end of each
Lease Year,  Concessionaire  shall prepare and submit to the Authority a written
accounting  of its total Gross  Revenues  for such Lease Year.  Such  accounting
shall be prepared in accordance with generally accepted  accounting  principles,
shall

                                     - 23 -

<PAGE>



be in such detail and on such forms as-may be acceptable to the  Authority,  and
shall be certified to be correct by Concessionaire's  chief financial officer or
by an independent  Certified  Public  Accountant.  If the total rents previously
paid by Concessionaire for such Lease Year exceed the greater of (i) the Minimum
Annual  Guarantee for such Lease Year,  or (ii) the amount of  Percentage  Rents
calculated under Subparagraph 2(B) hereof for such Lease Year, such excess shall
be credited by the Authority to any  obligation of the  Concessionaire  which is
then  due  or  coming  due,  or if  the  Term  hereof  has  expired  and  all of
Concessionaire's  obligations  to the Authority have been satisfied in full, the
Authority shall pay such excess to Concessionaire. If the total rents previously
paid by Concessionaire  for such Lease Year are less than the greater of (i) the
Minimum  Annual  Guarantee for such Lease Year, or (ii) the amount of Percentage
Rents   calculated  under   Subparagraph   2(B)  hereof  for  such  Lease  Year,
Concessionaire will remit the deficiency to the Authority with such accounting.

         6.  Definition  of  "Gross  Revenues".   As  used  in  this  Concession
Agreement,  the term "Gross  Revenues" shall mean all amounts,  of every kind or
nature,  charged  or  received  by  Concessionaire  for  business  conducted  by
Concessionaire  at  the  Airport,   or  in  connection  with  the  operation  of
Concessionaire's rights or privileges hereunder,  without deduction or exclusion
except as  specifically  provided for in this  Paragraph  6,  without  regard to
whether the applicable transactions are for cash,

                                     - 24 -

<PAGE>



credit, exchange or otherwise,  and without regard to whether amounts charged by
Concessionaire  are  actually  collected.  Non- cash  consideration  received by
Concessionaire shall be included in Gross Revenues at its cash value. Without in
any manner limiting the generality of the foregoing,  the term "Gross  Revenues"
shall  include  the gross  amounts  charged by  Concessionaire  for all food and
beverages and for any other items sold by Concessionaire at the Airport, and for
all services provided by Concessionaire at the Airport, together with the amount
of all orders  taken or  received  by  Concessionaire  at the Airport and filled
elsewhere.  If  any  part  of  Concessionaire's  business  shall  be  sublet  by
Concessionaire or conducted by any party other than Concessionaire,  there shall
be  included  in  Concessionaire's  Gross  Revenues  hereunder  all of the Gross
Revenues  of such party in the same  manner and with the same  effect as if such
business had been conducted by Concessionaire  itself.  Each charge or sale upon
installment  or credit  shall be treated as a receipt  for the full price in the
month in which such charge or sale is made,  irrespective  of the time when,  or
whether,   Concessionaire  shall  receive  payment  therefor.  The  term  "Gross
Revenues" shall not include:

                  (A) the amount of  receipts  from the sale of or the  trade-in
         value of any  furniture  or fixtures  used on any of the  Premises  and
         owned by Concessionaire or any sublessee of Concessionaire;

                                     - 25 -

<PAGE>



                  (B) the amount of any federal,  state or local excise or sales
         taxes levied upon the sales of the  Concessionaire  or any sublessee of
         Concessionaire and collected from the purchaser as a separate item;

                  (C) the value of any goods,  wares,  merchandise,  or services
         given by Concessionaire,  or any sublessee of  Concessionaire,  without
         charge, but not in exchange, to any other person or party;

                  (D)  receipts  with respect to any sale made at the Airport by
         the  Concessionaire  or any  sublessee of  Concessionaire  in which the
         goods sold are thereafter  returned by the purchaser and such return is
         accepted,  to the extent of any refund  actually  granted or adjustment
         actually  made by  Concessionaire  or any  sublessee of  Concessionaire
         either in the form of cash or credit; or

                  (E) the amount of any tip or other  gratuity  given by patrons
         or  customers  to  employees  of  Concessionaire  or any  sublessee  of
         Concessionaire.

                  Nothing in this  Paragraph 6 shall be  construed to permit any
assignment or subletting by Concessionaire  except in accordance with ARTICLE XI
hereof.

         7. Record Keeping.  At each of  Concessionaire's  facilities within the
Premises,  Concessionaire  shall  install and use  thereon  all cash  registers,
invoicing  machines,  and other automatic  accounting  equipment,  and all sales
slips, receipts and other documentation,  as are necessary or required to record
properly

                                     - 26 -

<PAGE>



and accurately the Gross Revenues of Concessionaire.  Concessionaire  shall keep
and  maintain  for a period of three years after the end of each Lease Year (or,
in the case of the Transitional  Term, for a period of three years following the
end of the Transitional  Term), in accordance with generally accepted accounting
principles,  all  records  of  its  Gross  Revenues  for  such  Lease  Year  (or
Transitional  Term),  whether in written or computer  form,  including,  without
limitation,  its  general  ledger,  sales  and cash  receipts,  journals,  daily
business reports, cash register and computer terminal tapes, bank deposit slips,
credit/debit  card fee  statements,  tax  reports  filed with state and  federal
agencies and contractual agreements with other Airport tenants.  During the Term
hereof,  Concessionaire  shall keep such records on the  Premises,  and all such
records, and the data recording equipment of the Concessionaire shall be subject
to inspection at all reasonable hours by the Authority.

         8. Auditing.  In addition to its right of inspection  under Paragraph 7
hereof,  the  Authority  or  its  representative  shall  have  the  right,  upon
seventy-two  hours  prior  notice,  at any time and from time to time during the
Term  hereof  or  within  three  years  thereafter,  to  audit  the  records  of
Concessionaire relating to its Gross Revenues, and Concessionaire, upon request,
shall make all such  records  available  for  examination  at the offices of the
Authority.  If delay or additional  costs are incurred in  connection  with such
audit which are caused by  Concessionaire,  Concessionaire  shall be responsible
for such additional costs.

                                     - 27 -

<PAGE>



At the request of the  Concessionaire,  the Authority or its  representative may
conduct  the  audit at a  location  other  than the  offices  of the  Authority,
provided Concessionaire shall reimburse to the Authority all additional expenses
which are  incurred by the  Authority  for  conducting  such audit away from its
offices,  including, but not limited to, travel expenses, travel time, and other
related  expenses.  If,  as a  result  of  an  audit,  it  is  established  that
Concessionaire or any  subconcessionaire  has understated Gross Revenues for the
period covered by the audit by five percent (596) or more, the entire expense of
said audit shall be borne by Concessionaire. Any additional Percentage Rents due
as a result of such  audit  shall  forthwith  be paid by  Concessionaire  to the
Authority  with  interest  thereon,  from  the end of the  month  in  which  the
discrepancy  occurred until payment is made, at a rate of eighteen percent (18%)
per annum or the then maximum  lawful rate of interest  per annum,  whichever is
less.

         9. Medium of Payment.  All payments  hereunder  shall be made in lawful
money of the United States.

         10.  Delinquencies.  In the event  Concessionaire  is delinquent  for a
period  of  thirty  days or more in paying  to the  Authority  any sums  payable
pursuant  to this  Concession  Agreement,  the  Authority  shall be  entitled to
collect from Concessionaire interest thereon, from the date such sum was due and
payable  until paid,  at the rate of eighteen  percent (18%) per annum or at the
then maximum lawful rate of interest per annum, whichever is

                                     - 28 -

<PAGE>



less,  plus the  reasonable  attorney's  fees  incurred by the  Authority in the
collection of such  delinquency.  Receipt of such interest or attorney's fees by
the  Authority  shall not bar the exercise of any other remedy  available to the
Authority on account of such delinquency.

