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                                                                   EXHIBIT 10.26

The Warrant and the securities issuable upon exercise of this Warrant (the
"Securities") have not been registered under the Securities Act of 1933 (the
"Securities Act") or under any state securities or Blue Sky laws ("Blue Sky
Laws"). No transfer, sale, assignment, pledge, hypothecation or other
disposition of this Warrant or the Securities or any interest therein may be
made except (a) pursuant to an effective registration statement under the
Securities Act and any applicable Blue Sky Laws or (b) if the Company has been
furnished with both an opinion of counsel for the holder, which opinion and
counsel shall be reasonably satisfactory to the Company, to the effect that no
registration is required because of the availability of an exemption from
registration under the Securities Act and applicable Blue Sky Laws, and
assurances that the transfer, sale, assignment, pledge, hypothecation or other
disposition will be made only in compliance with the conditions of any such
registration or exemption.

                   WARRANT TO PURCHASE SHARES OF COMMON STOCK
                              OF CAFE ODYSSEY, INC.

WARRANT NO. PL2-1                                         Bloomington, Minnesota
                                                                  March 18, 1999

         This certifies that, for value received, STEPHEN D. KING, or his
successors or assigns ("Holder") is entitled to purchase from Cafe Odyssey, Inc.
(the "Company") One Hundred Fifty Thousand (150,000) fully paid and
nonassessable shares (the "Shares") of the Company's Common Stock, $.01 par
value (the "Common Stock"), at any time and from time to time from the date
hereof until March 18, 2004, at an exercise price of $1.00 per share (the
"Exercise Price"), subject to adjustment as herein provided.

         This Warrant is subject to the following provisions, terms and
conditions:

         1.   Exercise of Warrant.

              a. Exercise for Cash. The rights represented by this Warrant may
be exercised by the Holder, in whole or in part (but not as to a fractional
share of Common Stock), by the surrender of this Warrant (properly endorsed, if
required, at the Company's principal office in Bloomington, Minnesota, or such
other office or agency of the Company as the Company may designate by notice in
writing to the Holder at the address of such Holder appearing on the books of
the Company at any time within the period above named), and upon payment to it
by certified check, bank draft or cash of the purchase price for such Shares.
The Company agrees that the Shares so purchased shall have and are deemed to be
issued to the Holder as the record owner of such Shares as of the close of
business on the date on which this Warrant shall have been surrendered and
payment made for such Shares as aforesaid. Certificates for the Shares of Common
Stock so purchased shall be delivered to the Holder within a reasonable time,
not exceeding ten (10) days, after the rights represented by this Warrant shall
have been so exercised, and, unless this Warrant has expired, a new Warrant
representing the number of Shares, if any, with respect to which this Warrant
shall not then have been exercised shall also be delivered to the Holder within
such time. The Company may require that any such new Warrant or any certificate
for Shares purchased upon the exercise hereof bear a legend substantially
similar to that which is contained on the face of this Warrant.

              b. Cashless Exercise. Upon receipt of a notice of cashless
exercise, the Company shall deliver to the Holder (without payment by the Holder
of any exercise price) that number of Shares 


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that is equal to the quotient obtained by dividing (x) the value of the Warrant
on the date that the Warrant shall have been surrendered (determined by
subtracting the aggregate exercise price for the Shares in effect on the
Exercise Date from the aggregate Fair Market Value (hereinafter defined) for the
Shares by (y) the Fair Market Value of one share of Common Stock. A notice of
"cashless exercise" shall state the number of Shares as to which the Warrant is
being exercised. "Fair Market Value" for purposes of this Section (b) shall mean
the average of the Common Stock closing prices reported by the principal
exchange on which the Common Stock is traded, or the last sale prices as
reported by the National Association of Securities Dealers, Inc. Automated
Quotation System ("Nasdaq") National Market or SmallCap Market, as the case may
be, for the ten (10) business days immediately preceding the Exercise Date or,
in the event no public market shall exist for the Common Stock at the time of
such cashless exercise, Fair Market Value shall mean the fair market value of
the Common Stock as the same shall be determined in the good faith discretion of
the Board of Directors, after full consideration of all factors then deemed
relevant by such Board in establishing such value, including by way of
illustration and not limitation, the per share purchase price of Common Stock or
per security convertible into one share of Common Stock of the most recent sale
of shares of Common Stock or securities convertible into Common Stock by the
Company after the date hereof all as evidenced by the vote of a majority of the
directors then in office.