         11.   Security.   As  security  for  the  payment  or   performance  by
Concessionaire of its obligations hereunder,  Concessionaire will provide to the
Authority,  upon the execution  hereof, a nondocumentary,  irrevocable  notation
Letter of Credit issued by a bank  acceptable to the Authority,  in a form which
is acceptable to the  Authority,  in the amount of  $155,000.00.  Said Letter of
Credit shall remain in force throughout the Term hereof and thereafter until all
the  obligations of  Concessionaire  to the Authority have been paid in full. In
addition to any other remedies the Authority may have, the Authority may, at its
option,  draw on said  Letter of Credit  for the  payment  of any  amount  which
Concessionaire  is  obligated  to pay to the  Authority  under  this  Concession
Agreement,  or to satisfy any other obligation of the Concessionaire  hereunder,
which has not been paid or  performed by  Concessionaire  when due. In the event
the  Authority  shall  draw on  said  Letter  of  Credit,  Concessionaire  shall
immediately restore such Letter of Credit to the full amount required hereunder.

                                     - 29 -

<PAGE>



                                   ARTICLE VII
                          OBLIGATIONS OF CONCESSIONAIRE

         In addition to its covenants and agreements set forth elsewhere in this
Concession  Agreement,  Concessionaire  shall perform the following  obligations
during the Term hereof:

         1.  Furnishing  and  Equipping the  Premises.  Concessionaire  shall be
solely responsible for designing,  furnishing,  installing, and maintaining,  at
its own cost and expense, all furnishings,  fixtures, and equipment necessary to
equip the Premises and operate the same for the purposes hereinbefore set forth,
and in the manner and at the standards contemplated hereunder.  Such furnishings
and fixtures shall be of high quality,  safe,  fire-resistant,  modern in design
and attractive in appearance. Any and all furnishings,  fixtures, and equipment,
and any replacements installed or placed by Concessionaire on the Premises shall
be subject to the prior approval of the Executive Director.

         2.       Standards of Operation.

                  (A)  Concessionaire  shall operate in a first-class manner all
         of  the  businesses   operated  by  Concessionaire   pursuant  to  this
         Concession  Agreement,  and shall keep the Premises and all other areas
         in which  Concessionaire  operates  hereunder in a safe,  neat,  clean,
         orderly, and inviting condition at all times,  reasonably  satisfactory
         to the Executive Director.

                                     - 30 -

<PAGE>



                  (B)  Concessionaire  shall  offer a wide  variety  of food and
         beverages  (both  alcoholic and  non-alcoholic)  sufficient to meet the
         demand of the  traveling  public and other  persons  using the Airport.
         Concessionaire  will,  at the request of the  Executive  Director,  add
         items to its menus if the Executive Director reasonably determines that
         such items are useful or  desirable to the  traveling  public or others
         using the Airport. Concessionaire will, at the beginning of the Regular
         Term    hereof,    serve    the    following    brand-name    products:
         ____________________________.   Concessionaire  shall  not  voluntarily
         delete any food and beverages which it is serving under a brand name of
         one of its suppliers, or add any food or beverages under brand name not
         previously  approved  by the  Executive  Director,  without the written
         consent  of  the  Executive  Director,  which  shall  not  be  withheld
         unreasonably.

                  (C)  Concessionaire  shall at all times maintain a standard of
         quality and  quantity  with respect to the food and  beverages  sold by
         Concessionaire at the Airport at least as high as the standard for like
         food and  beverages  sold or offered  for sale at  restaurants  serving
         comparable  food and  beverages  within  a  twenty-mile  radius  of the
         Airport.  The quality and  quantity of all food and  beverages  sold by
         Concessionaire  shall  be  subject  to the  approval  of the  Executive
         Reasonable Director.  Concessionaire shall maintain a sanitation rating
         of "Grade All for each of its

                                     - 31 -

<PAGE>



         food-serving  facilities based on the sanitation  ratings which are now
         given, from time to time, to restaurants under the laws of the State of
         North Carolina.

                  (D)  Concessionaire's  service shall be prompt and  efficient,
         and  Concessionaire  shall at all  times  have a  sufficient  number of
         employees on hand,  and adequate  facilities,  to provide such service.
         Concessionaire's  employees  shall he clean and  courteous  and neat in
         appearance. Concessionaire shall not permit any of its employees at the
         Airport to use foul or profane language, or act in a loud or boisterous
         or otherwise improper manner.

                  (E)  Concessionaire  will accept at least the following credit
         cards in payment for its sales and service hereunder:
         VISA, MasterCard, and American Express.

                  (F) All food  and  beverages  kept for sale by  Concessionaire
         hereunder shall be subject to inspection by the Executive Director.

         3. Hours of Operation.  Concessionaire's  facilities  shall be open for
service to the public in each of the respective  Premises hereunder seven days a
week during the hours of operation  specified  for such Premises on the schedule
attached  hereto as Exhibit D. The  Executive  Director may make such changes in
such schedule,  from time to time, which he reasonably  believes to be necessary
to adjust to changing  demand or changing flight  schedules  within the Airport.
Concessionaire may likewise make changes in such schedule for such-purposes with
the consent

                                     - 32 -

<PAGE>



of the Executive Director, which shall not be withheld unreasonably.

         4. Prices.  The prices charged by Concessionaire for food and beverages
sold  hereunder  shall not exceed the average  prices  charged for like food and
beverages by  establishments  within a twenty-mile  radius of the Airport.  Such
average  prices shall be determined by the Executive  Director in his reasonable
judgment based on prices for  comparable  food and beverages from at least three
establishments within such radius. Comparisons shall be made on the basis of the
total price for a representative selection of items, as chosen by the Authority,
rather than on an  item-by-item  basis.  If the  Authority  determines  that the
prices  charged by  Concessionaire  exceed such average  prices,  Concessionaire
shall make such reasonable  adjustments to its prices as the Executive  Director
shall demand for purposes of compliance with this Paragraph. Prices for all food
and  beverages  sold  hereunder   shall  be   conspicuously   displayed  by  the
Concessionaire.

         5.   Solicitation.   Solicitation   of   business  at  the  Airport  by
Concessionaire shall be confined to signs,  placards,  and advertising displays,
all of which shall be subject to the approval of the Executive Director prior to
installation or placement and at all times  thereafter.  This requirement  shall
not apply to small signs, placards, and other similar items which would normally
be placed within the Premises or affixed to

                                     - 33 -

<PAGE>



tables, counters, bars, and the like, if they refer to items offered for sale by
Concessionaire.

         6.  Manager.  Subject  to  the  approval  of  the  Executive  Director,
Concessionaire   shall  select  and  appoint  a  Manager  for   Concessionaire's
operations at the Airport. Such person must be an outstanding,  highly qualified
and  experienced  manager or supervisor of comparable  operations,  and shall be
vested by Concessionaire  with full power and authority to accept service of all
notices provided for herein and to oversee operation of the concession  business
herein  authorized,  including  the quality and prices of the food and beverages
sold by Concessionaire  hereunder,  and the appearance,  conduct and demeanor of
Concessionaire's  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  absence,  a
responsible subordinate shall be in charge and available.  The Manager appointed
by  Concessionaire  shall  devote  his or her  full  time and  attention  to the
performance  of his or her duties  hereunder and shall not be assigned any other
duties or responsibilities by Concessionaire.

         7.  Expenses.  Except as provided in ARTICLE IX hereof,  Concessionaire
will be responsible  for the payment of all expenses in connection  with the use
of the Premises and the rights and privileges granted herein,  including without
limitation by reason of enumeration, the cost of installing and

                                     - 34 -

<PAGE>



maintaining all utilities lines necessary for  distribution of utilities  within
the Premises, the cost of all gas, electricity,  and other utilities consumed in
its  operations  hereunder  and  all  taxes,  permit  fees,  license  fees,  and
assessments  lawfully  levied or assessed upon its property at any time situated
upon the  Airport,  and it will  secure all permits and  licenses  required  for
construction of  improvements  or the operation of its business.  If the cost of
the gas service for  Concessionaire's  operations is charged to the Authority by
the utility company,  Concessionaire shall reimburse such costs to the Authority
within five days after receiving an invoice therefor.

         8.  Maintenance  and  Repair  of  Premises.   Concessionaire  shall  be
responsible  for  maintaining  the  Premises,  throughout  the Term hereof,  and
delivering  the same to the  Authority  at the  termination  of this  Concession
Agreement, in good condition and repair,  reasonable wear and tear excepted, and
damage which the Authority is obligated to repair under ARTICLE XIII hereof also
excepted.  Without  limiting the generality of this  obligation,  Concessionaire
will, at its own expense, be responsible as follows:

                  (A)  Concessionaire  shall repair and maintain all  equipment,
         furniture,  furnishings  and  installations  which are used  within the
         Premises.  Concessionaire shall be responsible, at its own expense, for
         the  maintenance  and  repair  of  all  lighting  fixtures  within  the
         Premises,

                                     - 35 -

<PAGE>



         including  the  replacement  of  incandescent  and  fluorescent  lamps,
         starters, ballasts and other similar appurtenances.