         2.   Transferability of this Warrant. This Warrant is issued upon the
following terms, to which each Holder consents and agrees:

              a. Until this Warrant is transferred on the books of the Company,
         the Company will treat the Holder of this Warrant registered as such on
         the books of the Company as the absolute owner hereof for all purposes
         without being affected by any notice to the contrary.

              b. This Warrant may not be exercised, and this Warrant and the
         Shares underlying this Warrant shall not be transferable, except in
         compliance with all applicable state and federal securities laws,
         regulations and orders, and with all other applicable laws, regulations
         and orders.

              c. The Warrant may not be transferred, and the Shares underlying
         this Warrant may not be transferred, without the Holder obtaining an
         opinion of counsel satisfactory in form and substance to the Company's
         counsel stating that the proposed transaction will not result in a
         prohibited transaction under the Securities Act of 1933, as amended
         ("Securities Act"), and applicable Blue Sky laws. By accepting this
         Warrant, the Holder agrees to act in accordance with any conditions
         reasonably imposed on such transfer by such opinion of counsel.

              d. Neither this issuance of this Warrant nor the issuance of the
         Shares underlying this Warrant have been registered under the
         Securities Act.

         3.   Certain Covenants of the Company. The Company covenants and agrees
that all Shares which may be issued upon the exercise of the rights represented
by this Warrant, upon issuance and full payment for the Shares so purchased,
will be duly authorized and issued, fully paid and nonassessable and free from
all taxes, liens and charges with respect to the issue hereof, except those that
may be created by or imposed upon the Holder or its property, and without
limiting the generality of the foregoing, the Company covenants and agrees that
it will from time to time take all such actions as may be requisite to assure
that the par value per share of the Common Stock is at all times equal to or
less than the effective purchase price per share of the Common Stock issuable
pursuant to this Warrant. The 




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Company further covenants and agrees that during the period within which the
rights represented by this Warrant may be exercised, the Company will at all
times have authorized and reserved free of preemptive or other rights for the
exclusive purpose of issue upon exercise of the purchase rights evidenced by
this Warrant, a sufficient number of shares of its Common Stock to provide for
the exercise of the rights represented by this Warrant.

         4.   Adjustment of Exercise Price and Number of Shares. The Exercise
Price and number of Shares are subject to the following adjustments:

              a. Adjustment of Exercise Price for Stock Dividend, Stock Split or
         Stock Combination. In the event that (i) any dividends on any class of
         stock of the Company payable in Common Stock or securities convertible
         into or exercisable for Common Stock ("Common Stock Equivalents") shall
         be paid by the Company, (ii) the Company shall subdivide its then
         outstanding shares of Common Stock into a greater number of shares, or
         (iii) the Company shall combine its outstanding shares of Common Stock,
         by reclassification or otherwise, then, in any such event, the Exercise
         Price in effect immediately prior to such event shall (until adjusted
         again pursuant hereto) be adjusted immediately after such event to a
         price (calculated to the nearest full cent) determined by dividing (a)
         the number of shares of Common Stock outstanding immediately prior to
         such event, multiplied by the then existing Exercise Price, by (b) the
         total number of shares of Common Stock outstanding immediately after
         such event, and the resulting quotient shall be the adjusted Exercise
         Price per share. No adjustment of the Exercise Price shall be made if
         the amount of such adjustment shall be less than $.05 per share, but in
         such case any adjustment that would otherwise be required then to be
         made shall be carried forward and shall be made at the time and
         together with the next subsequent adjustment which, together with any
         adjustment or adjustments so carried forward, shall amount to not less
         than $.05 per share.