                  (B)  Cleaning  and   maintenance  of  the  Premises  shall  be
         conducted at a level  consistent  with that  conducted and performed by
         the Authority in comparable space and in accordance with all applicable
         health and sanitation laws and regulations.

                  (C) Equipment storage and maintenance areas shall at all times
         be kept and maintained in a clean, orderly and sanitary condition, free
         of  debris  and oil  spills.  Flammable  materials  must be  stored  in
         containers and in locations which are approved by the Authority.  Spare
         equipment not used in regular daily operations shall be stored in areas
         designated  by the  Authority  and  separately  leased for such storage
         purposes.

                  (D)   Concessionaire   shall   provide   complete  and  proper
         arrangements  for handling and disposal off the Airport of all garbage,
         trash,   unused   equipment,    and   other   refuse   resulting   from
         Concessionaire's  operations on the Airport;  and Concessionaire  shall
         provide and use suitable  receptacles,  in  sufficient  number,  on the
         Premises  and other areas used by  Concessionaire,  for the disposal of
         the  same.  Upon  payment  by  Concessionaire  of such  charges  as the
         Authority may assess therefor,  Concessionaire  shall have the right to
         use the trash  compactor of the Authority  located on the service level
         of the Terminal Building for disposal of

                                     - 36 -

<PAGE>



         its refuse. Piling of boxes, cartons, barrels or other similar items in
         an unsafe or unsightly manner is forbidden.

                  (E)  Concessionaire  shall be  responsible  for the repair and
         maintenance of all plumbing which serves the Premises,  including water
         lines  from the point of  connection  with the  Authority's  main water
         line,  and drains and waste lines to the point of  connection  with the
         Authority's  main sewer line,  whether such lines and such  connections
         are within or  outside  the  Premises.  All  drains  shall be  properly
         installed  and  sealed to prevent  leakage,  and  Concessionaire  shall
         install  catch  pans  underneath  all  drains  and  waste  lines  where
         necessary to prevent  leakage.  Concessionaire  is responsible  for all
         material that is deposited in the plumbing system from the Premises and
         for cleaning the grease traps within the Premises. Concessionaire shall
         not deposit any drain  cleaner or other  chemical  substances  into the
         plumbing  system  which  have  not  been  approved  in  advance  by the
         Executive  Director.  Concessionaire  shall  reimburse to the Authority
         upon  demand  all costs of  repairing  any  damage  to the  Authority's
         plumbing or other property of the Authority resulting from a failure by
         Lessee to maintain the plumbing  system  serving the Premises,  or from
         any  failure  by  Concessionaire  to keep such  plumbing  system or the
         floors  within the  Premises  in a  watertight  condition,  or from any
         liquid, grease or other debris which has been deposited in

                                     - 37 -

<PAGE>



         such plumbing system that results in stoppage or other damage.

                  (F) Concessionaire will at all times keep the Premises free of
         insects, rodents, and other pests.

                  If Concessionaire  fails to perform its obligations under this
Paragraph 8, the Authority may enter the Premises  (without such entering  being
regarded as a termination of this Concession  Agreement or an interference  with
the  possession  of the  Premises  by  the  Concessionaire)  and  do all  things
necessary to restore said Premises to the condition  required by this Concession
Agreement,  charging the cost and expense to Concessionaire,  and Concessionaire
shall pay to the  Authority  all such  costs and  expenses  in  addition  to the
rentals,  fees,  and charges  herein  provided.  Notwithstanding  the  foregoing
provisions of this Paragraph 8, the obligation of Concessionaire to maintain and
repair the  Premises  shall not extend to the  repair of any  structural  damage
thereto not caused by the willful act or by the negligence of Concessionaire, or
of its agents, employees, licensees, invitees, or customers.

         9. Alterations.  Concessionaire shall make no alterations or changes in
the Premises  without  having first  received the prior written  approval of the
Executive  Director.  In the event the  proposed  alterations  or changes are so
approved,   they  shall  be  made  solely  at  Concessionaire's   expense,   and
Concessionaire shall not be reimbursed at any time by the Authority for the cost
of such work.

                                     - 38 -

<PAGE>



         10.  Avoidance of Liens.  In the  performance of the work to be done by
Concessionaire under ARTICLE V hereof, and in the performance of any alterations
made by Concessionaire under Paragraph 9 hereinabove,  Concessionaire shall keep
the  Premises  and all other  property  of the  Authority  free and clear of any
mechanic's or  materialmen's  liens of  Concessionaire's  contractor or material
suppliers, and Concessionaire shall indemnify the Authority and hold it harmless
against any such liens or any claims of lien of Concessionaire's  contractors or
material suppliers.

         11. Cooperation with Concessionaire's Successor. Upon the expiration or
earlier  termination  of  the  Term  hereof,   Concessionaire   shall  cooperate
reasonably  with the party or parties  selected by the  Authority to operate the
food and beverage concessions at the Airport so as to cause the least disruption
of  service  to  the  public   resulting   from  the   transition   to  the  new
concessionaire(s).

                                  ARTICLE VIII
                             RIGHTS OF THE AUTHORITY

         The  Authority  retains  for  itself  any and all rights and powers not
expressly granted to Concessionaire; however, without limiting the generality of
the foregoing, the Authority shall have the following specific rights:

         1. Rights of Entry and Inspection and Other Rights. The Authority shall
have the  right  to enter  the  Premises  for the  purpose  of  inspecting  such
Premises, to check on Concessionaire's

                                     - 39 -

<PAGE>



compliance with health and safety  regulations and with the terms and conditions
of this  Concession  Agreement,  and to do any and all things with  reference to
said Premises  which the Authority is obligated or authorized to do as set forth
herein.  The  Authority,   through  its  employees,   agents,   representatives,
contractors, and furnishers of utilities and other services shall have the right
for its own benefit,  for the benefit of  Concessionaire,  or for the benefit of
other tenants at the Airport,  to maintain upon the Premises existing and future
utility,  mechanical,  electric and other systems and services and to enter upon
the  Premises at all  reasonable  times to make such  repairs,  replacements  or
alterations  to such systems or services as the Authority may deem  necessary or
advisable,  and,  from time to time,  to construct or install over, in or under,
the Premises,  new systems or parts thereof,  and to use the Premises for access
to other parts of the Airport otherwise not conveniently  accessible;  provided,
however, that the exercise of such rights shall not unreasonably  interfere with
the  use and  occupancy  of the  Premises  by  Concessionaire,  and  that  every
reasonable  effort  shall  be made to  restore  the  Premises  to the  condition
existing  prior to the  exercise of such  rights.  Except in an  emergency,  any
maintenance  work in, on, under or over the Premises shall be  coordinated  with
Concessionaire's local manager prior to being initiated.  The exercise of any or
all of  such  rights  by the  Authority,  or  others  acting  in  behalf  of the
Authority, shall not be construed to be an eviction of the Concessionaire.

                                     - 40 -

<PAGE>



         2. Right of Oversight by Executive  Director.  The  Executive  Director
shall have the right at all times to raise  objections  to the  condition of the
Premises,  to the  quality  of the  food  and  beverages  offered  for  sale  by
Concessionaire,   or  to  the   character   of  the  service   rendered  by  the
Concessionaire,  and the Executive  Director may require the  Concessionaire  to
make  such  changes,  to  meet  his  objections,  as are  reasonable  under  the
circumstances  and  consistent  with the  standards  and  requirements  provided
herein.

         3. Right to Suspend or Terminate Concession Agreement  Provisions.  Any
rights,  privileges, or interests acquired by the Concessionaire under the terms
of this  Concession  Agreement  may,  at the option of the  Authority  following
written  notice of thirty days, be suspended or finally  terminated  without any
liability on the part of the  Authority,  if such  suspension or  termination is
found by the Authority,  acting in good faith, to be necessary to secure federal
financial aid for the  development  and  improvement of the Airport,  and if the
Federal  Aviation  Administration  demands such action by the Authority for such
purpose;  provided that, if the right of the Concessionaire to operate hereunder
is not terminated in its entirety,  an equitable adjustment shall be made in the
Minimum Annual Guarantee to be paid thereafter by  Concessionaire  under ARTICLE
VI hereof.

         4. Right to Restrict Access Beyond Security Checkpoints.  The Authority
retains  the  right to  restrict  access  to areas on the  airside  of  security
checkpoints to persons permitted by the

                                     - 41 -

<PAGE>



Authority,  such as ticketed  passengers and employees of the airlines operating
at the Airport. The Authority may also restrict public access within portions of
the  Terminal  Building if such  restrictions  are  reasonably  necessary  while
improvements  or alterations  are being made to the Terminal  Building.  No such
restrictions  authorized in this Paragraph 4 shall entitle Concessionaire to any
abatement of its Minimum Annual Guarantee or Percentage Rents.

         5. Rights during National  Emergency.  The Authority expressly reserves
the right,  during times of National  Emergency declared by the President of the
United  States,  to lease the Airport or any part  thereof to the United  States
Government if said Airport  facilities are required for United States Government
use. In the event such a lease is executed,  the rights and  privileges  of this
Concession  Agreement,  insofar  as they are  inconsistent  with the  rights and
privileges of the lease with the United States Government,  shall be temporarily
suspended  and  Concessionaire's   Minimum  Annual  Guarantee  shall  be  abated
appropriately.

         6. Rights to Future  Airport  Development.  The Authority  reserves the
right to develop  further or to improve or to redesign or to remodel the Airport
or the Terminal  Building as the Authority sees fit regardless of the desires or
views  of  the   Concessionaire   and  without   interference  or  hindrance  by
Concessionaire.  If feasible,  any work to be performed in the Terminal Building
in connection with any such future development

                                     - 42 -

<PAGE>



will be done in a manner which will cause Concessionaire as little inconvenience
as practicable.

                                   ARTICLE IX
                           FACILITIES TO BE FURNISHED
                                BY THE AUTHORITY

         The  Authority  shall  furnish,  at  its  own  expense,  heat  and  air
conditioning for the Premises,  and water in such volume as Concessionaire shall
reasonably   require,   with  hot  water  to  be  supplied  in  such  volume  as
Concessionaire  shall  reasonably  require at a temperature of not less than 120
degrees  Fahrenheit.  The  Authority  shall not be required to furnish any other
services or utilities,  including, but not limited to, gas, electrical power, or
telephone service,  replacement of lamps, or janitorial services.  The Authority
shall also, at its own expense,  be responsible  for all structural  maintenance
and  structural  repairs to the  Premises,  except for  maintenance  and repairs
necessitated by the willful act or by the negligence of the  Concessionaire,  or
of its agents, employees, invitees, licensees or customers.

                                    ARTICLE X
                    DISADVANTAGED BUSINESS ENTERPRISE PROGRAM

         1. DBE Status of Concessionaire.  Concessionaire shall take such action
as shall be  necessary  to insure  that,  during each Lease Year during the Term
hereof, not less than 15?6 of the Gross Revenues under this Concession Agreement
shall be earned by a disadvantaged  business  enterprise  (hereinafter  called a
'IDBEII'), within the meaning of the U.S. Department of

                                     - 43 -

<PAGE>



Transportation's  Regulations 49 CFR, Part 23, Subpart F. If  Concessionaire  is
not itself a DBE,  Concessionaire  shall provide for such level of participation
by  entering  into  a  joint  venture,   sublease,  or  other  direct  ownership
arrangement  with one or more  DBE'S,  under  which  not less  than 151 of Gross
Revenues hereunder will be regarded under such regulations as having been earned
by such DBE or DBE'S,  provided that any assignment or subletting  undertaken by
Concessionaire  to meet this  requirement must have the prior written consent of
the  Authority as provided in ARTICLE XI hereof.  Concessionaire  shall  provide
such information as the Authority may reasonably request,  from time to time, to
monitor the compliance of  Concessionaire  with the requirements of this ARTICLE
X, as well as such  information  as the  Authority's  shall require from time to
time to meet the  Authority's  reporting  obligations  to the  Federal  Aviation
Administration with regard to the Authority's DBE program for concessions at the
Airport.

         2. Additional Requirements and Assurances. This Concession 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,  management  contract or  subcontract,  purchase or lease
agreement,   or  other  agreement  covered  by  49  CFR,  Part  23,  Subpart  F.
Concessionaire  agrees to  include  the  statements  set forth in the  preceding
sentence in any

                                     - 44 -

<PAGE>



subsequent  concession  agreements that it enters and cause those  businesses to
similarly include the statement in further  agreements,  but all such subsequent
agreements shall be subject to the provision of ARTICLE XI hereof.

         3.  Constitutional  Restrictions.  Notwithstanding  the foregoing,  the
provisions  of  this  ARTICLE  X  shall  not  apply  if and to  the  extent  the
constitutional or other legal rights of Concessionaire or any other person would
be infringed thereby.

                                   ARTICLE XI
                            ASSIGNMENT AND SUBLETTING

         Concessionaire  shall have no right to assign this Agreement,  in whole
or in part, or to sublet any of the  Premises,  or to assign or to sublet any of
its rights,  privileges or franchise under this Agreement, or to delegate any of
its duties  under  this  Agreement,  without  the prior  written  consent of the
Authority,   which  consent  shall  not  be  unreasonably  withheld,  nor  shall
Concessionaire  permit any  transfer  by  operation  of law of  Concessionaire's
interest  created  hereby,  without the prior written  consent of the Authority,
which consent shall not be unreasonably  withheld. Any change in the identity of
the person owning the controlling interest in the Concessionaire's  common stock
through  one or more  transactions  during  the Term  hereof  shall be deemed to
constitute an assignment  requiring the Authority's  prior written consent under
this  ARTICLE  XI.  Consent  by  the  Authority  to any  assignment,  subletting
delegation or transfer of interest under this Agreement shall be limited to the

                                     - 45 -

<PAGE>



instance  stated in such  written  consent and shall not  constitute  a release,
waiver, or consent to any other assignment, subletting delegation or transfer of
interest,  and  notwithstanding  any such assignment,  subletting  delegation or
transfer  of  interest,  Concessionaire  shall  continue  to be  liable  for the
performance of Concessionaire's obligations under this Concession Agreement.

                                   ARTICLE XII
                          TERMINATION AND CANCELLATION

         1. Termination and Timely Surrender. Concessionaire agrees to yield and
deliver up to the  Authority  possession  of the Premises and the  improvements,
fixtures  and personal  property  which have vested in the  Authority  hereunder
promptly at the  termination  of this  Concession  Agreement,  by  expiration or
otherwise,  in  good  condition,  reasonable  wear  and  tear  excepted,  and in
accordance with Concessionaire's  express obligations hereunder.  Concessionaire
shall  have the right at any time  during  the Term,  and for ten days after the
termination thereof, to remove any furniture, trade fixtures, equipment or other
property installed or placed by it at its expense in the Premises which have not
vested in the Authority;  subject, however, to any claim which the Authority may
have for unpaid  rents or fees and  subject to the repair,  at  Concessionaire's
expense,  of any damage to the Premises or the Airport or the property of others
caused by such  removal,  including  all expenses of  restoring  the same to its
previous condition. In the event any such furniture, trade fixtures,  equipment,
or other personal property of the

                                     - 46 -

<PAGE>



Concessionaire is not removed by the Concessionaire  during such ten-day period,
the Authority may remove the same, and Concessionaire agrees to pay all expenses
for removal,  all costs for repair of damage to Airport property or the property
of others  damaged  by such  removal,  all  storage  charges,  and all  expenses
of-restoration.  The Authority  may, at its option,  declare any property of the
Concessionaire  which  remains  upon the Airport  after the  expiration  of such
ten-day period to have been abandoned by the  Concessionaire  and to have become
the property of the Authority.  The foregoing  provisions shall not be construed
to imply  that  Concessionaire  shall  have any  right  whatsoever  to place any
property on any part of the Airport  outside the Premises,  other than the right
to place vending machines at the places indicated on Exhibit B hereof.