              b. Adjustment of Exercise Price for Dilutive Common Stock
         Issuances. If at any time prior to the exercise of this Warrant in full
         but following the date on which no Guarantees by the original Holder of
         indebtedness of the Company to BankWindsor are still outstanding, the
         Company shall (i) issue or sell any Common Stock Equivalents without
         consideration or for consideration per share (in cash, property or
         other assets) less than the Exercise Price per share on the date of
         such issuance or sale or (ii) fix a record date for the issuance of
         subscription rights, options or warrants to all holders of Common Stock
         entitling them to subscribe for or purchase Common Stock (or Common
         Stock Equivalents) at a price (or having an exercise or conversion
         price per share) less than the Exercise Price on the record date
         described below, the Exercise Price shall be adjusted so that the
         Exercise Price shall equal the price determined by multiplying the
         Exercise Price in effect immediately prior to the date of such sale or
         issuance (which date in the event of distribution to shareholders shall
         be deemed to be the record date set by the Company to determine
         shareholders entitled to participate in such distribution) by a
         fraction, the numerator of which shall be (i) the number of shares of
         Common Stock outstanding on the date of such sale or issuance, plus
         (ii) the number of additional shares of Common Stock which the
         aggregate consideration received by the Company upon such issuance or
         sale (plus the aggregate of any additional amount to be received by the
         Company upon the exercise of such subscription rights, options or
         warrants) would purchase at such current market price per share of the
         Common Stock; and the denominator of which shall be (i) the number of
         shares of Common Stock outstanding on the date of such issuance or
         sale, plus (ii) the number of additional shares of Common Stock offered
         for subscription or purchase (or into which the 


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         Common Stock Equivalents so offered are exercisable or convertible).
         Any adjustments required by this paragraph shall be made immediately
         after such issuance or sale or record date, as the case may be. Such
         adjustments shall be made successively whenever such event shall occur.

              c. Adjustment of Number of Shares Purchasable on Exercise of
         Warrants. Upon each adjustment of the Exercise Price pursuant to this
         Section, the Holder shall thereafter (until another such adjustment) be
         entitled to purchase at the adjusted Exercise Price the number of
         shares, calculated to the nearest full share, obtained by multiplying
         the number of shares specified in such Warrant (as adjusted as a result
         of all adjustments in the Exercise Price in effect prior to such
         adjustment) by the Exercise Price in effect prior to such adjustment
         and dividing the product so obtained by the adjusted Exercise Price.

              d. Notice as to Adjustment. Upon any adjustment of the Exercise
         Price and any increase or decrease in the number of shares of Common
         Stock purchasable upon the exercise of the Warrant, then, and in each
         such case, the Company within thirty (30) days thereafter shall give
         written notice thereof, by first class mail, postage prepaid, addressed
         to each Holder as shown on the books of the Company, which notice shall
         state the adjusted Exercise Price and the increased or decreased number
         of shares purchasable upon the exercise of the Warrants, and shall set
         forth in reasonable detail the method of calculation and the facts upon
         which such calculation is based.

              e. Effect of Reorganization, Reclassification, Merger, etc. If at
         any time while any Warrant is outstanding there should be any capital
         reorganization of the capital stock of the Company (other than the
         issuance of any shares of Common Stock in subdivision of outstanding
         shares of Common Stock by reclassification or otherwise and other than
         a combination of shares provided for in Section 4(a) hereof), or any
         consolidation or merger of the Company with another corporation, or any
         sale, conveyance, lease or other transfer by the Company of all or
         substantially all of its property to any other corporation, which is
         effected in such a manner that the holders of Common Stock shall be
         entitled to receive cash, stock, securities, or assets with respect to
         or in exchange for Common Stock, then, as a part of such transaction,
         lawful provision shall be made so that each Holder shall have the right
         thereafter to receive, upon the exercise hereof, the number of shares
         of stock or other securities or property of the Company, or of the
         successor corporation resulting from such consolidation or merger, or
         of the corporation to which the property of the Company has been sold,
         conveyed, leased or otherwise transferred, as the case may be, which
         the Holder would have been entitled to receive upon such capital
         reorganization, reclassification of capital stock, consolidation,
         merger, sale, conveyance, lease or other transfer, if such Warrant had
         been exercised immediately prior to such capital reorganization,
         reclassification of capital stock, consolidation, merger, sale,
         conveyance, lease or other transfer. In any such case, appropriate
         adjustments (as determined by the Board of Directors of the Company)
         shall be made in the application of the provisions set forth in this
         Warrant (including the adjustment of the Exercise Price and the number
         of Shares issuable upon the exercise of the Warrants) to the end that
         the provisions set forth herein shall thereafter be applicable, as near
         as reasonably may be, in relation to any shares or other property
         thereafter deliverable upon the exercise of the Warrants as if the
         Warrants had been exercised immediately prior to such capital
         reorganization, reclassification of capital stock, such consolidation,
         merger, sale, conveyance, lease or other transfer and the Warrant
         Holders had carried out the terms of 