         2. Cancellation by Concessionaire.  Concessionaire shall have the right
to cancel this  Concession  Agreement by written  notice to the Authority of its
election to do so upon the happening of one or more of the following events:

                  (A) The  permanent  closure of the  Airport as an Air  Carrier
         Airport by act of any Federal,  state or local government agency having
         competent jurisdiction;

                  (B) The  issuance  by any  court  of  competent  jurisdiction,
         without fault on the part of Concessionaire,  of an injunction,  order,
         or decree preventing or restraining the use by Concessionaire of all or
         any substantial part of the Premises,  or preventing or restraining the
         use of the

                                     - 47 -

<PAGE>



         Airport  for normal  airport  purposes  or the use of any part  thereof
         which  may be  used  by  Concessionaire  and  which  is  necessary  for
         Concessionaire's operation on the Airport, which remains in force for a
         period of at least ninety days;

                  (C) The  substantial  breach  by the  Authority  of any of the
         terms,   covenants,   commitments  or  conditions  of  this  Concession
         Agreement to be kept, performed,  and observed by the Authority and the
         failure of the  Authority  to remedy  such  breach,  within a period of
         thirty days after written notice from  Concessionaire  of the existence
         of such  breach,  or if such event or default  cannot  with  reasonable
         diligence be removed or cured within a period of thirty days, then upon
         the  failure of the  Authority  to  commence to cure or remove the same
         within said  thirty-day  period and to proceed  with due  diligence  to
         complete the remedying of said default; or

                  (D) If the United  States  Government  or any of its  agencies
         shall  occupy the Airport or any  substantial  part  thereof to such an
         extent as to interfere  materially and adversely with  Concessionaire's
         operation  for  a  period  of  sixty   consecutive  days  or  more.

         3.  Cancellation by the Authority.  If any one or more of the following
events (sometimes herein called "events of default") shall happen:

                  (A) If Concessionaire  shall make a general assignment for the
         benefit of creditors;

                                     - 48 -

<PAGE>



                  (B) If  Concessionaire  shall  file a  voluntary  petition  in
         bankruptcy  or,  if  a  petition  seeking  its  reorganization  or  the
         readjustment of its indebtedness  under the federal  bankruptcy laws or
         similar state laws shall be filed by or against Concessionaire;

                  (C) If an  involuntary  petition in bankruptcy  shall be filed
         against  Concessionaire and Concessionaire is thereafter  adjudicated a
         bankrupt thereunder;

                  (D) If  Concessionaire  shall consent to the  appointment of a
         receiver,  trustee,  or liquidator of all or  substantially  all of the
         property of Concessionaire;

                  (E)  If   Concessionaire   shall   voluntarily   abandon   and
         discontinue  use of the Premises for the purpose  approved herein for a
         period of thirty consecutive days;

                  (F) If Concessionaire  shall fail to pay the rental charges or
         other money  payments  required  by this  Concession  Agreement,  or to
         submit  to  the  Authority  any  of  the  accountings   required  under
         Paragraphs 4 or 5 of ARTICLE VI hereof,  and such failure  shall not be
         remedied within ten days after the same became due hereunder;

                  (G) If  Concessionaire  shall default in fulfilling any of the
         other terms, covenants,  conditions or warranties to be fulfilled by it
         hereunder  and shall fail to remedy  such  default  within  thirty days
         after written notice by the Authority of the-existence of such default,
         or if such default cannot with reasonable diligence be cured within a

                                     - 49 -

<PAGE>



         period of thirty  days,  then upon the  failure  of  Concessionaire  to
         commence  to cure such  default  within said  thirty-day  period and to
         proceed with due  diligence to complete the  remedying of said default;
         or

                  (H) If  Concessionaire  has made  any  untrue  statement  of a
         material  fact in its  Proposal,  or if  Concessionaire  has omitted to
         state any material fact in said Proposal which is necessary to make the
         statements which were made therein not misleading;

then, upon the occurrence of such event of default, the Authority shall have the
right, without demand or notice, to re-enter and take possession of the Premises
without  being guilty of trespass,  and, at its election,  by written  notice to
Concessionaire,  without  prejudice to any other remedies the Authority may have
as provided by law,  either (i) to terminate  this  Concession  Agreement in its
entirety, or (ii) to terminate Concessionaire's right to possession or occupancy
of the  Premises  only  without  terminating  this  Concession  Agreement in its
entirety.

                  If the  Authority  shall at any time elect to  terminate  this
Concession  Agreement  in its  entirety as above  provided,  the  Authority,  in
addition to any other remedies it may have, may recover from  Concessionaire all
damages   it  may  incur  by  reason  of  the   happening   of  such   event  of
default,'including  attorneys  fees and the cost of recovering  the Premises and
including the worth a the time of such termination of the excess, if any, of the
amount of rent reserved in this Concession Agreement for the remainder

                                     - 50 -

<PAGE>



of the Term  over the  then  reasonable  rental  value of the  Premises  for the
remainder of the Term, all of which amounts shall be immediately due and payable
by Concessionaire to the Authority.

                  If  the  Authority  shall  at  any  time  elect  to  terminate
Concessionaire's  right to  possession or occupancy of the Premises only without
terminating  this  Concession  Agreement in its entirety,  Concessionaire  shall
remain liable for the payment of rent  hereunder,  except to the extent that the
Authority may receive such rent by reletting  the  Premises,  after first having
applied any such rent so obtained from  reletting the Premises to the payment of
the costs of such reletting,  including the costs of brokerage  fees,  attorneys
fees, and the costs of any repairs,  alterations,  or redecorations necessary or
advisable for such reletting.  If the rent collected from reletting is more than
sufficient to pay the full amount of the rent reserved hereunder,  together with
the  aforementioned  costs,  the Authority shall apply any surplus to the extent
thereof to the discharge of any  obligation of  Concessionaire  to the Authority
under the terms of this Concession  Agreement,  including future installments of
rents,  and any sum  then  remaining---shall  belong  to the  Authority  and not
Concessionaire.  The  Authority  shall use due  diligence to relet the Premises.
Such  reletting  may be for such term and for such rental as the  Authority  may
deem  advisable,  even though the term of any  reletting  may extend  beyond the
unexpired portion of the term of this Concession  Agreement,  but the provisions
hereinabove set forth with regard to the application of rent from

                                     - 51 -

<PAGE>



a  reletting  shall  apply only to the rent  collected  from  reletting  for the
unexpired  portion of the Term of this  Concession  Agreement.  if the Authority
shall  have  elected  to  terminate  Concessionaire's  right  to  possession  or
occupancy  only, the Authority may, at any time  thereafter,  elect to terminate
this Concession Agreement in its entirety as provided above.

                  If, for any of the  reasons  specified  above,  the  Authority
shall either  terminate this  Concession  Agreement in its entirety or terminate
Concessionaire's  right to  possession  only,  the  rights of the  parties  with
respect to the furniture,  trade fixtures,  equipment or other personal property
installed or placed upon the Premises shall be the same as provided in Paragraph
1 of this  ARTICLE  XII in the  case  of a  termination  at the end of the  Term
hereof.

                                  ARTICLE XIII
                         DAMAGE TO PREMISES BY CASUALTY

         1. Partial  Damage.  If any part of the  Premises or public  facilities
adjacent to the Premises shall be partially  damaged by fire or other  casualty,
but such damage does not render the Premises  untenantable  for the purposes for
which  the same are  leased  hereunder,  the same  shall be  repaired  to usable
condition with due diligence by the Authority at its own cost and expense.

         2.  Substantial  Damage.  If any  part of the  Premises  or the  public
facilities  adjacent to the Premises shall be so extensively  damaged by fire or
other casualty as to render said

                                     - 52 -

<PAGE>



Premises  untenantable for the purposes for which the same are leased hereunder,
but if said damage is capable of being repaired in sixty days, the same shall be
repaired and the Premises restored to usable condition with due diligence by the
Authority  at its own  cost  and  expense.  In such  case,  the  Minimum  Annual
Guarantee of the Concessionaire  under ARTICLE VI hereof (but not the Percentage
Rents of the  Concessionaire)  shall be paid up to the time of such.  damage and
shall  thereafter be abated  equitably in  proportion  to the  diminution of the
usefulness  of the  Premises  until such time as such  damage  shall be repaired
adequately for said Premises to become tenantable for Concessionaire's  purposes
as described in ARTICLE IV hereof.  The  Authority  will use its best efforts to
provide  Concessionaire  with  suitable  alternative  facilities to continue its
operations while-repairs are being completed.

         3.  Extensive  Damage.  If any  part  of  the  Premises  or the  public
facilities  adjacent to the Premises  shall be damaged by fire or other casualty
so  extensively  as to render said  Premises  untenantable  for the purposes for
which the same are leased  hereunder  and@if said damage is  incapable  of being
repaired in sixty days,  either the Authority or the  Concessionaire  may cancel
this  Concession  Agreement as of the date such damage  occurred,  by giving the
other written  notice of its election to do so within ten days after such damage
occurs, but if this Concession Agreement is not canceled by either the Authority
or Concessionaire within such period, the Authority shall, at its

                                     - 53 -

<PAGE>



own expense, repair such damage and restore the Premises to usable condition and
the Minimum Annual Guarantee of the Concessionaire  under ARTICLE VI hereof (but
not the Percentage Rents of the Concessionaire)  shall be paid up to the time of
such damage and shall  thereafter be abated until such time as such damage shall
be   repaired   adequately   for  said   Premises  to  become   tenantable   for
Concessionaire's purposes as described in ARTICLE IV hereof.

         4. Damage Due to Lessee's Negligence. In the event that the Premises or
the public facilities  adjacent to the Premises shall be damaged or destroyed by
fire or other casualty or otherwise due directly or indirectly to the negligence
or willful  act of  Concessionaire,  or one-or more of its  employees  or agents
(acting  within  the  course or scope of their  employment),  there  shall be no
abatement  of  the   Concessionaire's   Minimum  Annual   Guarantee  during  the
restoration  of said  Premises,  the  foregoing  provisions of this ARTICLE XIII
notwithstanding,  Concessionaire  shall have no option to cancel this Concession
Agreement  under the  provisions of Paragraph 3 of this ARTICLE XIII, and to the
extent  that the cost of  repairs  shall  exceed  the  amount  of any  insurance
proceeds  payable  to the  Authority  by reason of such  damage or  destruction,
Concessionaire shall pay the amount of such cost to the Authority.

         5.  Damage  to  Personal   Property.   If  any  equipment,   furniture,
furnishings,  trade fixtures or other personal  property located on the Premises
shall be damaged by fire or other

                                     - 54 -

<PAGE>



casualty during the Term hereof, Concessionaire shall repair or replace the same
with due diligence. The proceeds of any insurance maintained on such property by
Concessionaire  pursuant to  Paragraph 5 of ARTICLE XIV hereof  shall be applied
against the cost of such repair and  replacement  as far as such proceeds  shall
go, and the balance of such costs, if any, shall be borne by Concessionaire.

                                   ARTICLE XIV
                          INDEMNIFICATION AND INSURANCE

         1.  Indemnification  - Authority Held Harmless.  Except where otherwise
specifically  provided  herein or where caused by the willful acts or negligence
of the Authority,  its agents or employees,  it is an express  condition of this
Concession Agreement that the Authority and its directors,  officers, agents and
employees shall be free from any and all claims,  demands,  liabilities,  fines,
penalties, or causes of action of every kind or character,  whether in law or in
equity,  from any cause or  causes  whatsoever  arising  from the  operation  of
Concessionaire's  business at the  Airport or as the result of anything  done or
omitted by Concessionaire or by Concessionaire's  employees,  agents, licensees,
invitees,  contractors or suppliers, and Concessionaire shall indemnify and save
harmless the Authority and its directors, officers, agents and employees against
and from any and all such  claims,  demands,  liabilities,  fines,  penalties or
causes of action including reimbursing the Authority

                                     - 55 -

<PAGE>



and  the  other  parties  indemnified  hereunder  for  all  expenses,  including
reasonable  attorneys'  fees,  incurred in connection  therewith.  The Authority
shall give to  Concessionaire  prompt and reasonable  written notice of any such
claim or action known to the Authority,  and Concessionaire shall have the right
to  investigate,  compromise,  and  defend  the  same to the  extent  of its own
interest.

         2. General Insurance  Requirements.  The following  general  provisions
shall apply to the insurance  required of  Concessionaire  under this Concession
Agreement:

                  (A)  Certification  of  Insurance.  Upon the execution of this
         Concession  Agreement and from time to time  thereafter as requested by
         the  Authority,   Concessionaire   will  deliver  to  the  Authority  a
         Certificate  of Insurance  certifying  that all insurance  requirements
         contained  in this  Concession  Agreement  have been  complied  with as
         outlined below. An Acord  Certificate of Insurance Form or a substitute
         approved  by the  Authority  is the  required  form in all cases  where
         reference is made herein to a Certificate of Insurance.

                  (B)  Minimum  Financial  Security  Requirements.  Any  and all
         companies  providing  insurance  required by this Concession  Agreement
         must meet the following minimum financial security requirements:  (i) a
         Best's  Rating  not less  than B+ and  (ii)  current  Best's  Financial
         Category  not less than Class VII.  These  requirements  conform to the
         ratings published by A. M. Best & Co. in the current Best's

                                     - 56 -

<PAGE>



         Key Rating Guide--Property-Casualty.  The ratings for each company must
         be indicated on the Certificate of Insurance.

                  (C) Insurance Required for Duration of Agreement.  Any and all
         insurance required by this Concession  Agreement shall be maintained by
         Concessionaire  during the entire length of this Concession  Agreement,
         including any extensions thereto. The Authority shall have the right to
         inquire into the adequacy of the insurance  coverages set forth in this
         Concession  Agreement and to make such adjustments as reasonably appear
         necessary.

                  (D) Mandatory  Thirty-Day  Notice of  Cancellation or Material
         Change. The Authority shall, without exception,  be given not less than
         thirty days notice prior to cancellation  for other than non-payment of
         premium or prior to any material  change of any  insurance  required by
         this  Concession  Agreement.  Non-payment  of premium  shall require at
         least ten days notice of  cancellation.  Confirmation of this mandatory
         notice of cancellation shall appear on the Certificate of Insurance and
         on all insurance policies required by this Concession Agreement.

                  (E) Authority as Additional  Insured.  The Authority  shall be
         covered as additional  insured under any and all insurance  required by
         this  Concession  Agreement,  and such insurance  shall be primary with
         respect to the additional insured. Confirmation of compliance with this
         requirement

                                     - 57 -

<PAGE>



         shall appear on the  Certificate  of Insurance,  and on any  applicable
         insurance policies.

                  (F) Authorization and Licensing of Agent. Each and every agent
         acting as authorized  representative  on behalf of a Company  affording
         coverage  shall warrant when signing the  Certificate of Insurance that
         specific  authorization has been granted by the Companies for the agent
         to  bind  coverage  as  required  and to  execute  the  Certificate  of
         Insurance as evidence of such  coverage.  In  addition,  each and every
         agent shall warrant when signing the  Certificate of Insurance that the
         agent is licensed to do  business  in the State of North  Carolina  and
         that the  company or  companies  are  currently  approved  by the North
         Carolina Department of Insurance.  3. Liability Insurance Requirements.
         Concessionaire   shall  procure  the  following   liability   insurance
         coverages,  each with  combined  single  limits in the minimum  amounts
         indicated:

                      (A) General  Liability  Insurance -  $2,000,000;

                      (B) Products Liability   Insurance  -  $2,000,000;

                      (C) Liquor  Liability Insurance - $2,000,000;  and

                      (D) Excess Liability  Insurance - $5,000,000 in
                          addition to the underlying coverages.

         4.  Workers'  Compensation  and  Employer's  Liability  Insurance.   In
addition to the  coverages  required  under  Paragraph 3 hereof,  Concessionaire
shall  procure and  maintain  Workers'  Compensation  and  Employer's  Liability
Insurance with minimum

                                     - 58 -

<PAGE>



limits  as  follows,  such  insurance  to  cover  each  and  every  employee  of
Concessionaire:

                  (A) Workers' Compensation Employer's Liability- Statutory;

                  (B) Employer's Liability:

                           (i)      Bodily Injury by Accident/Disease--$100,000
                  each accident;

                           (ii)     Bodily Injury by Accident/Disease--$100,000
                  each employee; and

                           (iii) Bodily  Injury by  Accident/Disease--  $500,000
                  policy limit.