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         the exchange as provided for by such capital reorganization,
         consolidation or merger. The Company shall not effect any such capital
         reorganization, consolidation, merger or transfer unless, upon or prior
         to the consummation thereof, the successor corporation or the
         corporation to which the property of the Company has been sold,
         conveyed, leased or otherwise transferred shall assume by written
         instrument the obligation to deliver to each Holder such shares of
         stock, securities, cash or property as in accordance with the foregoing
         provisions such Holder shall be entitled to purchase.

         5.   No Rights as Stockholders. This Warrant shall not entitle the 
Holder as such to any voting rights or other rights as a stockholder of the
Company.

         6.   Registration Rights. The Company undertakes to file as soon as
practicable a registration statement on Form S-3 (the "Registration Statement")
to register the Shares under the Securities Act and such Blue Sky Laws of those
states as are reasonably selected by the Holder. The Company shall use its best
efforts to have the Registration Statement declared effective by the Securities
and Exchange Commission (the "Commission") as soon as practicable. The Company
shall keep the Registration Statement effective and current until the earlier to
occur of (i) the date all the Shares are sold, (ii) the date all of the Shares
may be sold under Rule 144(k) under the Securities Act or (iii) the expiration
date of this Warrant. Except as set forth in the following sentence, the Company
shall bear all expenses and fees incurred in connection with the preparation,
filing, and amendment of the Registration Statement with the Commission. The
Holder shall pay all fees, disbursements and expenses of any counsel or expert
retained by the Holder and all underwriting discounts and commissions, filing
fees and any transfer or other taxes relating to the Shares included in the
Registration Statement.

         7.   Governing Law. This Warrant shall be governed by and construed in
accordance with the laws of the State of Minnesota.

         8.   Amendments and Waivers. The provisions of this Warrant may not be
amended, modified or supplemented, and waiver or consents to departures from the
provisions hereof may not be given, unless the Company agrees in writing and has
obtained the written consent of the Holders.

         9.   Notices. All notices or communications hereunder, except as herein
otherwise specifically provided, shall be in writing and if sent to the Holder
shall be mailed, delivered, or telefaxed and confirmed to the Holder at his or
her address set forth on the records of the Company; or if sent to the Company
shall be mailed, delivered, or telefaxed and confirmed to Cafe Odyssey, Inc.,
4801 West 81st Street, Suite 112, Bloomington, MN 55437 or to such other address
as the Company or the Holder shall notify the other as provided in this Section.

         IN WITNESS WHEREOF, Cafe Odyssey, Inc. has caused this Warrant to be
signed by its duly authorized officer in the date set forth above.

                                            CAFE ODYSSEY, INC.


                                            /s/ Ronald K. Fuller
                                            Ronald K. Fuller
                                            President

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                                SUBSCRIPTION FORM

         To be signed only upon exercise of Warrant.

         The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise the purchase right represented by such Warrant for, and to
purchase thereunder,                      of the shares of Common Stock of Cafe
Odyssey, Inc. (the "Shares") to which such Warrant relates and herewith makes
payment of $              therefor in cash, certified check or bank draft and
requests that a certificate evidencing the Shares be delivered to,
                               , the address for whom is set forth below the
signature of the undersigned:

Dated: 
      ------------------

                                            -----------------------------------
                                            (Signature)


                                            -----------------------------------
                                            -----------------------------------
                                            (Address)



                                      * * *



                                 ASSIGNMENT FORM

         To be signed only upon authorized transfer of Warrant.

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and
transfers unto                                       the right to purchase
shares of Common Stock of Cafe Odyssey, Inc. to which the within Warrant relates
and appoints                      attorney, to transfer said right on the books
of                   with full power of substitution in the premises.

Dated: 
      --------------------

                                            -----------------------------------
                                            (Signature)


                                            -----------------------------------
                                            -----------------------------------
                                            (Address)


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