         5. Fire Insurance. The Authority shall maintain at its expense standard
fire and extended  coverage as well as boiler and other vessel  insurance on the
Terminal  Building  including,  but no  limited  to,  improvements  to the  real
property made by  Concessionaire,  title to which have vested in the  Authority.
Concessionaire  shall  maintain  at its  expense  standard  fire  and  insurance
coverage  satisfactory to the Authority for all items of personal  property upon
the Premises,  such  insurance to name  Concessionaire  and the Authority as the
insureds,  as their respective  interests may appear, and  Concessionaire  shall
deliver a Certificate  of Insurance to the Authority with respect  thereto.  The
insurance to be maintained by the Authority and by Concessionaire hereunder will
be to the extent of at least eighty percent (80@) of full  replacement  value of
the property to be insured less a standard disappearing deductible clause.

         6. Waiver of  Subrogation  by the  Authority.  The  Authority  releases
Concessionaire, to the extent of proceeds received-by

                                     - 59 -

<PAGE>



the Authority from its insurance coverage, from any liability for loss or damage
caused  by  fire  or  any  of  the  extended  coverage  perils  included  in the
Authority's  insurance  policies even if such fire or other  casualty  should be
brought about by the default or negligence of  Concessionaire  or its subtenants
or the agents or employees of any of them;  provided  that this release shall be
in effect only with respect to loss or damage occurring during the time that the
Authority's  policies for fire and extended coverage  insurance contain a clause
to the effect that this release  shall not affect the right of the  Authority to
recover under such policies.  The Authority will request each insurance  company
writing its fire and  extended  coverage  insurance  policies to include  such a
clause but only so long as it is includable without extra cost or, if extra cost
is chargeable therefor,  only so long as Concessionaire pays such extra cost. If
extra cost is chargeable therefor,  the Authority will advise  Concessionaire of
such extra cost,  and  Concessionaire,  at its election,  may pay the same,  but
shall have no obligation to do so.

         7. Waiver of Subrogation by Concessionaire. Concessionaire releases the
Authority, to the extent of the proceeds received by the Concessionaire from its
insurance  coverage on its property at the Airport,  from any liability for loss
or damage  caused by fire or any of the  extended  coverage  perils  included in
Concessionaire's insurance policies covering its property at the Airport even if
such fire or other casualty

                                     - 60 -

<PAGE>



should be brought  about by the  default or  negligence  of the  Authority,  its
officers,  agents or  employees;  provided  that this release shall be in effect
only  with   respect  to  loss  or  damage   occurring   during  the  time  that
Concessionaire's  policies for fire and extended  coverage  insurance  contain a
clause  to  the  effect  that  this  release  shall  not  affect  the  right  of
Concessionaire to recover under such policies.  Concessionaire will request each
insurance company writing fire and extended coverage insurance policies covering
its  property at the Airport to include  such a clause but only so long as it is
includable without extra cost, or if extra cost is chargeable therefor,  only so
long as the  Authority  pays  such  extra  cost.  if  extra  cost is  chargeable
therefor,  Concessionaire  will advise the Authority of such extra cost, and the
Authority, at its election, may pay the same, but shall have no obligation to do
so.

                                   ARTICLE XV
                      COMPLIANCE WITH RULES AND REGULATIONS

         Concessionaire  covenants  and agrees to observe and comply  with,  and
this  Concession  Agreement  shall  be  subject  to,  all  requirements  of  the
constituted public  authorities,  all federal,  state and local statutes,  laws,
ordinances,  rules,  regulations and standards now and hereafter in force, which
may be applicable to the operation of Concessionaire's  business at the Airport,
including,  but not limited to, all Rules and  Regulations  adopted from time to
time by the Authority and laws,  rules and  regulations  relating to the sale of
alcoholic beverages, food

                                     - 61 -

<PAGE>



handling,  sanitation,  health  and  safety,  non-discrimination  and the use or
employment of socially and economically disadvantaged individuals accommodations
for handicapped persons,  and Airport Security,  insofar as such laws, rules and
regulations may be applicable to Concessionaire.

                                   ARTICLE XVI
                             ENVIRONMENTAL CONCERNS

         Concessionaire  shall  not  cause  or  permit  any  gasoline,   oil  or
hazardous,  toxic or dangerous waste, substance or material to be used or placed
on,  under,  or about the  Airport  in  violation  of any  governmental  laws or
regulations,  or rulings,  either federal or state,  applicable to environmental
concerns,  including,  without limitation,  the North Carolina Oil Pollution and
Hazardous  Substances  Control Act, the  Comprehensive  Environmental  Response,
Compensation and Liability Act, the Resource  Conservation and Recovery Act, the
Toxic   Substances   Control   Act  and  the  Clean  Water  Act.  In  the  event
Concessionaire  becomes  aware that any  gasoline,  oil or  hazardous,  toxic or
dangerous  waste,  substance  or  material  has been used or placed by it or its
agents,  servants  or  employees  on  the  Airport  in  violation  of  any  such
governmental law, regulation or ruling,  Concessionaire shall immediately notify
the  Authority in writing of such fact,  and if such  occurrence  results from a
breach by Concessionaire of its obligations hereunder,  Concessionaire shall, at
Concessionaire's  expense,  take such remedial action as is necessary to correct
any such violation, remove from the Airport

                                     - 62 -

<PAGE>



such substances and materials  giving rise to any such violation,  and take such
action as is necessary to prevent a recurrence of such violation.

         Concessionaire  shall  keep  and hold  harmless  the  Authority  an its
directors,  officers,  agents and employees from and against an and all costs of
clean up or other remedial actions,  claims, demands,  suits, judgments,  fines,
penalties,  costs and  expenses for  violations  of any such  governmental  law,
regulation, or ruling resulting from Concessionaire's  operations hereunder upon
the Airport;  and  Concessionaire  shall  reimburse  the Authority and the other
parties indemnified hereunder for all expenses,  including reasonable attorneys,
fees,   incurred  in  connection   therewith.   The  Authority   shall  give  to
Concessionaire  prompt and reasonable written notice of any such claim or action
known to the Authority,  and Concessionaire shall have the right to investigate,
compromise, and defend the same to the extent of its own interest.

                                  ARTICLE XVII
                               GENERAL PROVISIONS

         1. Non-Discrimination. Concessionaire, for itself and its successors in
interest  and  assigns,  as a part  of the  consideration  hereof,  does  hereby
covenant and agree that (i) no person on the grounds of race,  color or national
origin shall be excluded  from  participation  in,  denied the benefit of, or be
otherwise subject to discrimination  in  Concessionaire's  operations under this
Concession Agreement, (ii) that in

                                     - 63 -

<PAGE>



construction of any improvement by Concessionaire  on, over or under the Airport
and the furnishing of services thereof, 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, (iii) that Concessionaire shall
operate under this Agreement in compliance with all other  requirements  imposed
by or  pursuant  to  Title  49,  Code  of  Federal  Regulations,  Department  of
Transportation,  Subtitle A, Office of the Secretary, Part 21, Nondiscrimination
in Federally-assisted Programs of the Department of  Transportation-Effectuation
of Title VI of the  Civil  Rights  Act of 1964,  and as such  Regulation  may be
amended.  In the event of the  breach  of any of the above  non-discriminational
covenants,  the  Authority  shall have the right to  terminate  this  Agreement,
provided,  however,  that  this  provision  shall  not be  effective  until  the
procedures  of Title 49, Code of Federal  Regulations,  Part 21 are followed and
completed including exercise or expiration of appeal rights.

         2. Affirmative Action. Concessionaire assures that it will undertake an
affirmative  action  program as  required  by 14 CFR Par 152,  Subpart E, to the
extent the same may be  applicable  to  Concessionaire's  operations  under this
Concession  Agreement,  to insure  that no person  shall on the grounds of race,
creed,  color,  national  origin,  or sex, be excluded  on these  grounds,  from
participation  in or  receiving  the  services  or  benefits  of any  program or
activity covered by said Subpart; that it will

                                     - 64 -

<PAGE>



require  that  it  covered  subtenants  or  concessionaires,   if  any,  provide
assurances to  Concessionaire  that they similarly  will  undertake  affirmative
action   programs   and  that   they   will   require   assurance   from   their
suborganizations, as required by 14 CFR Part 152, Subpart E, to the same effect.

         3. Accessibility to the Disabled.  Concessionaire  shall comply in full
with  all   federal  and  state  laws,   rules  and   regulations   relating  to
non-discrimination   against   handicapped   and  disabled   persons,   and  the
accessibility  of  Concessionaire's  facilities  and  services to such  persons,
insofar as such laws, rules and regulations  shall apply to  Concessionaire,  to
any  construction   undertaken  by  Concessionaire   hereunder,  or  to  any  of
Concessionaire's operations at the Airport, including among such laws, rules and
regulations,  without limitation,  Section 504 of the Rehabilitation Act of 1973
(29 USC 794), the Americans with  Disabilities  Act of 1990 (42 USC 12101-12213)
and regulations  issued pursuant  thereto,  and 49 CFR Part 27, as the foregoing
may be amended from time to time.

         4. Failure to Enforce. The failure by the Authority to enforce, for any
period or periods,  any of the terms,  covenants and conditions herein contained
shall  not be  deemed a waiver of any  rights  on the part of the  Authority  to
enforce said terms,  covenants  and  conditions  at a later date,  nor shall any
failure  by the  Authority  to  enforce  any of the  terms  of  this  Concession
Agreement  be  construed  to be or  act as a  waiver  by  the  Authority  of any
subsequent rights so to enforce.

                                     - 65 -

<PAGE>



         5.  Invalid  Provisions.  In  the  event  any  covenant,  condition  or
provision  herein  contained is held to be invalid,  the  invalidity of any such
covenant,  condition  or  provision  shall in no way effect any other  covenant,
condition or provision herein contained;  provided, however, that the invalidity
of any such  covenant,  condition or  provision  does not  materially  prejudice
either  the  Authority  or   Concessionaire   in  their  respective  rights  and
obligations  contained in the valid covenants,  conditions or provisions of this
Concession Agreement.

         6.  Non-Waiver.  The payment or  acceptance  of rentals and fees by the
parties  hereto for any period  after a default of any of the terms,  covenants,
and  conditions  herein  contained  to be kept,  performed  and observed by said
parties  shall not be deemed as a waiver of any  rights on the part of either of
them to terminate this  Concession  Agreement for any subsequent  failure or for
the  continued  failure by the other party so to  perform,  keep and observe the
terms,  conditions,  or covenants  hereof to be performed,  kept and observed by
such  other  party.  No  waiver  by  either  party  of any of the  terms of this
Concession  Agreement  to be kept,  performed,  and  observed by the other party
shall be  construed  to be or act as a waiver of any  subsequent  default on the
part of the other party.

         7. Holding Over. In the event Concessionaire shall continue to exercise
the rights and privileges herein granted after the expiration of the Term hereof
without the written  approval of the  Authority,  such holding over shall not be
deemed

                                     - 66 -

<PAGE>



to operate as a renewal or extension  of this  Concession  Agreement,  but shall
only create an extension from month-to-month.

         8.  Subordination.  This  Concession  Agreement  shall be  subject  and
subordinate to the  provisions of the Federal  Airports Act of 1946, as amended,
or any act which  replaces  the  Federal  Airports  Act of 1946  relative to the
operation,  maintenance  and  development  of the Airport  and to any  agreement
entered into between the  Authority and the United  States  Government  pursuant
thereto.

         9.  Interpretation.  This  Concession  Agreement s hall be construed in
accordance  with  the  laws of the  State  of  North  Carolina  Nothing  in this
Concession  Agreement shall be construed or interpreted in any manner whatsoever
as limiting,  relinquishing,  or waiving any rights of ownership  enjoyed by the
Authority  in the  Airport  property or in any manner  waiving or  limiting  its
control over the operation or maintenance  of Airport  property or in derogation
of  such  governmental  rights  as  the  Authority  may  possess,  except  as is
specifically provided for herein.

         10.   Successor   and  Assigns  Bound  by  Covenant.   All   covenants,
stipulations  and agreements in this  Concession  Agreement  shall extend to and
bind  the  legal  representatives,   heirs,  successors  and  assigns  including
successors-in-interest  by merger or  consolidation  of the  respective  parties
hereto.

                                     - 67 -

<PAGE>



         11. No Partnership  Created.  No partnership  relationship  between the
parties  hereto or joint venture is created by this  Concession  Agreement,  and
Concessionaire  is not made the agent or representative of the Authority for any
purpose or in any manner whatsoever.

         12. Concessionaire is Independent  Operator.  The Concessionaire is and
shall be an independent  operator responsible to all parties for all of its acts
or omissions and the Authority  shall be in no way  responsible  for the acts or
omissions of the Concessionaire.

         13.  Notices.  Any notice  required or permitted  under this Concession
Agreement  shall  be in  writing,  whether  or not  so  state  in the  preceding
provisions  hereof,  and shall be delivered by ha or by certified  mail,  return
receipt requested,  postage prepaid, addressed to the party for whom intended at
the following address:

         For Concessionaire:          [


                                      Attention:

         For the Authority:           PIEDMONT TRIAD AIRPORT AUTHORITY
                                      P. 0. Box 35445
                                      Greensboro, NC 27425
                                      Attention: Executive Director

or to such  other  address  as the party to receive  such  notice may  hereafter
direct in  writing  by as a notice  given to the other in  accordance  with this
Paragraph 13. Notice sent by certified  mail postage  prepaid,  and addressed to
one of the parties as required

                                     - 68 -

<PAGE>



in this  Paragraph 13 shall be deemed to have been given to such party three (3)
days after the date it was posted in the mail.

         14. No  Personal  Liability.  No member,  director,  officer,  agent or
employee  of  the  Authority   shall  be  charged   personally  or  held  to  be
contractually  liable by or to  Concessionaire  under any terms or provisions of
this Concession Agreement.

         15. Headings. The article and paragraph headings are inserted only as a
matter of convenience and for reference and in no way define,  limit or describe
the scope or intent of any provision of this Concession Agreement.

         16. Construction.  Each term and provision of this Concession Agreement
shall be construed to be both as a covenant and as a condition.

         17. Survival of Obligations.  Any obligation hereunder of either of the
parties,  including the  obligation to pay rents,  preserve  records,  submit to
audits, provide indemnity,  or do any other act or thing which is required to be
performed after the expiration of the Term hereof,  or which by its nature is to
be  performed  after  the  expiration  of the Term  hereof,  shall  survive  the
expiration  of such  Term and  shall  remain  binding  upon the  party  which is
required to keep or perform the same until such  obligation has been  discharged
by such party in full.

         18. Entire Agreement.  This instrument  contains all the agreements and
conditions made between the parties hereto with respect to the matters contained
herein  and may not be  modified  orally or in any other  manner  other  than by
agreement in writing,

                                     - 69 -

<PAGE>



signed by both parties hereto or their respective successors.

         IN WITNESS  WHEREOF,  each of the parties has executed this  Concession
Agreement under seal, all on the day and year first above written.

                                PIEDMONT TRIAD AIRPORT AUTHORITY



                                By
                                   Chairman

Attest:




Secretary


                                CREATIVE HOST SERVICES, INC.



                                 By
                                     President

Attest:




Secretary



                                     - 70 -

<PAGE>



NORTH CAROLINA
GUILFORD COUNTY

         I, ____________________,  as a Notary Public in and for said County and
State, certify that personally came before me this date and acknowledged that he
is Secretary  of the PIEDMONT  TRIAD  AIRPORT  AUTHORITY,  as a body politic and
corporate,  and that by authority  duly given by said  Authority,  the foregoing
instrument  was signed in its name by its  Chairman,  sealed with its  corporate
seal, and attested by himself as its Secretary.

         WITNESS my hand and notarial seal on this the _____ day of ___________,
1997.


                                        ________________________________________
                                        Notary Public

My Commission Expires:



_____________________________






                                     - 71 -

<PAGE>



STATE OF _____________

COUNTY OF ____________


         I,  ________________,  as a Notary  Public in and for said  County  and
State,  certify that  personally came before me this day and  acknowledged  that
he/she is the  Secretary  of  CREATIVE  HOST  SERVICES,  INC.,  as a  California
corporation, and that by authority duly given and as the act of the corporation,
the  foregoing  instrument  was signed in its corporate  name by its  President,
sealed  with  its  corporate  seal,  and  attested  by  himself/herself  as  its
Secretary.

         WITNESS my hand and notarial seal, this _____ the day of _______, 1997.



                                   _______________________________________
                                   Notary Public

My Commission Expires:


_______________________________




                                     - 72 -